LETS South - Legalities

The Act

(Reprint No. 8)

South Australia

ASSOCIATIONS INCORPORATION ACT 1985

An Act to make provision for the incorporation, administration and

control of associations; and for other purposes.

This Act is reprinted pursuant to the Acts Republication Act 1967

and incorporates all amendments in force as at 15 July 2001.

It should be noted that the Act has not been revised (for obsolete

references, etc.) by the Commissioner of Statute Revision since the

reprint published on 1 June 1993.

Associations Incorporation Act 1985 [Act] Page 1 of 74

ASSOCIATIONS INCORPORATION ACT 1985

being

Associations Incorporation Act 1985 No. 30 of 1985

[Assented to 4 April 1985]1

as amended by

Associations Incorporation Act Amendment Act 1985 No. 100 of 1985 [Assented to 7

November 1985]2

Associations Incorporation (Miscellaneous) Amendment Act 1992 No. 36 of 1992

[Assented to 21 May 1992]3

Associations Incorporation (Miscellaneous) Amendment Act 1997 No. 29 of 1997

[Assented to 12 June 1997]4

Financial Sector Reform (South Australia) Act 1999 No. 33 of 1999 [Assented to 17

June 1999]5

District Court (Administrative and Disciplinary Division) Amendment Act 2000 No. 4 of

2000 [Assented to 20 April 2000]6

Statutes Amendment and Repeal (Attorney-General's Portfolio) Act 2000 No. 57 of 2000

[Assented to 20 July 2000]7

Associations Incorporation (Oppressive or Unreasonable Acts) Amendment Act 2000 No.

65 of 2000 [Assented to 16 November 2000]8

Statutes Amendment (Corporations) Act 2001 No. 23 of 2001 [Assented to 14 June 2001]9

Came into operation 28 June 1985: Gaz. 27 June 1985, p. 2244.

Came into operation 28 June 1985: s. 2.

Came into operation 1 June 1993: Gaz. 20 May 1993, p. 1694.

Came into operation 1 February 1998: Gaz. 24 December 1997, p. 1860.

Schedule (item 5) came into operation 1 July 1999: being the date specified under

section 3(16) of the Financial Sector Reform (Amendments and Transitional

Provisions) Act (No. 1) 1999 of the Commonwealth as the transfer date for the

purposes of that Act.

Schedule 1 (cl. 3) came into operation 1 June 2000: Gaz. 18 May 2000, p. 2554.

Part 2 (s. 4) came into operation 14 August 2000: Gaz. 10 August 2000, p. 444.

Came into operation 15 February 2001: Gaz. 1 February 2001, p. 392.

9

Part 5 (ss. 9-19) came into operation 15 July 2001 (being the day on which the

Corporations Act 2001 of the Commonwealth came into operation: Commonwealth of

Australia Gazette No. S 285, 13 July 2001): Gaz. 21 June 2001, p. 2270.

NOTE:

×Asterisks indicate repeal or deletion of text.

×Entries appearing in bold type indicate the amendments incorporated

since the last reprint.

×For the legislative history of the Act see Appendix.

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SUMMARY OF PROVISIONS

PART 1

PRELIMINARY

1.Short title

3.Interpretation

3A.Exclusion of operation of Corporations Act

4.Act binds Crown

PART 2

ADMINISTRATION

DIVISION 1—THE COMMISSION

5.Administration by the Commission

6.Inspection of documents

7.Power of Commission to refuse to register or reject document, etc.

9.Annual report

DIVISION 2—POWER OF INSPECTION, ETC.

10.Power of Commission to require production of books

11.Power of Commission to carry out investigations in relation to books

12.Protection from liability

13.Privileged communications

14.Offences

15.Self-incrimination

16.Liens on books

17.Secrecy

PART 3

INCORPORATION OF ASSOCIATIONS

DIVISION 1—INCORPORATION

18.Eligibility for incorporation

19.Manner in which application for incorporation is to be made

20.Incorporation of association

21.Rights and liabilities of members

DIVISION 2—AMALGAMATION

22.Amalgamation

DIVISION 3—RULES

23.Rules binding on association and its members

23A.Contents of rules of an incorporated association

24.Alteration of rules

24A.Court may order variation of rules

DIVISION 4—POWERS

25.Powers of an incorporated association

DIVISION 5—TRANSACTIONS

26.Manner in which contracts may be made

27.Limitation of doctrine of ultra vires

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28.Abolition of doctrine of constructive notice in relation to incorporated

association

PART 4

MANAGEMENT OF INTERNAL AFFAIRS

DIVISION 1—THE COMMITTEE

29.Management of incorporated associations

30.Certain persons not to be members of the committee

31.Disclosure of interest

32.Voting on a contract in which a committee member has an interest

DIVISION 2—ACCOUNTS AND AUDIT OF PRESCRIBED ASSOCIATIONS

35.Accounts to be kept

36.Lodgment of periodic returns

37.Provisions relating to auditors acting under this Division

37A.Payment of auditor

38.Power of exemption

DIVISION 3—ANNUAL GENERAL MEETING

39.Annual general meeting

DIVISION 3A—DUTIES OF OFFICERS, ETC.

39A.Duties of officers, etc.

39B.Provisions indemnifying officers or auditors

DIVISION 3B—RECORDS

39C.Keeping of records

39D.Inspection of records

DIVISION 4—DISPUTES

40.Rules of natural justice to be applied in relation to adjudication of dispute

PART 5

COMPROMISE, WINDING UP, TRANSFER OF ACTIVITIES AND DISSOLUTION

DIVISION 1—GENERAL

40A.Power to compromise with creditors

40B.Power to enter into voluntary administration

41.Winding up of incorporated association

41A.Appeals from decisions of receivers, liquidators, managers, etc.

41B.Reports to be submitted to liquidator

41C.Declaration of solvency

41D.Disclosure to creditors on voluntary winding up

41E.Penalty for contravention of applied provisions

42.Power of Commission to require transfer of activities

43.Distribution of assets upon winding up

43A.Application for deregistration

44.Defunct associations

44A.Commission to act as representative of defunct association in certain events

45.Outstanding property of former association

46.Disposal of outstanding property

47.Liability of Commission and Crown as to property vested in Commission

48.Accounts

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49.Removal of name from register

DIVISION 2—OFFENCES

49AA.Interpretation and application

49AB.Non-disclosure

49AC.Failure to keep proper records

49AD.Incurring debts not likely to be paid

49AE.Powers of court

49AF.Frauds by officers

PART 6

MISCELLANEOUS

49A.General power of exemption of the Commission

49B.Immunity from liability

50.Right of appeal

51.Minutes

53.Investing or depositing money with association

53A.Reservation of name

54.Name of association to be printed, etc., on documents

55.Prohibition against securing profits for members

56.Public officer

57.Penalty for non-compliance with Act or a condition imposed under Act

58.Falsification of books

58A.General defence

59.Variation or revocation of trusts

60.Misrepresentation as to incorporation under this Act

61.Oppressive or unreasonable acts

62.Examination of persons concerned with associations

62A.Orders against persons concerned with associations

62B.Civil proceedings not to be stayed

62C.Form and evidentiary value of books

62D.Continuing offences

62E.Proceedings for offences

63.Evidentiary provision

64.Service upon incorporated associations

65.Use of abbreviation "Inc."

66.Fees in respect of lodging documents

67.Regulations

APPENDIX

LEGISLATIVE HISTORY

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The Parliament of South Australia enacts as follows:

PART 1

PRELIMINARY

Short title

1. This Act may be cited as the Associations Incorporation Act

1985.

* * * * * * * * * *

Interpretation

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;

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"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

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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;

(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;

"putative spouse" includes a person who is a putative spouse

notwithstanding that a declaration has not been made under the

Family Relationships Act 1975 in relation to that person;

"the repealed Act" means the Associations Incorporation Act 1956

repealed by this Act;

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"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;

"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.

(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

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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, putative spouse, parent or child of the other;

(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.

Exclusion of operation of Corporations Act

3A. (1) An incorporated association is declared to be an excluded

matter for the purposes of section 5F of the Corporations Act 2001

of the Commonwealth in relation to the whole of the Corporations

legislation to which Part 1.1A of that Act applies.

(2) Subsection (1) does not exclude the application of provisions

of the Corporations Act 2001 of the Commonwealth to incorporated

associations to the extent that they relate to any matter that the

regulations provide is not to be excluded from the operation of

that Act.

Act binds Crown

4. This Act binds the Crown.

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PART 2

ADMINISTRATION

DIVISION 1—THE COMMISSION

Administration by the Commission

5. (1) Subject to subsection (2), the Commission is responsible

for the administration of this Act.

(2) The Commission is, in relation to the administration of this

Act, subject to the control and direction of the Minister.

Inspection of documents

6. (1) For the purposes of this Act, the Commission must keep, in

such form as it thinks fit—

(a)a register of incorporated associations; and

(b)such other registers as the Commission thinks fit.

(2) Subject to subsection (2a) a person may, on payment of the

prescribed fee—

(a)inspect a register kept by the Commission under this Act; or

(b)inspect any document registered or held by the Commission under

this Act (not being a document that has been destroyed or

otherwise disposed of); or

(c)obtain from the Commission—

(i)a certified copy of, or extract from, an entry in a register

kept under this Act or the repealed Act; or

(ii)a certified copy of a certificate of incorporation issued under

this Act or the repealed Act; or

(iii)a certified copy of, or extract from, any document registered

or held by the Commission under this Act, or

registered or held under the repealed Act.

(2a) The Commission may, at the request of a person whose

residential address appears in a register or document that is

available for inspection under this section, take any steps

necessary to ensure that the person's address is not publicly

disclosed under this section.

(3) If a reproduction or transparency of a document is produced

for inspection, a person is not entitled pursuant to subsection (2)

to require the production of the original of that document.

(4) The reference in subsection (2)(c) to a certificate or

document includes, where a reproduction or transparency of that

certificate or document has been incorporated with a register kept

by the Commission, a reference to that reproduction or transparency

and, where such a reproduction or transparency has been so

incorporated, a person is not entitled pursuant to that subsection

to a copy of, or extract from, the original of that certificate or

document.

Power of Commission to refuse to register or reject document, etc.

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7. (1) If the Commission is of the opinion that a document

submitted to the Commission—

(a)contains matter contrary to law; or

(b)contains matter that, in a material particular, is false or

misleading in the form or context in which it is included;

(c)by reason of an omission or misdescription, has not been duly

completed; or

(d)does not comply with the requirements of this Act; or

(e)contains an error, alteration or erasure,

the Commission may refuse to register or may reject the document

and may request—

(f)that the document be appropriately amended or completed and

resubmitted; or

(g)that a fresh document be submitted in its place; or

(h)where the document has not been duly completed, that a

supplementary document in the prescribed form be submitted.

(2) The Commission may request a person who submits a document to

the Commission to produce to the Commission such other document, or

to furnish to the Commission such information, as the Commission

thinks necessary in order to form an opinion whether it should

refuse to register or should reject the document.

(3) If a person fails to comply with a request of the Commission

made pursuant to subsection (1) or (2) within 14 days after the

service on the person of the request, a court of summary

jurisdiction may, on an application of the Commission, order the

person to comply with the Commission's request within the time

specified in the order.

(4) An order made under subsection (3) may provide that all costs

of, and incidental to, the application are to be borne by the

person responsible for the non-compliance.

(5) A person who contravenes or fails to comply with an order

made under subsection (3) is guilty of an offence.

Maximum penalty:(a)if the offence is committed in respect of a

prescribed association—$5 000; or

(b)in any other case—$1 250.

* * * * * * * * * *

Annual report

9. (1) The Commission must, on or before 31 December in each

year, deliver to the Minister a report on the administration of

this Act during the period of 12 months that ended on the preceding

30 June.

(2) The Minister must cause a copy of the report to be laid

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before each House of Parliament.

DIVISION 2—POWER OF INSPECTION, ETC.

Power of Commission to require production of books

10. For the purpose of ascertaining whether the provisions of

this Act have been or are being complied with, an authorised person

may, by notice in writing, require—

(a)any incorporated association to produce to the authorised person

immediately or, if a time and place at which the books are

to be produced are specified in the notice, at that time and

place such books relating to affairs of the association as

are specified by the authorised person; or

(b)any person who is or has been an officer or employee of, or an

agent, banker, solicitor, auditor or other person acting in

any capacity for, or on behalf of, an incorporated

association (including an association that is in the course

of being wound up or has been dissolved) to produce to the

authorised person immediately such books relating to affairs

of the association as are specified by the authorised

person; or

(c)any person to produce to the authorised person immediately any

books relating to affairs of an incorporated association

(including an association that is in the course of being

wound up or has been dissolved) that are in the custody or

under the control of that person.

Power of Commission to carry out investigations in relation to

books

11. (1) Subject to this Division, where an authorised person

exercises a power under this Division to require another person to

produce books—

(a)if the books are produced, the authorised person—

(i)may take possession of the books and may make copies of, or take

extracts from, the books; and

(ii)may require the other person, or any person who was party to

the compilation of the books, to make a statement

providing any explanation that the person concerned is

able to provide as to any matter relating to the

compilation of the books or as to any matter to which

the books relate; and

(iii)may retain possession of the books for such period as is

necessary to enable the books to be inspected, and

copies of, or extracts from, the books to be made or

taken, by or on behalf of the Commission; and

(iv)during that period must permit a person who would be entitled

to inspect any one or more of the books if they were

not in the possession of the authorised person to

inspect that book or those books at any reasonable

time; or

(b)if the books are not produced, the authorised person may require

the other person—

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(i)to state, to the best of his or her knowledge and belief, where

the books may be found; and

(ii)to identify the person who, to the best of his or her knowledge

and belief, last had custody of the books and to

state, to the best of his knowledge and belief, where

that person may be found.

(2) Where an authorised person exercises a power under this

Division to require another person to produce books that are

recorded, kept and reproduced by electronic means, the other person

may comply with the requirement to produce those books by providing

a printed reproduction of the information contained in the books.

(3) Where this Division confers a power on an authorised person

to require a person to produce books relating to affairs of an

incorporated association, the authorised person also has power to

require that person (whether or not he or she requires that person

to produce books and whether or not any books are produced pursuant

to such a requirement), so far as the other person is able to do

so, to identify property of the association and explain the manner

in which the association has kept account of that property.

Protection from liability

12. A person is not subject to any liability by reason of

compliance with a direction or requirement given or made under this

Division.

Privileged communications

13. (1) Where—

(a)an authorised person makes a requirement under this Division of

a duly qualified legal practitioner in respect of a book;

and

(b)the book contains a privileged communication made by or on

behalf of the legal practitioner, or to the legal

practitioner, in his or her capacity as such,

the legal practitioner is entitled to refuse to comply with the

requirement unless the person to whom, or by or on behalf of whom,

the communication was made agrees to the legal practitioner

complying with the requirement but, where the legal practitioner so

refuses to comply with a requirement, he or she must immediately

furnish, in writing, to the authorised person—

(c)if he or she knows the name and address of the person to whom,

or by or on behalf of whom, the communication was made—that

name and address; and

(d)sufficient particulars to identify the book, or the part of the

book, containing the communication.

Maximum penalty:$5 000.

(2) Where—

(a)an authorised person, acting in pursuance of this Division,

requires a duly qualified legal practitioner to make a

statement providing an explanation as to any matter relating

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to the compilation of books or as to any matter to which any books

relate; and

(b)the legal practitioner is not able to make that statement

without disclosing a privileged communication made by or on

behalf of the legal practitioner, or to the legal

practitioner, in his or her capacity as such,

the legal practitioner is entitled to refuse to comply with the

requirement, except to the extent that he or she is able to comply

with the requirement without disclosing any privileged

communication referred to in paragraph (b), unless the person to

whom, or by or on behalf of whom, the communication was made agrees

to the legal practitioner complying with the requirement but, where

the legal practitioner so refuses to comply with a requirement, he

or she must immediately furnish, in writing, to the authorised

person—

(c)if he or she knows the name and address of the person to whom,

or by or on behalf of whom, the communication was made—that

name and address; and

(d)if the communication was made in writing—sufficient particulars

to identify the document containing the communication.

Maximum penalty:$5 000.

Offences

14. (1) A person must not, without reasonable excuse, refuse or

fail to comply with a requirement made under this Division.

Maximum penalty:(a)if the offence is committed in respect of a

prescribed association—$5 000; or

(b)in any other case—$2 500.

(2) A person must not, in purported compliance with a requirement

made under this Division, furnish information or make a statement

that is false or misleading in a material particular.

Maximum penalty:(a)if the offence is committed in respect of a

prescribed association—$5 000; or

(b)in any other case—$2 500.

(3) It is a defence to a prosecution for an offence against this

section if the defendant proves that he or she believed on

reasonable grounds that the information or statement was true and

was not misleading.

(4) A person must not, without reasonable excuse, obstruct or

hinder the Commission or another person in the exercise of any

power under this Division.

Maximum penalty:(a)if the offence is committed in respect of a

prescribed association—$5 000; or

(b)in any other case—$2 500.

Self-incrimination

15. (1) A person is not excused from making a statement providing

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an explanation as to any matter relating to the compilation of any

books or as to any matter to which any books relate pursuant to a

requirement made of him or her in accordance with this Division on

the ground that the statement might tend to incriminate him or her

but, where the person claims before making a statement that the

statement might tend to incriminate him or her, the statement is

not admissible in evidence against him or her in criminal

proceedings other than proceedings under section 14.

(2) Subject to subsection (1), a statement made by a person in

compliance with a requirement made under this Division may be used

in evidence in any criminal or civil proceedings against that

person.

Liens on books

16. Where an authorised person requires the production of any

books under this Division and a person has a lien on the books, the

production of the books does not prejudice the lien.

Secrecy

17. (1) An authorised person who, by reason of the authority

granted to him or her pursuant to this Act, acquires information

must not, except to the extent necessary to perform his or her

official duties or to perform a function or exercise a power

authorised by this Act, make a record of, or divulge or make use of

in any other way, the information acquired.

Maximum penalty:$10 000.

(2) Notwithstanding subsection (1), a person is not guilty of an

offence if he or she—

(a)produces a document to a court in the course of criminal

proceedings or proceedings taken under this or any other

Act; or

(b)divulges to a court during the course of any proceedings

referred to in paragraph (a), any matter or thing coming

under his or her notice in the performance of his or her

official duties or in the performance of a function or

exercise of a power referred to in subsection (1); or

(c)produces a document or divulges information to a person to whom,

in the opinion of the Commission, it is in the public

interest that the document be produced or the information be

divulged; or

(d)produces a document or divulges information that is required or

permitted by any other Act to be produced or divulged, as

the case may be.

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PART 3

INCORPORATION OF ASSOCIATIONS

DIVISION 1—INCORPORATION

Eligibility for incorporation

18. (1) An association formed—

(a)for a religious, educational, charitable or benevolent purpose;

(b)for the purpose of promoting or encouraging literature, science

or the arts; or

(c)for the purpose of providing medical treatment or attention, or

promoting the interests of persons who suffer from a

particular physical, mental or intellectual disability; or

(d)for the purpose of sport, recreation or amusement; or

(e)for the purpose of establishing, carrying on, or improving a

community centre, or promoting the interests of a local

community or a particular section of a local community; or

(f)for conserving resources or preserving any part of the

environmental, historical or cultural heritage of the State;

(g)for the purpose of promoting the interests of students or staff

of an educational institution; or

(h)for political purposes; or

(i)for the purpose of administering any scheme or fund for the

payment of superannuation or retiring benefits to the

members of any organisation or the employees of any body

corporate, firm or person; or

(j)for the purpose of promoting the common interests of persons who

are engaged in, or interested in, a particular business,

trade or industry; or

(k)for any purpose approved by the Minister,

is, subject to this Act, eligible to be incorporated under this

Act.

(2) Subject to subsection (4), an association of the kind

referred to in subsection (1)(i) is not, unless the Minister

otherwise approves, eligible to be incorporated under this Act.

(3) Subject to subsection (4), an association which is formed for

the purpose of furthering or protecting the interests of employers

or employees and which is eligible for registration under the

Industrial Relations Act (S.A.) 1972 is not, unless the Minister

otherwise approves, eligible to be incorporated under this Act.

(4) Subsections (2) and (3) do not apply to an association that

was, immediately before the commencement of this Act, an

association incorporated under the repealed Act.

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(5) Subject to subsection (6), an association of which—

(a)a principal or subsidiary object is to secure a pecuniary profit

for the members of the association or any of those members;

(b)a principal or subsidiary object is to engage in trade or

commerce,

is not, unless the Commission otherwise approves, eligible to be

incorporated under this Act.

(6) An association is not, for the purposes of this Act, to be

regarded as having as a principal or subsidiary object the securing

of a pecuniary profit for its members or any of its members or

engaging in trade or commerce by reason only of any one or more of

the following circumstances:

(a)that the association itself makes a pecuniary profit, unless

that profit or any part of it is or is to be divided among

or received by the members or any of them otherwise than in

accordance with section 55; or

(b)that the association buys or sells or deals in or provides goods

or services where those transactions are ancillary to the

principal objects of the association and, in the case of

transactions with non-members (other than spouses, children

or parents of members), the transactions—

(i)are not substantial in number or value in relation to the other

activities of the association; or

(ii)are intended to provide financial support to the association in

a manner that is directly related to the objects of

the association; or

(iii)consist in the charging of admission fees to functions

organised for the promotion of the objects of the

association; or

(c)that the association is established for the protection of a

trade, business, industry or calling in which the members

are engaged or interested, if the association itself does

not engage or take part in any such activity; or

(d)that the members of the association compete for trophies or

prizes in contests directly related to the objects of the

association.

(7) An approval of the Minister or the Commission under this

section may be given on such conditions as the Minister or the

Commission thinks fit.

Manner in which application for incorporation is to be made

19. (1) An application for the incorporation of an association

must be made to the Commission in the prescribed manner and form by

a person duly authorised by the association to apply for

incorporation.

(2) The application must be accompanied by—

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(a)a copy of the rules of the association; and

(b)a statutory declaration made by the applicant verifying—

(i)that he or she is authorised by the association to apply for

registration; and

(ii)the particulars contained in the application; and

(iii)that the copy of the rules of the association which

accompanies the application is a true copy; and

(c)a copy of any instrument creating or establishing a trust—

(i)which is referred to in the rules of the association; or

(ii)upon which any rule of the association relies for its

operation; and

(ca)a copy of the settled draft of any instrument prepared for the

creation or establishment of a trust of which the

association is intended to be the trustee—

(i)where the contemplated trust is referred to in the rules of the

association; or

(ii)where any rule of the association relies on the contemplated

trust for its operation; and

(d)the prescribed fee.

Incorporation of association

20. (1) If, on an application for incorporation duly made under

this Part, the Commission is satisfied—

(a)that the association is eligible to be incorporated under this

Act; and

(b)that the rules of the association conform with the requirements

of this Act; and

(c)that the name of the association—

(i)is not such as to be misleading as to the nature, objects or

purposes of the association; and

(ii)is not such as is likely to be confused with the name of any

other body corporate or any registered business name;

and

(iii)is not undesirable as a name for an incorporated association;

and

(iv)conforms with any direction of the Minister relating to the

names of incorporated associations,

the Commission must, subject to subsection (2), register the rules

of the association and issue to the association a certificate of

incorporation.

(2) The Commission may—

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(a)decline to incorporate an association under this Act if, in its

opinion, it would be more appropriate for its activities to

be carried on by a body corporate incorporated under some

other Act; or

(b)with the consent of the Minister, decline to incorporate an

association under this Act if, in its opinion, the

incorporation of the association under this Act would not be

in the public interest.

(3) Upon incorporation under this section—

(a)the association becomes a body corporate—

(i)with perpetual succession and a common seal; and

(ii)with a corporate name as set out in the certificate of

incorporation (in which the word "Incorporated" must

appear as part, and at the end, of the name); and

(b)all real and personal property held by any person for or on

behalf of the association is vested in and held by the

incorporated association (subject to any trusts that may

affect that property); and

(c)all rights and liabilities (whether certain or contingent) of

the association immediately before the incorporation of the

association become rights and liabilities of the

incorporated association.

(4) The Registrar-General must—

(a)on the application of an incorporated association in which any

estate or interest in land has vested by virtue of this

section; and

(b)on production of such duplicate instruments of title and other

documents as the Registrar-General may require,

association.

Rights and liabilities of members

21. (1) Membership of an incorporated association does not confer

on a member, except as may be provided by the rules of the

association, any right, title or interest in any real or personal

property of the association.

(2) Except as may be provided by the rules of the association, a

member of an association is not liable to contribute towards the

payment of the debts and liabilities of the association or the

costs, charges and expenses of a winding up of the association.

(3) Subsection (2) does not apply in respect of debts or

liabilities incurred by or on behalf of the association prior to

incorporation.

DIVISION 2—AMALGAMATION

Amalgamation

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22. (1) Any two or more incorporated associations—

(a)may, by special resolution passed by each association, resolve

to amalgamate; and

(b)may apply to the Commission for amalgamation as a single

incorporated association.

(2) An application under subsection (1)—

(a)must be made in the prescribed form; and

(b)must be accompanied by a copy of the special resolution passed

by each of the incorporated associations supporting the

amalgamation; and

(c)must be accompanied by a copy of the rules of the association

proposed to be formed by the amalgamation; and

(d)must be accompanied by a copy of any instrument creating or

establishing a trust—

(i)which is referred to in the rules of the association proposed to

be formed by the amalgamation; or

(ii)on which any rule of the association proposed to be formed by

the amalgamation relies for its operation; and

(da)must be accompanied by a copy of the settled draft of any

instrument prepared for the creation or establishment of a

trust of which the association proposed to be formed by the

amalgamation is intended to be the trustee—

(i)where the contemplated trust is referred to in the rules of the

association proposed to be formed by the amalgamation;

(ii)where any rule of the association proposed to be formed by the

amalgamation relies on the contemplated trust for its

operation; and

(e)must be accompanied by such certificates and other documents as

may be prescribed; and

(f)must be accompanied by the prescribed fee.

(3) A party to an application under this section must, at the

request of the Commission, supply it with such further documents or

information as the Commission may require.

(4) Where the Commission is satisfied—

(a)that the association proposed to be formed by the amalgamation

is eligible to be incorporated under this Act; and

(b)that the rules of that association conform with the requirements

of this Act; and

(c)that the name of that association—

(i)is not such as to be misleading as to the nature, objects or

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purposes of the association; and

(ii)is not such as is likely to be confused with the name of any

other body corporate or any registered business name;

and

(iii)is not undesirable as a name for an incorporated association;

and

(iv)conforms with any direction of the Minister relating to the

names of incorporated associations,

the Commission must, subject to subsection (5), register the rules

of the association and issue to the association a certificate of

incorporation.

(5) The Commission may—

(a)decline to incorporate an association under subsection (4) if,

in its opinion, it would be more appropriate for its

activities to be carried on by a body corporate incorporated

under some other Act; or

(b)with the consent of the Minister, decline to incorporate an

association under subsection (4) if, in its opinion, the

incorporation of the association under this Act would not be

in the public interest.

(6) Upon incorporation of an association under subsection (4)—

(a)the association becomes a body corporate—

(i)with perpetual succession and a common seal; and

(ii)with a corporate name as set out in the certificate of

incorporation (in which the word "Incorporated" must

appear as part, and at the end, of the name); and

(b)any incorporated association that was a party to the application

for amalgamation is dissolved; and

(c)the property of the associations that were parties to the

application for amalgamation becomes the property of the

incorporated association formed by the amalgamation (subject

to any trusts that may affect that property); and

(d)the rights and liabilities (whether certain or contingent) of

the associations that were parties of the application for

amalgamation become rights and liabilities of the

incorporated association formed by the amalgamation.

(7) The Registrar-General must—

(a)on the application of an incorporated association in which any

estate or interest in land has vested by virtue of this

section; and

(b)on production of such duplicate instruments of title and other

documents as the Registrar-General may require,

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association.

(8) A reference in a will or other instrument to an association

that is a party to an amalgamation under this section is, after the

amalgamation, to be construed (subject to any provision in the will

or other instrument to the contrary) as a reference to the

association formed by the amalgamation.

(9) Where property vests by virtue of this section in an

association, the vesting of the property, and any instrument

evidencing or giving effect to that vesting, are exempt from stamp

duty.

DIVISION 3—RULES

Rules binding on association and its members

23. (1) The rules of an incorporated association bind the

association and all members of the association.

(2) The reference in this section to the rules of an association

extends to rules, by-laws or ordinances of the association relating

to any matter.

Contents of rules of an incorporated association

23A. (1) The rules of an incorporated association—

(a)must state the name of the association and set out its objects;

and

(b)must not contain any provision that is contrary to or

inconsistent with this Act; and

(c)must contain provisions that, in the opinion of the Commission,

deal with the following matters with sufficient

particularity and certainty having regard to the nature and

objects of the association:

(i)membership in the case of an association that has members;

(ii)the powers, duties and manner of appointment of the committee

of the association;

(iii)the appointment of an auditor in the case of an association

that is a prescribed association;

* * * * * * * * * *

(v)the calling of and procedure at general meetings;

(vi)who has the management and control of the funds and other

property of the association;

(vii)the powers of the association and by whom and in what manner

they may be exercised;

(viii)the manner in which the rules of the association may be

altered;

(ix)any other matter prescribed by regulation.

(2) This section applies only to rules, or an alteration to

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rules, submitted to the Commission for registration after the

commencement of this section.

Alteration of rules

24. (1) An alteration to a rule of an incorporated association

may be made by a special resolution of the association unless other

provision is made in the rules of the association.

(2) An incorporated association must, within one month after

making an alteration to a rule, register the alteration with the

Commission.

Maximum penalty:$1 250.

(3) An application for registration of a proposed alteration of

the rules of an incorporated association—

(a)must be made in the prescribed form; and

(b)must be accompanied by a statutory declaration made by the

public officer verifying the alteration; and

(c)must be accompanied by the prescribed fee.

(4) Subject to subsection (5), where the Commission is satisfied

that the proposed alteration conforms with the requirements of this

Act, the Commission must register the alteration.

(5) Where an alteration to the rules of an incorporated

association consists of or includes an alteration to the name of

the association—

(a)the Commission must not register the alteration unless it is

satisfied that the name—

(i)is not such as to be misleading as to the nature, objects or

purposes of the association; and

(ii)is not such as is likely to be confused with the name of any

other body corporate or any registered business name;

and

(iii)is not undesirable as a name for an incorporated association;

and

(iv)conforms with any directions of the Minister as to the names of

incorporated associations; and

(b)the Commission must, if it registers the alteration, issue to

the association a new certificate of incorporation and make

an appropriate notation on the register of incorporated

associations.

(6) Subject to any provision in the rules of the association or a

resolution to the contrary, an alteration to the rules of an

incorporated association comes into force at the time that the

alteration is passed.

(7) Notwithstanding subsection (6), an alteration to the name of

an incorporated association does not come into force until the

alteration is registered by the Commission in accordance with this

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section.

Court may order variation of rules

24A. (1) The rules of an incorporated association may be varied,

on the application of the association, by the Supreme Court.

(2) Where the rules of the incorporated association provide for

the membership of the association, a meeting of the members must be

held, before an application is made under this section, to explain

the purposes of the proposed application and seek the views of the

members in relation to the proposed application.

(3) Notice of an application under this section must be given as

the Supreme Court directs.

(4) The Supreme Court may, on application under this section,

order that the rules of an incorporated association be varied in a

manner the Court thinks fit, if it is satisfied that—

(a)the rules unduly limit the conduct of the association's affairs;

and

(b)the variation of the rules—

(i)is consistent with the objects of the association; and

(ii)will not prejudice any member of the association; and

(iii)is justified in the circumstances of the particular case.

(5) Before making an order under this section the Supreme Court

must have regard to any views expressed by members of the

association in relation to the proposed variation at a meeting held

in accordance with subsection (2).

(6) The Commission is entitled to appear and be heard in relation

to an application under this section.

DIVISION 4—POWERS

Powers of an incorporated association

25. For the purpose of carrying out its objects, an incorporated

association may, subject to this Act and its rules—

(a)acquire, hold, deal with, and dispose of, any real or personal

property; and

(b)administer any property on trust; and

(c)open and operate ADI accounts; and

(d)invest its moneys—

(i)in any security in which trust moneys may, by Act of Parliament,

be invested; or

(ii)in any other manner authorised by the rules of the association;

and

(e)borrow money upon such terms and conditions as the association

thinks fit; and

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(f)give such security for the discharge of liabilities incurred by

the association as the association thinks fit; and

(g)appoint agents to transact any business of the association on

its behalf; and

(h)enter into any other contract it considers necessary or

desirable.

DIVISION 5—TRANSACTIONS

Manner in which contracts may be made

26. (1) Contracts may be made by or on behalf of an incorporated

association as follows:

(a)a contract which, if made between private persons, would be

required to be in writing under seal may be made by the

incorporated association under its common seal;

(b)a contract which, if made between private persons, would be

required to be in writing signed by the parties to be

charged may be made on behalf of the association in writing

by any person acting under its authority, express or

implied;

(c)a contract which, if made between private persons, would be

valid although made by parol only may be made by parol on

behalf of the association by any person acting under its

authority, express or implied.

(2) A contract may be varied or rescinded by or on behalf of an

incorporated association in the same manner as it is authorised to

be made.

Limitation of doctrine of ultra vires

27. (1) A contract made with an incorporated association is not

invalid by reason of any deficiency in the capacity of the

association to enter into, or carry out, the contract unless the

person contracting with the association has actual notice of the

deficiency.

(2) An incorporated association that enters into a contract that

would, but for the provisions of subsection (1), be invalid is

empowered to carry out the contract.

(3) This section does not prejudice an action by a member of an

incorporated association to restrain the association from entering

into or carrying out a transaction that lies beyond the powers

conferred on the association by this Act or its rules.

Abolition of doctrine of constructive notice in relation to

incorporated association

28. It is not to be presumed that a person dealing with an

incorporated association, or an agent of an incorporated

association, has notice of the rules of the association, or of any

other document registered by, or lodged with, the Commission in

relation to the association.

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PART 4

MANAGEMENT OF INTERNAL AFFAIRS

DIVISION 1—THE COMMITTEE

Management of incorporated associations

29. (1) Subject to this Act, the persons who have under the rules

of an incorporated association power to administer the affairs of

the association constitute, for the purposes of this Act, the

committee of the association.

(2) No person is to be precluded from being appointed as a member

of the committee of an incorporated association by reason only of

the fact that he or she is a member of a class of persons for whose

benefit the association is established.

(3) Subject to the rules of the association, no employee of an

incorporated association is to be precluded by reason of that

employment from being appointed as a member of the committee of the

association.

Certain persons not to be members of the committee

30. (1) A person who is an insolvent under administration must

not, without leave of the Commission, be a member of the committee

of an incorporated association, or be in any way (whether directly

or indirectly) concerned in or take part in the management of an

incorporated association.

Maximum penalty:$5 000.

(2) A person who has been convicted within or outside the State—

(a)on an indictment of an offence in connection with the promotion,

formation or management of a body corporate; or

(b)of an offence involving fraud or dishonesty punishable on

conviction by imprisonment for a period of not less than

three months; or

(c)of an indictable offence; or

(d)of—

(i)an offence against section 39A; or

(ii)an offence against a provision applied by section 41B; or

(iii)an offence against section 60,

must not, within a period of five years after his or her conviction

or, if he or she was sentenced to imprisonment, after his or her

release from prison, without leave of the Commission, be a member

of the committee of an incorporated association, or be in any way

(whether directly or indirectly) concerned in or take part in the

management of an incorporated association.

Maximum penalty:$5 000.

(3) When granting leave under this section, the Commission may

impose such conditions or limitations as it thinks fit and any

person contravening or failing to comply with any such condition or

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limitation that is applicable to him or her is guilty of an

offence.

Maximum penalty:$5 000.

(4) The Commission may, at any time, revoke leave granted by it

under this section.

Disclosure of interest

31. (1) A member of the committee of an incorporated association

who has any direct or indirect pecuniary interest in a contract, or

proposed contract, with the association—

(a)must, as soon as he or she becomes aware of his or her interest,

disclose the nature and extent of his or her interest to the

committee; and

(b)must disclose the nature and extent of his or her interest in

the contract at the next annual general meeting of the

association (if an annual general meeting is required to be

held by the association).

Maximum penalty:$5 000.

(2) Subsection (1) does not apply in respect of a pecuniary

interest that exists only by virtue of the fact—

(a)that the member of the committee is an employee of the

association; or

(b)that the member of the committee is a member of a class of

persons for whose benefit the association is established; or

(c)that the member of the committee has the pecuniary interest in

common with all or a substantial proportion of the members

of the association.

(3) Where a member of the committee of an incorporated

association discloses a pecuniary interest in a contract, or

proposed contract, in accordance with this section, or his or her

interest is not such as need be disclosed under this section—

(a)the contract is not liable to be avoided by the association on

any ground arising from the fiduciary relationship between

the member and the association; and

(b)the member is not liable to account for profits derived from the

contract.

Voting on a contract in which a committee member has an interest

32. (1) A member of the committee of an incorporated association

who has any direct or indirect pecuniary interest in a contract, or

proposed contract, with the association must not take part in any

decision of the committee with respect to that contract (but may,

subject to complying with the provisions of this Division, take

part in any deliberations with respect to that contract).

Maximum penalty:$5 000.

(2) Subsection (1) does not apply in respect of a pecuniary

interest—

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(a)that exists only by virtue of the fact that the member of the

committee is a member of a class of persons for whose

benefit the association is established; or

(b)that the member of the committee has in common with all or a

substantial proportion of the members of the association.

* * * * * * * * * *

DIVISION 2—ACCOUNTS AND AUDIT OF PRESCRIBED ASSOCIATIONS

* * * * * * * * * *

Accounts to be kept

35. (1) A prescribed association must keep its accounting records

in such a manner as will enable—

(a)the preparation from time to time of accounts that present

fairly the results of the operations of the association; and

(b)the accounts of the association to be conveniently and properly

audited in accordance with this Division.

Maximum penalty:$5 000.

(2) A prescribed association must, after the end of a financial

year of the association—

(a)cause accounts in respect of the financial year to be prepared;

and

(b)cause the accounts to be audited by a registered company

auditor, a firm of registered company auditors, a person who

is a member of the Australian Society of Certified

Practising Accountants or The Institute of Chartered

Accountants in Australia or such other person who may be

approved by the Commission as an auditor of the accounts of

the association for the purposes of this Division; and

(c)cause to be attached to the accounts, before the auditor reports

on the accounts, a statement made in accordance with a

resolution of the committee of the association and signed by

two or more members of the committee—

(i)stating whether or not—

(A)the accounts present fairly the results of the operations of the

association for the financial year and the state

of affairs of the association as at the end of

the financial year; and

(B)the committee has reasonable grounds to believe that the

association will be able to pay its debts as and

when they fall due; and

(ii)giving particulars—

(A)of any body corporate that is a subsidiary of the association

within the meaning of section 46 of the

Corporations Act 2001 of the Commonwealth; and

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(B)of any trust of which the association is a trustee.

Maximum penalty:$5 000.

(3) A prescribed association will not be taken to have complied

with subsection (2) unless the accounts prepared for a financial

year are submitted to the auditor in sufficient time to enable the

auditor to audit the accounts and furnish a report in respect of

the accounts in accordance with section 37(3).

(4) A person who is—

(a)an officer; or

(b)a partner, employer or employee of an officer; or

(ba)an employee; or

(c)a partner or employee of an employee,

of a prescribed association, may not be appointed as auditor of the

accounts of the association for the purposes of this section.

(5) The committee of a prescribed association must cause a report

of the committee to be made in accordance with a resolution of the

committee and signed by two or more members of the committee,

stating in relation to each officer of the association—

(a)whether or not, during the financial year to which the accounts

relate—

(i)the officer; or

(ii)a firm of which the officer is a member; or

(iii)a body corporate in which the officer has a substantial

financial interest,

has received or become entitled to receive a benefit as a result of

a contract between the officer, firm or body corporate and

the association, and if so the general nature of the

benefit;

(b)whether or not, during the financial year to which the accounts

relate, the officer has received directly or indirectly from

the association any payment or other benefit of a pecuniary

value, and if so the general nature and extent of that

benefit.

(6) The committee of a prescribed association that has members

must cause—

(a)the audited accounts including the statement prepared in

accordance with subsection (2)(c); and

(b)the auditor's report on those accounts; and

(c)the report of the committee prepared in accordance with

subsection (5),

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to be laid before the members of the association at the annual

general meeting of the association or, if an annual general meeting

is not to be held, within five months of the end of the financial

year to which the accounts relate.

(7) A member of the committee of an association who fails to take

all reasonable steps to comply with or secure compliance with this

section is guilty of an offence.

Maximum penalty:(a)if the offence is committed with intent to

deceive or defraud the association,

creditors of the association or

creditors of any other person or for any

fraudulent purpose—$20 000 or

imprisonment for four years; or

(b)in any other case—$5 000.

Lodgment of periodic returns

36. (1) A prescribed association must lodge with the Commission

such periodic returns, containing accounts and other information

relevant to the affairs of the association, as the regulations may

require.

(2) The requirements of the regulations in relation to periodic

returns and the accounts and other information to be contained in

them may vary according to the various classes of associations to

which the regulations are expressed to apply but no such regulation

may require the disclosure of the identity of members of the

association.

(3) If a prescribed association fails to comply with subsection

(1), the association is guilty of an offence.

Maximum penalty:$5 000.

Provisions relating to auditors acting under this Division

37. (1) An auditor of a prescribed association has a right of

access at all reasonable times to the accounting records and other

records of the association and is entitled to require from any

officer of the association such information and explanations as he

or she desires for the purposes of an audit.

(2) An officer of a prescribed association must not, without

lawful excuse—

(a)refuse or fail to allow an auditor of the association access,

for the purposes of this Division, to any accounting records

and other records of the association in his or her custody

or control; or

(b)refuse or fail to give any information or explanation as and

when required by the auditor; or

(c)otherwise hinder, obstruct or delay an auditor in the

performance of his or her duties or the exercise of his or

her powers as auditor.

Maximum penalty:$1 250.

(3) The auditor of a prescribed association must furnish to the

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committee of the association, in sufficient time to enable the

committee to comply with section 35(6), a report that states—

(a)in respect of accounts consisting of an account of income and

expenditure and a balance sheet, whether or not the auditor

is satisfied that these accounts are drawn up so as to

present fairly—

(i)the results of the association's activities for the

association's financial year; and

(ii)the financial state of the association at the end of the

association's financial year; and

(b)in respect of accounts consisting of an account of receipts and

payments and a statement of assets and liabilities, whether

or not the auditor is satisfied that these accounts present

fairly—

(i)the results of the association's activities for the

association's financial year; and

(ii)the financial state of the association at the end of the

association's financial year,

notwithstanding that the accounts may not have been prepared on the

accrual method of accounting; and

(c)whether the auditor has examined the accounts and auditors'

reports of—

(i)each body corporate that is a subsidiary of the association

within the meaning of section 46 of the Corporations

Act 2001 of the Commonwealth; and

(ii)each trust of which the association is a trustee,

and the conclusions drawn from the examination; and

* * * * * * * * * *

(e)whether the auditor has obtained all of the information and

explanations that he or she required from the association.

(4) If, in the course of performing his or her duties, an auditor

of a prescribed association is satisfied that—

(a)it is likely that there has been a contravention of, or failure

to comply with, a provision of this Act or a rule of the

association; or

(b)there is a deficiency in relation to the accounts or information

in respect of the activities of the association that, in the

auditor's opinion, will not be adequately dealt with by

bringing the matter to the notice of the committee of the

association,

the auditor must immediately report the matter to the Commission by