CONSUMER AFFAIRS VICTORIA
Associations Incorporation Reform Act 2012
Associations Incorporation Reform Regulations 2012
TABLE OF PROVISIONS
PART 1—PRELIMINARY 3
1 Name 3
2 Purposes 3
3 Financial year 3
4 Definitions 3
PART 2—POWERS OF ASSOCIATION 4
5 Powers of Association 4
6 Not for profit organisation 5
PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES5
Division 1—Membership 5
7 Minimum number of members 5
8 Who is eligible to be a member 5
9 Application for membership 5
10 Consideration of application 5
11 New membership 5
12 Annual subscription and fee on joining 6
13 General rights of members 6
14 Associate members 6
15 Rights not transferable 7
16 Ceasing membership 7
17 Resigning as a member 7
18 Register of members 7
Division 2—Disciplinary action 7
19 Grounds for taking disciplinary action 7
20 Disciplinary subcommittee 8
21 Notice to member 8
22 Decision of subcommittee 8
23 Appeal rights 9
24 Conduct of disciplinary appeal meeting 9
Division 3—Grievance procedure 9
25 Application 9
26 Parties must attempt to resolve the dispute 10
27 Appointment of mediator 10
28 Mediation process 10
29 Failure to resolve dispute by mediation 10 2
PART 4—GENERAL MEETINGS OF THE ASSOCIATION 10
30 Annual general meetings 10
31 Special general meetings 11
32 Special general meeting held at request of members 11
33 Notice of general meetings 12
34 Proxies 12
35 Use of technology 13
36 Quorum at general meetings 13
37 Adjournment of general meeting 13
38 Voting at general meeting 14
39 Special resolutions 14
40 Determining whether resolution carried 14
41 Minutes of general meeting 15
PART 5—COMMITTEE 15
Division 1—Powers of Committee 15
42 Role and powers 15
43 Delegation 15
Division 2—Composition of Committee and duties of members 15
44 Composition of Committee 15
45 General Duties 16
46 President and Vice-President 16
47 Secretary 16
48 Treasurer 17
Division 3—Election of Committee members and tenure of office 17
49 Who is eligible to be a Committee member 17
50 Positions to be declared vacant 17
51 Nominations 17
52 Election of President etc. 18
53 Election of ordinary members 18
54 Ballot 18
55 Term of office 19
56 Vacation of office 19
57 Filling casual vacancies 20
Division 4—Meetings of Committee 20
58 Meetings of Committee 20
59 Notice of meetings 20
60 Urgent meetings 20
61 Procedure and order of business 20
62 Use of technology 21
63 Quorum 21
64 Voting 21
65 Conflict of interest 21
66 Minutes of meeting 22
67 Leave of absence 22
PART 6—FINANCIAL MATTERS 22
68 Source of funds 22
69 Management of funds 22
70 Financial records 22
71 Financial statements 23
PART 7—GENERAL MATTERS 23
72 Common seal 23
73 Registered address 23
74 Notice requirements 23
75 Custody and inspection of books and records 24
76 Winding up and cancellation 24
77 Alteration of Rules 25
Model Rules for an Incorporated Association
The persons who from time to time are members of the Association are an incorporated association by the name given in rule 1 of these Rules.
Under section 46 of the Associations Incorporation Reform Act 2012, these Rules are taken to constitute the terms of a contract between the Association and its members.
The name of the incorporated association is "Traralgon Little Athletics Centre Incorporated".
Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.
The purposes of the association are—
a) Organise and conduct little athletics events, competition and education programs within the Traralgon and greater Latrobe Valley Region.
b) Provide or arrange access to appropriate facilities and equipment, for the conduct of events in line with this statement of purpose.
c) Promote athletic events incorporating recreational, social and community activities with an emphasis on family involvement.
d) Give and seek recognition, for all involved in any capacity, and achieving public recognition.
e) Conduct fundraising activities to help fund the purposes of the Centre
f) Promote the health safety and behaviour of athletes, officials and all volunteers involved in any capacity.
g) Offer and conduct education and training programs for athletes, coaches and officials.
h) Organise and offer participation for members in Region, State, National and other open events
i) Act for, and represent the interest of members, in all matters pertaining to Little Athletics, at Region and State, level as required.
j) To affiliate with the State Little Athletic body and act in good faith in accordance with their rules and regulations.
3 Financial year
The financial year of the Association is each period of 12 months ending on 31st March.
In these Rules—
absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);
associate member means a member referred to in rule 14(1); 4
Chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 46;
Committee means the Committee having management of the business of the Association;
committee meeting means a meeting of the Committee held in accordance with these Rules;
committee member means a member of the Committee elected or appointed under Division 3 of Part 5;
disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);
disciplinary meeting means a meeting of the Committee convened for the purposes of rule 22;
disciplinary subcommittee means the subcommittee appointed under rule 20;
financial year means the 12 month period specified in rule 3;
general meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;
member means a member of the Association;
member entitled to vote means a member who under rule 13(2) is entitled to vote at a general meeting;
special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;
the Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;
the Registrar means the Registrar of Incorporated Associations.
PART 2—POWERS OF ASSOCIATION
5 Powers of Association
(1) Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.
(2) Without limiting subrule (1), the Association may—
(a) acquire, hold and dispose of real or personal property;
(b) open and operate accounts with financial institutions;
(c) invest its money in any security in which trust monies may lawfully be invested;
(d) raise and borrow money on any terms and in any manner as it thinks fit;
(e) secure the repayment of money raised or borrowed, or the payment of a debt or liability;
(f) appoint agents to transact business on its behalf;
(g) enter into any other contract it considers necessary or desirable.
(3) The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes. 5
6 Not for profit organisation
(1) The Association must not distribute any surplus, income or assets directly or indirectly to its members.
(2) Subrule (1) does not prevent the Association from paying a member—
(a) reimbursement for expenses properly incurred by the member; or
(b) for goods or services provided by the member—
if this is done in good faith on terms no more favourable than if the member was not a member.
Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members.
PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES
7 Minimum number of members
The Association must have at least 5 members.
8 Who is eligible to be a member
Any person who supports the purposes of the Association is eligible for membership.
9 Application for membership
(1) To apply to become a member of the Association, a person must submit a written application to a committee member stating that the person—
(a) wishes to become a member of the Association; and
(b) supports the purposes of the Association; and
(c) agrees to comply with these Rules.
(2) The application—
(a) must be signed by the applicant; and
(b) may be accompanied by the joining fee.
The joining fee is the fee (if any) determined by the Association under rule 12(3).
10 Consideration of application
(1) As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application.
(2) The Committee must notify the applicant in writing of its decision as soon as practicable after the decision is made.
(3) If the Committee rejects the application, it must return any money accompanying the application to the applicant.
(4) No reason need be given for the rejection of an application.
11 New membership
(1) If an application for membership is approved by the Committee— 6
(a) the resolution to accept the membership must be recorded in the minutes of the committee meeting; and
(b) the Secretary must, as soon as practicable, enter the name and address of the new member, and the date of becoming a member, in the register of members.
(2) A person becomes a member of the Association and, subject to rule 13(2), is entitled to exercise his or her rights of membership from the date, whichever is the later, on which—
(a) the Committee approves the person's membership; or
(b) the person pays the joining fee.
12 Annual subscription and fee on joining
(1) At each annual general meeting, the Association must determine—
(a) the amount of the annual subscription (if any) for the following financial year; and
(b) the date for payment of the annual subscription.
(2) The Association may determine that a lower annual subscription is payable by associate members.
(3) The Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—
(a) the full annual subscription; or
(b) a pro rata annual subscription based on the remaining part of the financial year; or
(c) a fixed amount determined from time to time by the Association.
(4) The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
13 General rights of members
(1) A member of the Association who is entitled to vote has the right—
(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
(b) to submit items of business for consideration at a general meeting; and
(c) to attend and be heard at general meetings; and
(d) to vote at a general meeting; and
(e) to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and
(f) to inspect the register of members.
(2) A member is entitled to vote if—
(a) the member is a member other than an associate member; and
(b) more than 10 business days have passed since he or she became a member of the Association; and
(c) the member's membership rights are not suspended for any reason.
14 Associate members
(1) Associate members of the Association include—
(a) any members under the age of 15 years; and 7
(b) any other category of member as determined by special resolution at a general meeting.
(2) An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.
15 Rights not transferable
The rights of a member are not transferable and end when membership ceases.
16 Ceasing membership
(1) The membership of a person ceases on resignation, expulsion or death.
(2) If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members.
17 Resigning as a member
(1) A member may resign by notice in writing given to the Association.
Rule 74(3) sets out how notice may be given to the association. It includes by post or by handing the notice to a member of the committee.
(2) A member is taken to have resigned if—
(a) the member's annual subscription is more than 12 months in arrears; or
(b) where no annual subscription is payable—
(i) the Secretary has made a written request to the member to confirm that he or she wishes to remain a member; and
(ii) the member has not, within 3 months after receiving that request, confirmed in writing that he or she wishes to remain a member.
18 Register of members
(1) The Secretary must keep and maintain a register of members that includes—
(a) for each current member—
(i) the member's name;
(ii) the address for notice last given by the member;
(iii) the date of becoming a member;
(iv) if the member is an associate member, a note to that effect;
(v) any other information determined by the Committee; and
(b) for each former member, the date of ceasing to be a member.
(2) Any member may, at a reasonable time and free of charge, inspect the register of members.
Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.
Division 2—Disciplinary action
19 Grounds for taking disciplinary action 8
The Association may take disciplinary action against a member in accordance with this Division if it is determined that the member—
(a) has failed to comply with these Rules; or
(b) refuses to support the purposes of the Association; or
(c) has engaged in conduct prejudicial to the Association.
20 Disciplinary subcommittee
(1) If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.
(2) The members of the disciplinary subcommittee—
(a) may be Committee members, members of the Association or anyone else; but
(b) must not be biased against, or in favour of, the member concerned.
21 Notice to member
(1) Before disciplinary action is taken against a member, the Secretary must give written notice to the member—
(a) stating that the Association proposes to take disciplinary action against the member; and
(b) stating the grounds for the proposed disciplinary action; and
(c) specifying the date, place and time of the meeting at which the disciplinary subcommittee intends to consider the disciplinary action (the disciplinary meeting); and
(d) advising the member that he or she may do one or both of the following—
(i) attend the disciplinary meeting and address the disciplinary subcommittee at that meeting;
(ii) give a written statement to the disciplinary subcommittee at any time before the disciplinary meeting; and
(e) setting out the member's appeal rights under rule 23.
(2) The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.
22 Decision of subcommittee
(1) At the disciplinary meeting, the disciplinary subcommittee must—
(a) give the member an opportunity to be heard; and
(b) consider any written statement submitted by the member.
(2) After complying with subrule (1), the disciplinary subcommittee may—
(a) take no further action against the member; or
(b) subject to subrule (3)—
(i) reprimand the member; or
(ii) suspend the membership rights of the member for a specified period; or
(iii) expel the member from the Association.
(3) The disciplinary subcommittee may not fine the member. 9
(4) The suspension of membership rights or the expulsion of a member by the disciplinary subcommittee under this rule takes effect immediately after the vote is passed.
23 Appeal rights
(1) A person whose membership rights have been suspended or who has been expelled from the Association under rule 22 may give notice to the effect that he or she wishes to appeal against the suspension or expulsion.
(2) The notice must be in writing and given—
(a) to the disciplinary subcommittee immediately after the vote to suspend or expel the person is taken; or
(b) to the Secretary not later than 48 hours after the vote.
(3) If a person has given notice under subrule (2), a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days, after the notice is received.
(4) Notice of the disciplinary appeal meeting must be given to each member of the Association who is entitled to vote as soon as practicable and must—
(a) specify the date, time and place of the meeting; and
(i) the name of the person against whom the disciplinary action has been taken; and
(ii) the grounds for taking that action; and
(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.
24 Conduct of disciplinary appeal meeting
(1) At a disciplinary appeal meeting—
(a) no business other than the question of the appeal may be conducted; and
(b) the Committee must state the grounds for suspending or expelling the member and the reasons for taking that action; and
(c) the person whose membership has been suspended or who has been expelled must be given an opportunity to be heard.
(2) After complying with subrule (1), the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.
(3) A member may not vote by proxy at the meeting.
(4) The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.
Division 3—Grievance procedure
(1) The grievance procedure set out in this Division applies to disputes under these Rules between—
(a) a member and another member; 10
(b) a member and the Committee;
(c) a member and the Association.
(2) A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.
26 Parties must attempt to resolve the dispute
The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.
27 Appointment of mediator
(1) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 26, the parties must within 10 days—
(a) notify the Committee of the dispute; and
(b) agree to or request the appointment of a mediator; and
(c) attempt in good faith to settle the dispute by mediation.
(2) The mediator must be—
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement—
(i) if the dispute is between a member and another member—a person appointed by the Committee; or
(ii) if the dispute is between a member and the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.
(3) A mediator appointed by the Committee may be a member or former member of the Association but in any case must not be a person who—
(a) has a personal interest in the dispute; or
(b) is biased in favour of or against any party.
28 Mediation process
(1) The mediator to the dispute, in conducting the mediation, must—
(a) give each party every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties throughout the mediation process.
(2) The mediator must not determine the dispute.
29 Failure to resolve dispute by mediation
If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
PART 4—GENERAL MEETINGS OF THE ASSOCIATION
30 Annual general meetings 11
(1) The Committee must convene an annual general meeting of the Association to be held within 5 months after the end of each financial year.
(2) Despite subrule (1), the Association may hold its first annual general meeting at any time within 18 months after its incorporation.
(3) The Committee may determine the date, time and place of the annual general meeting.
(4) The ordinary business of the annual general meeting is as follows—
(a) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
(b) to receive and consider—
(i) the annual report of the Committee on the activities of the Association during the preceding financial year; and
(ii) the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;
(c) to elect the members of the Committee;
(d) to confirm or vary the amounts (if any) of the annual subscription and joining fee.
(5) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.
31 Special general meetings
(1) Any general meeting of the Association, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.
(2) The Committee may convene a special general meeting whenever it thinks fit.
(3) No business other than that set out in the notice under rule 33 may be conducted at the meeting.
General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.
32 Special general meeting held at request of members
(1) The Committee must convene a special general meeting if a request to do so is made in accordance with subrule (2) by at least 10% of the total number of members.
(2) A request for a special general meeting must—
(a) be in writing; and