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Queensland – Associations Incorporation Act

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ASSOCIATIONS INCORPORATION ACT 1981
Reprinted as in force on 22 April 2005
Reprint No. 6A
>

Contents

Part 1–Preliminary

Division 1–Introductory provisions

1. Short title

Division 2–Interpretation

1A. Excluded matter for Corporations legislation
2. Definitions

Division 3–General provisions

3. Special resolutions
4. Whether association is formed or carried on for the
purpose of
financial gain for its members

Part 2–Incorporation of association

Division 1–Preliminary

5. Eligibility for incorporation
6. Association may resolve to incorporate and adopt proposed
rules
7. Appointment of person to apply for incorporation
8. Interim officers

Division 2–Incorporation

9. Form of application etc.
10. Giving notice of application etc.
11. Objections to applications for incorporation
12. Chief executive to make decision about application
13. Chief executive to advise association and objectors of
decision
14. Registration of association
15. Certificate of incorporation

Division 3–Miscellaneous

16. Register of incorporated associations
17. Registered office
18. Inspecting register

Part 3–Effects of incorporation

Division 1–General

21. Incorporated associations are bodies corporate

Division 2–Transition from unincorporated to incorporated
association

22. Property for an association
23. Transfer of other assets, rights and liabilities
24. Duty to notify registrar of titles of land or interest in
land
etc.

Division 3–Powers of incorporated associations

25. General powers
26. Ultra vires transactions
27. Liability of members
28. Contracts

Part 4–Name of incorporated association

Division 1–Preliminary

29. Name of incorporated association to include ‘incorporated’
etc.
30. Use of ‘incorporated’ as part of name etc.
31. Name on seal
32. Name of incorporated association to appear on documents

Division 2–Exemption from use of ‘incorporated’

33. Incorporated association may be exempted from using word
‘incorporated’

Division 3–Change of name

34. Definitions for division
35. Incorporated association may apply to change its name
36. Giving notice of application to change name
37. Objections to application for change of name
38. Chief executive to advise association and objectors of
decision
39. Notice of decision
40. Registration of new name
41. New certificate of incorporation
42. Change of name does not affect legal personality

Division 4–Unsuitable names

43. Association not to have unsuitable name
44. Notice to associations having or proposing to have
unsuitable name
45. Associations may be allowed to have unsuitable names

Part 5–Rules

Division 1–Registration of rules

46. Registration of incorporated association’s rules
47. Matters not provided for in rules provided for in model
rules

Division 2–Amending rules

48. Application to register amendment of rules
49. Registration of amendment
50. Effect of amended rules
51. Effect of amendment of model rules
52. Chief executive may ask for copy of complete rules

Division 3–Miscellaneous

53. Secretary must make rules available to members if asked
54. Form in which rules must be kept

Part 6–General operation of incorporated association

Division 1–Meetings

55. First annual general meeting
56. Subsequent annual general meetings
57. General meetings

Division 2–Audits

58. Audit of newly formed incorporated association
59. Audit and statement

Part 7–Management committee

60. Management committee
61. Membership of management committee
61A. Eligibility for election to a management committee
62. Election of management committee
63. Meetings of management committee
64. Tenure of members of management committee
65. When secretary must be elected or appointed
66. Management committee to ensure association has appropriate
individual as secretary
67. Secretary may be appointed or removed at any time
68. Notification of certain office holders
69. Office of secretary
70. Insurance

Part 8–Rights and obligations of members

71. Rights of members
72. Enforcement of rights and obligations

73. Powers of Supreme Court

Part 9–Incorporation of branches and amalgamation of incorporated
associations

Division 1–Incorporation of branches

74. Members of branch may resolve to incorporate
75. Powers of appointed person
76. Modified application of Act
77. Obligations of branch
78. Branch must have word ‘branch’ in its name etc.

Division 2–Amalgamation of incorporated associations

79. Definitions for division
80. Members may resolve to amalgamate
81. Applicant incorporated associations must have agreed rules
82. Appointment of appointed person to make application
83. Chief executive may require notices to be sent to
creditors
84. Modified application of Act
85. Certificate of incorporation
86. Effect of incorporation
87. Duty to notify registrar of titles of land or interest in
land
etc.
88. Amalgamation does not affect certain rights and
obligations

Part 10–Winding-up

89. Voluntary winding-up
90. Winding-up by the Supreme Court
91. Declaration of applied Corporations legislation
92. Distribution of surplus assets
93. Cancellation of incorporation
93A. Chief executive may require information from financial
institutions before cancelling incorporation
94. Vesting of property on cancellation

Part 10A–Reinstatement

94A. Definitions for pt 10A
94B. Reinstatement
94C. Chief executive to give notice of reinstatement
94D. Effect of reinstatement

Part 11–Change in status of incorporated associations and other
entities

Division 1–Interpretation

95. Purpose of part
96. Definitions

Division 2–Incorporation of cooperatives

105A. Application of division
105B. Notice of cooperative’s proposal to become incorporated
association
105C. Application for incorporation of cooperative as
association
105D. Incorporation
105E. Chief executive must inform registrar of incorporation
105F. Registrar to give records to chief executive
105G. Recording of interests in land
105H. Directors of former cooperative
105I. Office holders of former cooperative become office holders
of
incorporated association
105J. Rules

Division 3–Registration of incorporated associations as
cooperatives

105K. Application of division
105L. Chief executive’s consent needed to proposed registration
as
cooperative
105M. Consent to proposed registration as cooperative
105N. Cancellation of registration and incorporation

Division 4–General

106. Financial year

Part 12–Reviews and appeals

Division 1–Review of decisions

109. Affected person may apply for review
110. Applying for review
111. Stay of operation of decision
112. Decision on reconsideration

Division 2–Appeals against reconsidered decisions

113. Who may make an appeal?
114. Making appeals
115. Starting appeals
116. Stay of operation of decision
117. Powers of District Court on appeal
118. Effect of court’s decision on appeal

Part 13–Miscellaneous

119. Special investigations
120. Protection from liability
121. Extension of time
121A. False or misleading information or documents

122. Punishment of fraud or misappropriation
123. Officers deemed servants
124. Penalty for falsification
125. Proof of compliance with formal requirements
126. Evidence
127. Evidentiary provisions
128. Dispositions of property
129. Delegation
130. Approval of forms
131. Recall of letters patent
132. Exemption from certain provisions of Act
133. Irregularities in proceedings
134. Regulation-making power
135. Regulations about fees and charges
136. Penalties under regulations to be limited
137. Other matters for regulations
138. Service

Part 15–Savings

144. Saving of letters patent

Endnotes

– LONG TITLE
An Act to provide for the incorporation of certain associations, for
the
regulations of the affairs of incorporated associations, and for
connected
purposes

1 Short title
This Act may be cited as the Associations Incorporation Act 1981.

1A Excluded matter for Corporations legislation
(1) An incorporated association is declared to be an excluded matter
for the
Corporations Act, section 5F,1 in relation to the Corporations
legislation
other than to the extent specified in subsection (2).
(2) Subsection (1) does not apply so as to exclude an incorporated
association
that is a company under the Corporations Act from the provisions of
Part 5A.12
of that Act, other than section 601AD(2), (3) and (4).3
(3) Subsection (1) extends to a company within the meaning of the
Corporations
Act as soon as it becomes an incorporated association under this Act.
(4) Subsection (1) has effect only for so long as a body is an
incorporated
association under this Act.

2 Definitions
In this Act–
application notice see–
(a) for an application for incorporation–section 10(1)(b); o
r
(b) for an application to change a name–section 36(1)(b).

appointed person see–
(a) for part 2–section 7(1); or
(b) for part 9, division 1–section 75(1); or
(c) for part 9, division 2–section 82(1).
approved form see section 130.4
association means an association, society, body or other entity formed,
or
carried on, for a lawful purpose.
branch, in relation to an incorporated association, means any number of
members
of an incorporated association controlled by a central entity who have
a
separate fund administered by themselves or by a committee or officers
appointed by themselves.
committee, in relation to an association which is not an incorporated
association, means the committee of the association or, if there is no
committee thereof, the persons, however styled, having the management
of the
affairs of the association, and a committee shall consist of not less
than 3
persons.
cooperative means a cooperative under the Cooperatives Act.
Cooperatives Act means the Cooperatives Act 1997.
incorporated association means an association incorporated under this
Act.
incorporation resolutions, for an association, see section 6(1).
interim officers see section 8.
legal practitioner means a duly qualified barrister or solicitor of the
Supreme
Court of this State.
legal proceeding means any civil or criminal proceeding or inquiry in
which
evidence is or may be given, and includes an arbitration.
management committee of an incorporated association means the
association’s
management committee formed under this Act.
model rules, for an association, means the model rules prescribed under
the
regulations.
objection notice see–
(a) for an application for incorporation–section 10(2); or
(b) for an application by an association to change its name–
section
36(2).
objector see–
(a) for an application for incorporation–section 11; or
(b) for an application to change an incorporated association’s
name–
section 37.
officer of an incorporated association means the following individuals-

(a) the association’s president;
(b) the association’s secretary;
(c) the association’s treasurer;
(d) a member of the association’s management committee;
(e) a manager appointed by the management committee for the
association.

own rules of an association means any of the association’s rules that
are not
the model rules.
parent association, of a branch, means the central entity of the branch
if the
entity is–
(a) formed or carried on for a purpose other than providing
financial
gain for its members; and
(b) incorporated under–
(i) this or another Act; or
(ii) a Commonwealth law or another State’s law; or
(iii) royal charter.
president of an incorporated association means the member of the
association’s
management committee who usually presides at management committee
meetings,
whatever the person’s position is called.
proposed rules for an association means the rules the association
proposes will
become its rules on its incorporation under this Act.
public trustee means the public trustee within the meaning of the
Public
Trustee Act 1978.
register of incorporated associations means the register of
incorporated
associations kept by the chief executive under section 16.
repealed Acts means the Acts specified in the schedule repealed by
section 4(1)
as in force immediately before the commencement of the amendments of
this Act
made by the Statute Law (Miscellaneous Provisions) Act (No. 2) 1993.

rules of an incorporated association include its constitution and
regulations.
secretary of an incorporated association means the person elected or
appointed
as the association’s secretary under this Act.
special resolution of an association means a resolution passed at a
general
meeting of the association by the votes of 3/4 of the members who are
present
and entitled to vote on the resolution.
treasurer of an incorporated association means the member of the
association’s
management committee responsible for the finances of the association,
whatever
the person’s position is called.

3 Special resolutions
(1) Written notice of a proposed special resolution, and of the time
and place
of the general meeting at which it is proposed to move the resolution,
must be
given, as required under the association’s rules, before the general
meeting to
each member of the association who has a right to vote on the
resolution.

(2) The notice must state the terms of the proposed special resolution
.
(3) A special resolution about which notice has not been given under
this
section has no effect.
(4) A declaration by the person presiding at a general meeting that a
resolution has been passed at the meeting by the votes of 3/4 of the
members
who are present and entitled to vote on the resolution is conclusive
evidence
of the fact, unless a poll is demanded at the meeting.

4 Whether association is formed or carried on for the purpose of
financial gain
for its members
(1) An association is not formed or carried on for the purpose of
financial
gain for its members merely because 1 or more of the following
circumstances
apply to it5–
(a) the association makes a financial gain, but no part of the
gain
is divided among, or received by, any of the association’s
members;
(b) the association is established to protect or regulate a trade
,
business, industry or calling (the pursuit) engaged in by its
members, or in which they are interested, but the association does
not itself engage or take part in the pursuit;
(c) the association provides its members with facilities or
services;
(d) the association trades with its members, but the trade is
ancillary to its principal purpose;
(e) the association trades with the public, but the trade is
ancillary to the association’s principal purpose and is not
substantial when compared with its other activities;
(f) the association makes a financial gain from–
(i) trading to which paragraph (d) or (e) applies; or
(ii) charging admission fees to displays, exhibitions,
contests, sporting fixtures or other occasions conducted to
promote its objects; or
(iii) charging subscriptions to further its objects; or
(iv) receiving donations to further its objects;
(g) the members of the association are entitled to divide the
property of the association between them on its dissolution;
(h) a member of the association–
(i) receives a salary as an employee or officer of the
association; or
(ii) makes a financial gain from the association to which a
non-member, acting instead of the member, would equally be
entitled; or
(iii) receives a trophy or prize (other than money) from
the association because of a competition; or
(iv) receives temporary assistance because of illness,
injury or bereavement or other financial hardship suffered
by the member.
(2) If a person receives a financial gain from an association because
of the

membership of the association of someone else (the member), the
financial gain
is taken to have been received by the member.
(3) In subsection (1)(b)–
association includes a branch or part of the association.

5 Eligibility for incorporation
(1) An association is not eligible for incorporation under this Act if

the
association–
(a) has less than 7 members; or
(b) is–
(i) a corporation; or
(ii) a partnership under the Partnership Act 1891; or
(iii) an organisation under the Industrial Relations Act
1999 that is incorporated because of the application of
section 4236 of that Act; or
(iv) a school council or parents and citizens association
under the Education (General Provisions) Act 1989; or
(c) is formed or carried on for the purpose of providing financia
l
gain for its members;7 or
(d) is provided for in a special Act that–
(i) incorporates–
(ii) provides the association may sue or be sued, or hold
property, in the name of the association or an officer of
the association; or
(iii) specially regulates its affairs; or
(e) has as its main purpose the holding of property–
(i) in which its members have a disposable interest; or
(ii) that the members have a right to divide between all or
some of them; or
(iii) for use by some or all of its members or among
persons claiming through, or nominated by, some or all of
its members; or
(iv) for distribution of the property, or income from the
property, among some or all of its members or among persons
claiming through, or nominated by, some or all of its
members; or
(f) has an object of raising a fund by subscription of its member
s
to
make loans to them.
(2) However, subsection (1)(e)(iv) does not make an association
ineligible for
incorporation if the chief executive is satisfied the association has
as its
main purpose the holding of property for meeting the medical, hospital,
nursing
and rehabilitation costs (the medical costs), and similar and related
costs, of
an individual who is suffering from a serious medical condition or
injury.

6 Association may resolve to incorporate and adopt proposed rules
(1) An association may, by special resolution (the incorporation
resolutions)–
(a) decide to incorporate under this Act; and
(b) adopt proposed rules for the incorporated association.

(2) The proposed rules may be the model rules or its own rules.

7 Appointment of person to apply for incorporation
(1) After passing the incorporation resolutions, the association must,

by
resolution of its members, appoint an individual (the appointed person)

to
prepare and make an application for the association to be incorporated
under
this Act.
(2) The appointed person may do anything necessary or desirable to
obtain the
incorporation of the association.
(3) Subsection (2) has effect despite anything in the association’s
rules.

8 Interim officers
(1) After passing the incorporation resolutions, the association must
also
elect interim officers for the incorporated association.
(2) The interim officers must include a president and treasurer for th
e
incorporated association.
(3) The interim officers may include a secretary and other officers fo
r
the
incorporated association.8
(4) The interim officers are taken to hold the offices for which they
are
elected–
(a) on the association becoming incorporated; and
(b) until office holders are elected or appointed to office by th
e
incorporated association.

9 Form of application etc.
(1) An application for incorporation of an association may be made to
the chief
executive in the approved form.
(2) The application must be accompanied by the information, documents
and fees
required under the regulations.
(3) The application must–
(a) if the association’s proposed rules are the model rules–stat
e
that fact and include a copy of the objects proposed for the
incorporated association; and
(b) if the association’s proposed rules are not the model rules–
be
accompanied by a copy of the proposed rules and a statutory
declaration by the appointed person stating that the rules comply
with this Act.9

10 Giving notice of application etc.
(1) On receiving the association’s application for incorporation, the
chief
executive may require the association to–
(a) give further relevant information or documents to the chief
executive about the application; and
(b) publish a notice about the application (the application
notice).

(2) The chief executive may require the association to include in the
application notice a statement that a person may object to the
association’s
incorporation by giving the chief executive a written notice (an
objection
notice) clearly stating the objector’s reasons for objecting within 14
days
after the notice is published.
(3) The chief executive may require the association to publish the
application
notice by public advertisement and other ways the chief executive
considers
appropriate.
(4) The chief executive may also require the association to give notic
e
of the
application in other ways, and to other persons, the chief executive
considers
appropriate.

11 Objections to applications for incorporation
A person (an objector) may object to the association’s application for

incorporation by giving the chief executive an objection notice within
14 days
after the application notice is published.

12 Chief executive to make decision about application
After considering the association’s application for incorporation and
any
objections properly made to the application, the chief executive must–
(a) grant the application; or
(b) refuse the application.

13 Chief executive to advise association and objectors of decision
(1) Within 14 days after granting or refusing the association’s
application,
the chief executive must give written notice of the decision to the
association
and each objector.
(2) If the application is refused, the notice to the association must
include
the chief executive’s reasons for the decision.
(3) If the application is granted, the notice to each objector must
include the
chief executive’s reasons for the decision.

14 Registration of association
(1) If the chief executive grants the association’s application for
registration, the chief executive must register the association by
entering
particulars of the association in the register.
(2) On registration–
(a) the association is incorporated; and
(b) the members of the association become members of the
incorporated
association; and
(c) the name for the incorporated association becomes the
registered

name of the incorporated association.

15 Certificate of incorporation
(1) On registration of the association, the chief executive must issue

a
certificate of incorporation to the association.
(2) The certificate is conclusive evidence that the requirements of
this Act
about the association’s registration and matters preceding or
incidental to the
registration have been complied with.

16 Register of incorporated associations
(1) The chief executive must keep a register of incorporated
associations.
(2) The register must include the following particulars about each
incorporated
association–
(a) the association’s name;
(b) the address of the association’s registered office;
(c) the day the association’s particulars are entered in the
register;
(d) other particulars the chief executive considers appropriate.

17 Registered office
(1) The members of the management committee of an incorporated
association must
ensure the association has a registered office complying with
subsection (2).
Maximum penalty for each member of the management committee–5 penalty
units.
(2) The registered office must be a place in the State where a documen
t
can be
served personally on a person.
Example–
A post office box is not a place that can be shown as a registered
office.
(3) It is a defence to a prosecution of a member of a management
committee for
an offence against subsection (1) for the member to prove he or she
took all
reasonable steps to ensure the association complied with subsection
(1).
(4) If the association’s registered office changes, the secretary must

give
written notice in the approved form of the change to the chief
executive within
1 month of the change.
Maximum penalty–5 penalty units.

18 Inspecting register
(1) On payment of the fee prescribed under a regulation, a person may
inspect
the register or get a copy of details in the register–
(a) at the department’s Brisbane office when the office is open t
o
the public; or
(b) by using a computer.

(2) A person may pay the fee, in advance or in arrears, under an
arrangement
approved by the chief executive.
(3) In this section–
computer means a mechanical, electronic or other device for the
processing of
data.

21 Incorporated associations are bodies corporate
An incorporated association–
(a) is a body corporate with perpetual succession; and
(b) has a seal; and
(c) may sue or be sued in its corporate name.

22 Property for an association
(1) On incorporation of an association–
(a) property held for the association or its objects, whether on
trust or otherwise, becomes property of the incorporated
association;
and
(b) the provisions of a trust that applied to the property
immediately before incorporation continue to apply.
(2) The operation of subsection (1)(a)–
(a) does not affect a covenant, contract or liability that applie
d
to
the property before the association’s incorporation; and
(b) relieves a person who held the property for the association o
r
its objects, whether on trust or otherwise, from–
(i) liability or accountability for the property; or
(ii) being bound to see to the application, distribution or
appropriation of the property.

23 Transfer of other assets, rights and liabilities
(1) On incorporation of an association, the association’s assets,
rights and
liabilities become the incorporated association’s assets, rights and
liabilities.
(2) A legal proceeding by or against the association that has not been

finished
before the incorporation of the association may be continued and
finished by or
against the incorporated association.
(3) However, an action about a deficit in the association’s funds
before it
incorporated may be started or continued against a trustee for, or
committee
member of, the association as if the association had not incorporated.
(4) The rights and liabilities of the parties to an action mentioned i
n
subsection (3) are the rights and liabilities the parties would have
had if the
incorporation did not happen.

24 Duty to notify registrar of titles of land or interest in land etc.
(1) The secretary of an incorporated association must ask the registra
r
of
titles, or anyone else who is required to keep a register about
dealings in

property, (the registering authority) to record in the appropriate
register
land or an interest in land gained by the association because of its
incorporation under this Act.
(2) The secretary must make the request under subsection (1) within
30
days
after the incorporated association gains the land or interest in land.
Maximum penalty–10 penalty units.
(3) If asked by the secretary of an incorporated association, the
registering
authority must make in the appropriate register all entries necessary
to record
the land or interest in land gained by the incorporated association
because of
its incorporation under this Act.
(4) The request must be made in a way that satisfies the usual
requirements of
the registering authority.
(6) The registering authority must comply with the request of the
secretary
under subsection (1) even if the request is made after the day
mentioned in
subsection (2).

25 General powers
(1) An incorporated association has, in the exercise of its affairs,
all the
powers of an individual.
(2) An incorporated association may, for example–
(a) enter into contracts; and
(b) acquire, hold, deal with and dispose of property; and
(c) make charges for services and facilities it supplies; and
(d) do other things necessary or convenient to be done in carryin
g
out its affairs.
(3) An incorporated association may also issue secured and unsecured
notes,
debentures and debenture stock for the association.

26 Ultra vires transactions
(1) No act of an incorporated association (including the entering int
o
of an
agreement by the incorporated association) and no conveyance or
transfer of
property, whether real or personal, to or by an incorporated
association shall
be invalid by reason only of the fact that the incorporated association
was
without capacity or power (whether by provision of this Act or by its
rules or
otherwise) to do such act or to execute or take such conveyance or
transfer.
(2) Any such lack of capacity or power may be asserted or relied upon
only in–
(a) proceedings against the incorporated association by any membe
r
of
the incorporated association to restrain the doing of any act or
acts

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

27 Liability of members
A secretary, member of a management committee or member of an
incorporated
association as such, is not personally liable, except as provided in
the rules
of the incorporated association, to contribute towards the payment of
the debts
and liabilities of the incorporated association or the costs, charges
and
expenses of a winding-up of the incorporated association, beyond the
property
of the incorporated association in the person’s hands.

28 Contracts
(1) Contracts entered into by an incorporated association shall be mad
e
as
follows–
(a) a contract which, if made between private persons, would be
required by law to be in writing and under seal shall be made in
writing and under the common seal of the incorporated association;
(b) a contract which, if made between private persons, would be
required by law to be in writing signed by the parties to be
charged
therewith shall be made in writing signed by any person acting
under
the express or implied authority of the incorporated association;
(c) a contract which, if made between private persons, would be
valid

in law although made by verbal agreement, and not reduced into
writing, may be made by verbal agreement on behalf of the
incorporated association by any person acting under authority of
the
incorporated association.
(2) All contracts made according to the provisions contained in this
section
shall be effectual in law and shall bind the incorporated association
and its
successors and all other parties thereto, and may be varied or
discharged in
the manner in which it is authorised to be made.
(3) A document or proceeding requiring authentication by the
incorporated
association may be signed by the secretary and need not be under its
common
seal.

29 Name of incorporated association to include ‘incorporated’ etc.
(1) An incorporated association must have the word ‘incorporated’ or
‘inc’ as
part of and at the end of its name.
(2) The association may use the words ‘incorporated’ or ‘inc’
interchangeably.

30 Use of ‘incorporated’ as part of name etc.
(1) A person or unincorporated association must not operate under, or
use as
its name or title, a name or title that includes the word
‘incorporated’, or an
abbreviation of the word.
(2) A person who contravenes subsection (1), and each person having
the
control
of the management of an association that contravenes the subsection,
commits an
offence.
Maximum penalty–10 penalty units.
(3) For this section, a person has control of the management of an
association
if the person is in a position to influence the association’s conduct
of the
association in relation to the offence.
(4) However, it is a defence for the person to prove that the person
took all
reasonable steps to ensure that the association complied with
subsection (1).

31 Name on seal
(1) An incorporated association’s name must appear on its seal in
legible
characters.
(2) If an incorporated association’s name does not appear on its seal
in
legible characters, the use of the seal is not effective.

32 Name of incorporated association to appear on documents

An incorporated association must ensure a document it endorses or
issues
(including advertising material) has the association’s name in legible

characters.
Maximum penalty–5 penalty units.

33 Incorporated association may be exempted from using word
‘incorporated’
(1) An association may, by resolution of its members, decide to apply
to the
chief executive for exemption from section 2910–
(a) at the time of incorporation of the association; or
(b) if it is an incorporated association–at another time.
(2) The application must be in the approved form and be accompanied by

the
information, documents and fees required under the regulations.
(3) After considering the application, the chief executive may grant o
r
refuse
it.
(4) Within 14 days after granting or refusing the association’s
application,
the chief executive must give written notice of the decision to the
association.
(5) If the application is granted, the chief executive must require th
e
association to notify members of the public of the grant within 30 days
after
being informed by the chief executive of the grant.
(6) The chief executive may require the association to give the notice

by
public advertisement and other ways the chief executive considers
appropriate.
(7) If the application is refused, the notice to the association must
include
the chief executive’s reasons for the decision.

34 Definitions for division
In this division–
new name of an incorporated association means a name registered for the
association under this division instead of its old name.
old name of an incorporated association means the name of the
association
immediately before its new name is registered under this division.
proposed new name of an incorporated association means a name an
incorporated
association decides to apply to have registered instead of its old
name.

35 Incorporated association may apply to change its name
(1) An incorporated association may, by special resolution, decide to
change
its name.
(2) The incorporated association may apply to the chief executive to
have the
change of name registered.
(3) The application must be–
(a) made within 3 months after the passing of the special
resolution;

and
(b) in the approved form; and
(c) accompanied by the information, documents and fees required
under
the regulations.

36 Giving notice of application to change name
(1) On receiving the incorporated association’s application to change
its name,
the chief executive may require the association to–
(a) give further relevant information or documents to the chief
executive about the application; or
(b) publish a notice about the application (the application
notice).
(2) The chief executive may require the association to include in the
application notice a statement that a person may object to the
association’s
change of name by giving the chief executive a written notice (an
objection
notice) clearly stating the objector’s reasons for objecting within 14
days
after the notice is published.
(3) The chief executive may require the association to publish the
application
notice by public advertisement and other ways the chief executive
considers
appropriate.
(4) The chief executive may also require the association to give notic
e
of the
application in other ways, and to other persons, the chief executive
considers
appropriate.
(5) The chief executive may give notice of the application in the ways
,
and to
the persons, the chief executive considers appropriate.

37 Objections to application for change of name
A person (an objector) may object to the incorporated association’s
application
to change its name by giving the chief executive an objection notice
within 14
days after the application notice is published.

38 Chief executive to advise association and objectors of decision
After considering the incorporated association’s application to change
its name
and any objections properly made to the application, the chief
executive must–
(a) grant the application; or
(b) refuse the application.

39 Notice of decision
(1) Within 14 days after granting or refusing the incorporated
association’s
application, the chief executive must give written notice of the
decision to
the association and each objector.

(2) If the application is refused, the notice to the association must
include
the chief executive’s reasons for the decision.
(3) If the application is granted, the notice to each objector must
include the
chief executive’s reasons for the decision.

40 Registration of new name
(1) If the chief executive grants the incorporated association’s
application to
change its name, the chief executive must register the new name for the
incorporated association by entering the name in the register.
(2) The change of name has effect only when it is registered by the
chief
executive.

41 New certificate of incorporation
(1) On registration of the incorporated association’s new name, the
chief
executive must issue the association with a new certificate of
incorporation.
(2) However, the chief executive may act under subsection (1) only i
f
the
association’s existing certificate of incorporation has been returned
to the
chief executive or the chief executive is satisfied that it has been
lost or
destroyed.

42 Change of name does not affect legal personality
(1) A change of name of an incorporated association does not–
(a) affect its legal personality or identity; or
(b) affect a right or obligation of the association or anyone
else;
or
(c) make legal proceedings by or against the association
defective.
(2) Without limiting subsection (1), the change of name of the
incorporated
association does not affect a right, obligation or benefit the
association
would have had or enjoyed apart from the change of name.
(3) Also, but without limiting subsection (1), if a legal proceeding

might have
been continued or started by or against the incorporated association
under its
old name, it may be continued or started by or against it under its new
name.

43 Association not to have unsuitable name
The chief executive must not grant an association’s application–
(a) for incorporation–if the association’s name contains anythin
g
a
regulation declares is an unsuitable name; or
(b) to register a change of name–if the proposed new name
contains
anything a regulation declares is an unsuitable name.

44 Notice to associations having or proposing to have unsuitable name
(1) The chief executive must send a written notice to an association i
f
the
chief executive considers that–
(a) the proposed name for the association on its incorporation is
,
or
includes, an unsuitable name; or
(b) the proposed new name for the incorporated association is, or

includes, an unsuitable name.
(2) The notice must–
(a) inform the association that the chief executive considers tha
t
the proposed name, or proposed new name, for the incorporated
association is, or includes, an unsuitable name; and
(b) give reasons why the name is unsuitable.
(3) If the association is an incorporated association, the chief
executive may
send a written notice to the association–
(a) stating that the chief executive considers that the
association’s
name is an unsuitable name; and
(b) asking the association to apply for a new name for the
association within 35 days of sending the notice.
(4) If the incorporated association does not comply with the request
under
subsection (3)(b) within 40 days after it is given the notice, the
chief
executive may cancel the association’s incorporation.

45 Associations may be allowed to have unsuitable names
(1) An association may make a written application to the chief
executive to
have a name for the association that is, or includes, an unsuitable
name.
(2) The application may be made when applying for incorporation of the

association or at any other time.
(3) The application must be in the approved form and be accompanied by

the
information, documents and fees required under the regulations.
(4) After considering the association’s application, the chief
executive must
grant or refuse the application.
(5) Within 14 days after granting or refusing the association’s
application,
the chief executive must give written notice of the decision to the
association.
(6) If the application is refused, the notice to the association must
include
the chief executive’s reasons for the decision.
(7) This section has effect despite section 43.11

46 Registration of incorporated association’s rules
(1) If an association’s proposed rules on incorporation are the model
rules, on
registration of the association the chief executive must make an entry
in the
register stating the model rules are the rules of the association.

(2) On registration, the rules of the incorporated association consist

of–
(a) the association’s name; and
(b) the objects for the association stated in the application for

incorporation of the association; and
(c) the model rules in the form in which they exist when the
association is incorporated.
(3) If an association’s proposed rules on incorporation are its own
rules, on
registration of the association the chief executive must make an entry
in the
register stating the association’s rules are its own rules.
(4) On registration of the association mentioned in subsection (3),
the
rules
of the incorporated association are its own rules.
(5) An entry in the register stating an association’s rules are its ow
n
rules
does not validate, or cure any defect in, the rules.

47 Matters not provided for in rules provided for in model rules
(1) If a matter is not provided for under an incorporated association’
s
own
rules but the matter is provided for under a provision of the model
rules (the
additional provision), the association’s own rules are taken to include

the
additional provision.
(2) This section does not affect the ability of an incorporated
association to
amend its rules under this Act.
(3) Subsection (1) does not apply to an incorporated association as
far
as its
own rules provide that the subsection does not apply to the
association.

48 Application to register amendment of rules
(1) An incorporated association may, by special resolution, decide to
amend its
rules.
(2) An incorporated association may apply to the chief executive to
have the
amendment registered.
(2A) Within 3 months after the special resolution mentioned in
subsection (1)
is passed, the association must give the application to the chief
executive.
Maximum penalty–1 penalty unit.
(3) The application must be in the approved form and be accompanied by

the
information, documents and fees required under the regulations.
(4) The application must also be accompanied by–
(a) a copy of the amendment or the complete rules with the
amendment
clearly shown; and
(b) a statutory declaration by the association’s secretary statin
g
the amendment complies with this Act.12

(5) After considering the association’s application, the chief
executive must
grant or refuse the application.
(6) Within 14 days after granting or refusing the association’s
application,
the chief executive must give written notice of the decision to the
association.
(7) If the application is refused, the notice to the association must
include
the chief executive’s reasons for the decision.
(8) The amendment does not take effect if it is not registered by the
chief
executive under section 49.

49 Registration of amendment
(1) If the chief executive grants the application for registration of
the
amendment of the incorporated association’s rules, the chief executive
must
register the amendment.
(2) On registration of the amendment, the incorporated association’s
rules are
its rules as amended.

50 Effect of amended rules
(1) In this section–
new rules of an incorporated association means the association’s rules
on
registration of an amendment of its rules.
old rules of an incorporated association means the association’s rules
immediately before registration of an amendment of its rules.
registration means registration under this division.
(2) The new rules of an incorporated association do not affect a right
,
liability or obligation under the association’s old rules.
(3) However, rights, liabilities and obligations under the old rules
are
extinguished to the extent they–
(a) existed between–
(i) a member of the incorporated association and the
incorporated association; or
(ii) the incorporated association’s members; and
(b) were not the subject of litigation immediately before the
registration of the new rules.

51 Effect of amendment of model rules
(1) This section applies if an incorporated association’s rules are th
e
model
rules and the association amends its rules.
(2) On registration of the amendments, the model rules as amended
become the
association’s own rules.

52 Chief executive may ask for copy of complete rules
(1) The chief executive may ask the secretary of an incorporated
association to
send the chief executive, within 21 days of the chief executive making
the

request–
(a) a complete copy of the incorporated association’s rules; and
(b) a statutory declaration by the secretary stating that the cop
y
of
the rules sent to the chief executive is a copy of the complete
rules
of the incorporated association.
(2) The secretary must comply with the request.
Maximum penalty for subsection (2)–2 penalty units.

53 Secretary must make rules available to members if asked
(1) A member of an incorporated association may ask the association’s
secretary
for a copy of the association’s rules.
(2) The secretary may require the member to pay an amount to the
secretary to
cover the reasonable costs of providing the copy to the member.
(3) The secretary must give the member a complete copy of the
association’s
rules as soon as practicable after the member pays any reasonable costs
required under subsection (2).
Maximum penalty for subsection (3)–1 penalty unit.

54 Form in which rules must be kept
The secretary of an incorporated association must ensure the
association’s
rules, or a copy of the rules that is given or sold to someone else,
are set
out in printed legible form (whether typewritten or otherwise).
Maximum penalty–5 penalty units.

55 First annual general meeting
An incorporated association must hold its first annual general meeting
within
18 months after the day the association is incorporated.

56 Subsequent annual general meetings
An incorporated association must hold subsequent annual general
meetings–
(a) at least once each year; and
(b) within 6 months after the end of the association’s previous
financial year.

57 General meetings
(1) The members of the management committee of an incorporated
association must
ensure that the association complies with its rules about the calling
and
holding of meetings.
Maximum penalty for each member of the management committee–10 penalty
units.
(2) It is a defence to a prosecution of a member of the management
committee
for an offence against subsection (1) for the member to prove he or sh
e
took
all reasonable steps to ensure the association complied with the
subsection.

(3) If an incorporated association makes decisions at a meeting of the

association in breach of its rules about quorums for the meeting, the
decisions
have no effect.

58 Audit of newly formed incorporated association
(1) If an association is incorporated within 3 months of the end of th
e
association’s financial year, the association is not required to comply
with
section 59 for the financial year it is incorporated.
(2) However, in its first audited statement a reference to a financial

year
under section 59 is taken to include the financial year the association
was
incorporated.

59 Audit and statement
(1) The members of the management committee of an incorporated
association must
ensure the association, within 6 months of the close of the financial
year
prescribed, or more frequently if the rules of the incorporated
association so
provide–
(a) prepares a statement containing the following particulars–
(i) the income and expenditure of the incorporated
association during its last financial year; and
(ii) the assets and liabilities of the incorporated
association at the close of the said year; and
(iii) all mortgages, charges and securities of any
description affecting any of the property of the
incorporated association at the close of the said year; and
(b) causes the financial affairs of the incorporated association
to
be audited by–
(i) a person registered as an auditor under the
Corporations Act; or
(ii) a member of CPA Australia or the Institute of
Chartered Accountants in Australia; or
(iii) a member of the National Institute of Accountants,
other than an associate, who has satisfactorily completed
an auditing component of a course of study in accountancy
of at least 3 years duration at a tertiary level conducted
by a prescribed university or other prescribed institution
under the Corporations Act, section 1280(2A)(a)13; or
(iv) a person who the chief executive considers has
appropriate qualifications; and
(c) presents the audited statement to the annual general meeting
for
adoption.
Maximum penalty for each member of the management committee–10 penalty
units.
(2) No person shall consent to be appointed, or act, as the auditor of

an
incorporated association, or prepare for or on behalf of such an
incorporated

association any financial statement or any report or certificate
relating
thereto that is required by or under this Act to be prepared by the
auditor of
such an incorporated association if the person is–
(a) the secretary, or a member of the management committee, of th
e
incorporated association; or
(b) an employee of the incorporated association; or
(c) a partner, employer, or employee of the secretary, or a
partner,
employer or employee of a member of the management committee, of
the
incorporated association.
Maximum penalty–10 penalty units.
(3) A person who is partner in any unincorporated body shall not
consent to be
appointed, or act, as the auditor of an incorporated association or
prepare for
or on behalf of an incorporated association any financial statement or
any
report or certificate required by or under this Act to be prepared by
the
auditor of such an incorporated association, if any of the partners of
that
unincorporated body is disqualified under subsection (2) from acting a
s
auditor
of the incorporated association.
Maximum penalty–10 penalty units.
(4) The secretary of an incorporated association shall, within 1 month

after
the adoption of the audited statement by the annual general meeting as
required
by subsection (1), or, if the chief executive (who is hereby authoris
ed
so to
do) allows a longer period, within the period allowed by the chief
executive,
lodge with the chief executive a copy of that statement certified to be
correct
by the person who audited the financial affairs of the incorporated
association.
Maximum penalty–4 penalty units.
(5) For the purposes of subsection (4), the chief executive may, whe
re
the
chief executive considers it appropriate, exempt an incorporated
association
from lodgment of the statement.
(6) The financial statement of an incorporated association shall be
available
for inspection by the public.
(7) The chief executive may, in any case where the chief executive
considers it
desirable so to do, direct in writing an incorporated association to
publish in
such manner and within such time as is set out in the direction, a copy
of the
statement certified to be correct referred to in subsection (4) and th
e
members

of the management committee must ensure the association complies in all
respects with the terms of such direction.
Maximum penalty for each member of the management committee–5 penalty
units.
(8) It is a defence to a prosecution of a member of a management
committee for
an offence against this section for the member to prove he or she took
all
reasonable steps to ensure this section was complied with.

60 Management committee
(1) Subject to this Act, the business and operations of an incorporate
d
association shall be controlled by a management committee.
(2) Every member of the management committee and any manager duly
appointed by
the management committee acting in the business or operations of the
incorporated association shall be deemed to be the agent of the
incorporated
association for all purposes within its objects.
(3) The acts of a member of the management committee shall be valid
notwithstanding any defect that may afterwards be discovered in the
member’s
appointment or qualifications.

61 Membership of management committee
(1) An incorporated association must have a management committee.
(2) All members of the management committee must be adults.
(3) The management committee must have at least 3 members of whom–
(a) 1 holds the office of president; and
(b) another holds the office of treasurer.

61A Eligibility for election to a management committee
(1) A person is not eligible to be elected as a member of an
incorporated
association’s management committee if–
(a) the person has been convicted–
(i) on indictment; or
(ii) summarily and sentenced to imprisonment, other than in
default of payment of a fine; and
(b) the rehabilitation period in relation to the conviction has
not
expired.
(1A) Also, a person is not eligible to be elected as a member of an
incorporated association’s management committee if–
(a) under the Bankruptcy Act 1966 (Cwlth) or the law of an
external
territory or another country, the person is an undischarged
bankrupt;
or
(b) the person has executed a deed of arrangement under the
Bankruptcy Act 1966 (Cwlth), part X or a corresponding law of an
external territory or another country and the terms of the deed
have
not been fully complied with; or
(c) the person’s creditors have accepted a composition under the
Bankruptcy Act 1966 (Cwlth), part X or a corresponding law of an
external territory or another country and a final payment has not

been made under the composition.
(2) In this section–
rehabilitation period has the meaning given in the Criminal Law
(Rehabilitation
of Offenders) Act 1986.

62 Election of management committee
(1) The members of the management committee shall be elected at the
annual
general meeting or any general meeting of the incorporated association
in
accordance with its rules.
(2) Notwithstanding the provisions of subsection (1) the rules of an

incorporated association may permit the management committee to fill a
casual
vacancy on the management committee.

63 Meetings of management committee
(1) Meetings of the management committee shall be held as often as may

be
necessary for properly conducting the business and operations of the
incorporated association, but shall be held at least once in every 4
calendar
months and a quorum for a meeting shall be prescribed by the rules.
(2) The management committee may hold meetings, or allow members to
take part
in its meetings, by telephone, video link or another form of
communication.

64 Tenure of members of management committee
(1) The members of the management committee shall hold office and
retire and
may be removed from office as prescribed by the rules.
(2) The office of a member of the management committee shall be vacate
d
in such
circumstances (if any) as may be prescribed by the rules of the
incorporated
association or if the person holding that office–
(a) dies; or
(b) becomes bankrupt or compounds with creditors or otherwise
takes
advantage of the laws in force for the time being relating to
bankruptcy; or
(d) is–
(i) convicted of an offence under this Act; or
(ii) convicted of an indictable offence or an offence
punishable on summary conviction for which the person is
sentenced to imprisonment, other than in default of payment
of a fine; or
(e) has been convicted on indictment or summarily and sentenced t
o
imprisonment, other than in default of payment of a fine, and the
rehabilitation period in relation to the conviction has not
expired.
(3) In this section–
rehabilitation period has the meaning given in the Criminal Law
(Rehabilitation
of Offenders) Act 1986.

65 When secretary must be elected or appointed
(1) This section applies to an incorporated association that did not
elect an
interim officer as secretary before its incorporation.
(2) The members of the incorporated association’s management committee

must
ensure a secretary is appointed or elected for the association within 1
month
after its incorporation.
Maximum penalty for each member of the management committee–10 penalty
units.
(3) If a vacancy happens in the office of secretary for the
incorporated
association, the members of the management committee must ensure a
secretary is
appointed or elected for the association within 1 month after the
vacancy
happens.
Maximum penalty for each member of the management committee–10 penalty
units.
(4) It is a defence to a prosecution of a member of the management
committee
for an offence against this section for the member to prove he or she
took all
reasonable steps to ensure this section was complied with.

66 Management committee to ensure association has appropriate
individual as
secretary
(1) The management committee of an incorporated association must ensur
e
the
secretary is an individual residing in Queensland, or in another State
but not
more than 65 km from the Queensland border, who is–
(a) a member of the incorporated association elected by the
association as secretary; or
(b) a member of the incorporated association’s management
committee
appointed by the committee as secretary; or
(c) appointed by the management committee as secretary (whether
or
not the individual is a member of the incorporated association).
Maximum penalty for each member of the management committee–10 penalty
units.
(2) It is a defence to a prosecution of a member of the management
committee
for an offence against subsection (1) for the member to prove he or sh
e
took
all reasonable steps to ensure the subsection was complied with.

67 Secretary may be appointed or removed at any time
(1) The management committee of an incorporated association may appoin
t
and
remove the association’s secretary at any time.
(2) Subsection (1) applies despite anything in the association’s rul
es.

68 Notification of certain office holders

(1) If an incorporated association appoints or elects a secretary for
the
association under section 65,14 the members of the management committee
must
ensure the association notifies the chief executive in the approved
form of the
appointment or election within 1 month after it happens.
Maximum penalty for each member of the management committee–2 penalty
units.
(2) It is a defence to a prosecution of a member of the management
committee
for an offence against subsection (1) for the member to prove he or sh
e
took
all reasonable steps to ensure the association complied with the
subsection.
(3) The secretary of an incorporated association must notify the chief

executive in the approved form of a change to the membership of the
offices of
the president, secretary or treasurer within 1 month after it happens.
Maximum penalty–2 penalty units.
(4) The secretary of an incorporated association must notify the chief

executive in the approved form of a change of the secretary’s address
within 1
month after it happens.
Maximum penalty–2 penalty units.

69 Office of secretary
(1) The secretary may, unless the rules of the incorporated associatio
n
otherwise provide, hold any other office in the incorporated
association except
the office of auditor.
(2) The office of secretary shall become vacant if the person holding
that
office–
(a) dies;
(b) becomes bankrupt or compounds with creditors or otherwise
takes
advantage of the laws in force for the time being relating to
bankruptcy;
(d) is–
(i) convicted of an offence under this Act; or
(ii) convicted of an indictable offence or an offence
punishable on summary conviction for which the person is
sentenced to imprisonment, other than in default of payment
of a fine.
(e) resigns office by writing under the person’s hand addressed t
o
the management committee of the incorporated association;
(f) ceases to be resident in Queensland, or in another State but
not
more than 65 km from the Queensland border.

70 Insurance
(1) Forthwith on receiving a certificate of incorporation, the members

of the
management committee must ensure the incorporated association takes out
insurance in respect of damage to property, death or bodily injury
occurring

upon the property of the incorporated association for a cover of at
least $1
100 000, and shall keep such insurance cover current at all times.
Maximum penalty for each member of the management committee–2 penalty
units.
(2) The secretary of the incorporated association shall notify the
chief
executive of the taking out of the insurance referred to in subsection
(1),
within 1 month after such insurance has been effected.
Maximum penalty–1 penalty unit.
(3) It is a defence to a prosecution of a member of a management
committee for
an offence against subsection (1) for the member to prove he or she
took all
reasonable steps to ensure the association complied with subsection
(1).

71 Rights of members
(1) Upon incorporation the rules of the association shall constitute
the terms
of a contract between the members from time to time and the
incorporated
association.
(2) Where a member of an incorporated association is deprived by a
decision of
that association of a right conferred on the member by the rules of
that
association as a member thereof, the Supreme Court shall have
jurisdiction to
adjudicate upon the validity of that decision under the rules.
(3) An incorporated association shall be bound by the rules of natural

justice
in adjudicating upon the rights of its members conferred by the rules
of such
association on its members.

72 Enforcement of rights and obligations
(1) The Supreme Court may, on the application of an incorporated
association,
or of a member thereof, make orders, including interim orders–
(a) giving directions for the performance and observance of the
rules
of such incorporated association by any person who is under an
obligation to perform or observe those rules;
(b) declaring and enforcing the rights and obligations of members

of
such incorporated association between themselves, and the rights
and
obligations between such incorporated association and any member
or
members thereof.
(2) An order may be made under this section notwithstanding that no
right of a
proprietary nature is involved, or that the applicant has no interest
in the
property of the incorporated association.

73 Powers of Supreme Court
(1) The Supreme Court may, on an application brought pursuant to
section 72,
grant such relief as is appropriate in the circumstances.
(2) The Supreme Court may refuse to entertain such an application, or
to make
an order on such application, or may refuse an order for costs, or may
make an
order for costs against a party, whether successful or not, if it is of
the
opinion that–
(a) the issue raised in the application is trivial;
(b) having regard to the importance of the issue, the nature of
the
incorporated association, any other available method of resolving
the
issue, the costs involved, lapse of time, acquiescence or any
other
relevant circumstance, it was unreasonable to make the
application;
(c) the unreasonable or improper conduct of a party has been
responsible for the making of an application, or has added to the
cost of the proceedings.

74 Members of branch may resolve to incorporate
(1) The members of a branch, or group of branches, of a parent
association may
decide to incorporate under this Act–
(a) after receiving the written agreement of the parent
association;
and
(b) by special resolution–
(i) for a branch–passed by the members of the branch; or
(ii) for a group of branches–passed by the members of each
branch of the group of branches.
(2) A group of branches may incorporate even if some or all of the
branches are
already incorporated.

75 Powers of appointed person
(1) After passing the special resolution under section 74 the
association must,
by resolution of its members, appoint a person (the appointed person)
to
prepare an application for the branch or group of branches to be
incorporated
under this Act.
(2) The appointed person may do anything necessary or desirable to
obtain the
incorporation of the association.
(3) Subsection (2) has effect despite anything in the association’s
rules.

76 Modified application of Act
The provisions of this Act providing for the incorporation of an
association15

apply to the incorporation of a branch, or group of branches, with all
necessary changes, all changes made by this division and any changes
prescribed
under the regulations.

77 Obligations of branch
(1) This section applies to a branch, or group of branches,
incorporated under
this division.
(2) The incorporation of a branch, or group of branches, of a parent
association does not relieve the members of the incorporated branch of
a
liability or obligation the members had as members of the parent
association.
(3) For the branch or group of branches–
(a) the parent association’s rules control the membership of the
branch or group of branches; and
(b) a member of the branch or group of branches–
(i) is taken to be a member of the parent association; and
(ii) is under the same liabilities and obligations as
members of the parent association.

78 Branch must have word ‘branch’ in its name etc.
A branch, or group of branches, incorporated under this division must
have as
part of its name–
(a) the word ‘branch’; and
(b) other words identifying it as a branch.
Example of words identifying a branch–
A branch may identify itself by reference to its locality eg. ‘XYZ
(Mt. Isa Branch) Inc.’

79 Definitions for division
In this division–
new association means an incorporated association that is incorporated
because
of an application to amalgamate made under this division by 2 or more
old
associations.
old association means an incorporated association that, with 1 or more
other
incorporated associations, applies under this division to form a new
association.

80 Members may resolve to amalgamate
(1) An incorporated association may, by special resolution, decide to
amalgamate with 1 or more other incorporated associations to form a
single
incorporated association.
(2) Within 3 months after the resolution is passed, the association
must give
notice of it, in the approved form, to the chief executive.
Maximum penalty–1 penalty unit.

81 Applicant incorporated associations must have agreed rules
(1) Each old association deciding to become a new association may, by
special

resolution–
(a) adopt a single set of proposed rules to apply to the new
association on its incorporation (the proposed common rules); and

(b) elect interim officers for the new association.
(2) The proposed common rules may be–
(a) the model rules; or
(b) own rules.

82 Appointment of appointed person to make application
(1) After passing the special resolution, each old association must, b
y
resolution of its members, appoint the same individual (an appointed
person) to
prepare an application for the old associations to be incorporated as a
new
association.
(2) The common appointed person may do anything necessary or desirable

to
obtain the amalgamation of the old associations to form a new
association.
(3) Subsection (2) has effect despite anything in the old associatio
ns’
rules.

83 Chief executive may require notices to be sent to creditors
(1) After considering an application to amalgamate, the chief executiv
e
may
require a secretary of an old association involved in the proposed
amalgamation
to give–
(a) to the association’s creditors written notice of the
application
in the approved form; and
(b) to the chief executive a statutory declaration stating the
names
and addresses of all of the association’s creditors and stating
that
each of the creditors was sent a notice under paragraph (a).
(2) The notice under subsection (1)(a) must include a statement th
at a
creditor
may notify the chief executive in writing within 21 days after the
notice is
given to the creditor that the creditor opposes the amalgamation and
the
reasons for the creditor’s opposition.
(3) The secretary must comply with a requirement made under subsection

(1).
Maximum penalty–10 penalty units.
(4) If the chief executive receives a notice from a creditor within th
e
time
stated in a notice under subsection (1)(a), the chief executive must

not grant
the application without the sanction of the Supreme Court.

84 Modified application of Act
The provisions of this Act providing for the incorporation of an
association
apply16 to the incorporation of a new association with all necessary
changes,

all changes made under this division and any changes prescribed under
the
regulations.

85 Certificate of incorporation
(1) On registration of a new association, the chief executive must
issue the
association with a certificate of incorporation.
(2) However, the chief executive may act under subsection (1) only i
f
each of
the existing certificates of incorporation of the old associations
applying for
amalgamation into the new association has been returned to the chief
executive
or the chief executive is satisfied that the certificate has been lost
or
destroyed.

86 Effect of incorporation
On the incorporation of a new association–
(a) the assets and liabilities of the old associations become the

assets and liabilities of the new association; and
(b) the incorporation of the old associations is cancelled.

87 Duty to notify registrar of titles of land or interest in land etc.
(1) The secretary of a new association must ask the registrar of
titles, or
anyone else who is required to keep a register about dealings in
property, (the
registering authority) to record in the appropriate register land or an

interest in land gained by the new association because of its
incorporation
under this division.
(2) The secretary must make the request under subsection (1) within
30
days
after the new association gains the land or interest in land.
Maximum penalty–10 penalty units.
(3) If asked by the secretary of a new association, the registering
authority
must make in the appropriate register all entries necessary to record
the land
or interest in land gained by the new association because of its
incorporation
under this division.
(4) The request must be made in a way that satisfies the usual
requirements of
the registering authority.
(5) The registering authority must comply with the request of the
secretary
under subsection (1) even if the request is made after the day
mentioned in
subsection (2).

88 Amalgamation does not affect certain rights and obligations
(1) The amalgamation of old associations into a new association does
not–
(a) affect a right or obligation of the old associations or anyon
e

else; or
(b) make legal proceedings by or against an old association
defective.
(2) Without limiting subsection (1), the amalgamation of the old
associations
into a new association does not affect a right, obligation or benefit
the new
association would have had or enjoyed apart from the amalgamation of
the old
associations.
(3) Also, but without limiting subsection (1), if a legal proceeding

might have
been continued or started by or against an old association, it may be
continued
or started by or against the new association.

89 Voluntary winding-up
(1) An incorporated association may be wound-up by special resolution
of the
members passed at a general meeting called for that purpose.
(2) A copy of the special resolution shall be lodged with the chief
executive
within 1 month from the passing of that special resolution.

90 Winding-up by the Supreme Court
(1) An incorporated association may be wound-up by the Supreme Court
under the
following circumstances, that is to say–
(a) if the incorporated association suspends its operations for
the
space of a whole year;
(b) if the members of the incorporated association are reduced in

number to not constitute a quorum at a general meeting;
(c) if the incorporated association is unable to pay its debts;
(d) if the incorporated association carries on any operation
whereby
any member thereof makes any financial gain contrary to the
provisions of this Act;
(e) if the Supreme Court is of the opinion that it is just and
equitable that the incorporated association should be wound-up.
(2) An application to the Supreme Court for the winding-up of an
incorporated
association shall be by petition presented either by the incorporated
association, or by a member thereof, or by a creditor thereof, or by
the chief
executive.

91 Declaration of applied Corporations legislation
(1) The voluntary winding-up of an incorporated association under
section 89 is
declared to be an applied Corporations legislation matter for the
Corporations
(Ancillary Provisions) Act 2001, part 3 in relation to the Corporation
s
Act,
parts 5.5 and 5.6,17 subject to the following changes to the provisions
of
parts 5.5 and 5.6–

(a) the changes referred to in subsection (3);
(b) any other changes, within the meaning of the Corporations
(Ancillary Provisions) Act 2001, part 3 that are prescribed under

a
regulation.18
(2) The winding-up of an incorporated association, under section 90 is

declared
to be an applied Corporations legislation matter for the Corporations
(Ancillary Provisions) Act 2001, part 3, in relation to the
Corporations Act,
part 5.7,19 subject to the following changes to the provisions of part
5.7–
(a) the changes referred to in subsection (3);
(b) any other changes, within the meaning of the Corporations
(Ancillary Provisions) Act 2001, part 3 that are prescribed under

a
regulation.
(3) The following changes to the text of the Corporations Act apply fo
r
subsections (1) and (2)–
(a) a reference to a company or body is to be read as a reference

to
an incorporated association;
(b) a reference to the directors of a company is to be read as a
reference to the members of the management committee of an
unincorporated association;
(c) a reference to the secretary of a company is to be read as a
reference to the secretary of an incorporated association;
(d) a reference to the principal place of business of a company i
s
to
be read as a reference to the registered office of an incorporated
association;
(e) a reference to a company carrying on business or having a
place
of business is to be read as a reference to an incorporated
association pursuing its objects;
(f) a reference to ASIC is to be read as a reference to the
registrar;
(g) a reference to a document in the prescribed form is to be rea
d
as
a reference to a document in the corresponding form prescribed
under
the Corporations Act with all necessary changes;
(h) a reference to the Court is to be read as a reference to the
Supreme Court;
(i) a reference to the lodgement of a document is to be read as a

reference to lodgement of that document with the registrar;
(j) a reference to a company’s constitution is to be read as a
reference to an incorporated association’s rules;
(k) a reference to a special resolution is to be read as a
reference
to a special resolution within the meaning of this Act;
(l) a reference to an officer of a company is to be read as a
reference to a member of the committee of an incorporated
association
and, if applicable, a reference to a past officer is a reference
to a
past member of the committee of an incorporated association;

(m) a reference in sections 495, 542(1), 547 and 548 to a
contributory of a company is to be read as a reference to a member
of
an incorporated association.

92 Distribution of surplus assets
(1) Where, upon the winding-up of an incorporated association, a
special
resolution relating to the distribution of the surplus assets of the
incorporated association has been passed by its members in accordance
with its
rules, all surplus assets shall, subject to any trust affecting the
same, be
disposed of in the manner so resolved.
(2) Where no such special resolution has been passed–
(a) the Governor in Council may by regulation vest all or any of
the
surplus assets of the incorporated association in the public
trustee;
(b) subject to paragraph (c) the surplus assets vested in the
public
trustee under this subsection shall be held upon the trusts and
for
the purposes upon or for which they were held prior to being
vested
in the public trustee;
(c) the Governor in Council may by regulation vary the trusts or
purposes referred to in paragraph (b) and may by the same or any
subsequent regulation vest those surplus assets or any part of
them
in such persons or incorporated associations and for such purposes
as
the Governor in Council shall specify;
(d) the receipt of the public trustee shall be a sufficient
discharge
to any persons paying or transferring any surplus assets under
this
subsection as to the surplus assets paid or transferred, and the
said
persons shall not thereafter be liable or accountable therefor or
be
bound to see to the application, distribution, or appropriation
thereof.
(2A) This section applies despite any provision of the Corporations Ac
t
applied
under section 91.
(3) In this section–
surplus assets means, in relation to the incorporated association, the
assets
after payment of the debts and liabilities remaining on a winding-up of
the
incorporated association and the costs, charges and expenses of the
winding-up.

93 Cancellation of incorporation
(1) In any case where the chief executive has reasonable cause to
believe that

on any 1 or more of the following grounds–
(a) an incorporated association is carrying on or proposes to
carry
on any operation which is beyond the scope of the objects of the
incorporated association;
(b) an incorporated association has ceased to exist;
(c) an incorporated association is, by the nature of its
operations
or transactions, doing anything which would have excluded it from
incorporation under this Act;
(d) an incorporated association has less than 7 members;
(e) in the opinion of the chief executive, circumstances exist
which,
in the public interest, justify the cancellation of the
incorporation
of an incorporated association;
it is desirable that the incorporation of an incorporated association
be
cancelled, the chief executive may serve, by prepaid registered post,
on a
person appearing to the chief executive from records kept under this
Act to be
a relevant officer of the incorporated association, a notice–
(f) setting out the ground or grounds for the proposed
cancellation
of the incorporation of the incorporated association; and
(g) requiring the relevant officer within 1 month from the date o
f
the notice, to satisfy the chief executive why the incorporation
of
the incorporated association should not be cancelled; and
(h) stating that unless the chief executive is so satisfied by th
e
relevant officer within that period, the chief executive will
cancel
the incorporation of the incorporated association.
(2) If the chief executive is not satisfied as provided in subsection
(1)
within the time specified therein, the chief executive shall cancel the
incorporation of the incorporated association and serve, by prepaid
registered
post, on the person served with a notice under subsection (1), a notic
e
that
the incorporation of the incorporated association is cancelled.
(3) In this section–
relevant officer, of an incorporated association, means–
(a) the secretary or another officer of the incorporated
association;
or
(b) if the incorporated association has ceased to exist–a person

appearing to the chief executive to have been the last known
secretary or other officer of the incorporated association.

93A Chief executive may require information from financial institutions
before
cancelling incorporation
(1) This section applies if–
(a) the chief executive has served a notice on a relevant officer

of

an incorporated association under section 93(1); and
(b) the chief executive considers a financial institution may
hold,
or have held, an account in the name of the incorporated
association.
(2) The chief executive may, by written notice, require a person who i
s
the
manager or other principal officer of the financial institution to give
the
chief executive, within a stated reasonable time, stated information
about–
(a) any accounts held by the incorporated association with the
financial institution; and
(b) the balance of each account held.
(3) The person must comply with the notice.
Maximum penalty–10 penalty units.

94 Vesting of property on cancellation
Where the incorporation of an incorporated association is cancelled
pursuant to
section 93–
(a) the chief executive may by gazette notice vest all or any
property of such association in the public trustee;
(b) subject to paragraph (c) the property vested in the public
trustee under this section shall be held upon the trusts and for
the
purposes upon or for which they were held prior to being vested in
the public trustee;
(c) the chief executive may by gazette notice vary the trusts or
purposes referred to in paragraph (b) and may by the same or any
subsequent gazette notice vest that property or any part thereof
in
such persons or incorporated associations and for such purposes as
the chief executive shall specify;
(d) the receipt of the public trustee shall be sufficient
discharge
to any persons paying or transferring any property under this
section
as to the property paid or transferred, and the said persons shall
not thereafter be liable or accountable therefor or be bound to
see
to the application, distribution or appropriation thereof.

94A Definitions for pt 10A
In this part–
deregistered association means an association that–
(a) has been deregistered under the provisions of the Corporation
s
Act applied under section 91; or
(b) has been dissolved under the repealed part 5.6, division 820
of
the Corporations Law; or
(c) has had its incorporation cancelled under section 93.
deregistration means–
(a) deregistration under the provisions of the Corporations Act
applied under section 91; or
(b) dissolution under the repealed part 5.6, division 8 of the
Corporations Law; or

(c) cancellation of incorporation under section 93.
reinstate, the registration of an association, includes reinstate the
registration of an association dissolved under the repealed part 5.6,
division
8 of the Corporations Law.

94B Reinstatement
(1) The chief executive may, on the application of a person or on the
chief
executive’s own initiative, reinstate the registration of a
deregistered
association if the chief executive is satisfied the association should
not have
been deregistered.
(2) A person aggrieved by the deregistration, or a former liquidator o
f
a
deregistered association, may apply to the Supreme Court for an order
that the
chief executive reinstate the association’s registration.
(3) The court may make the order if it is satisfied it is just to do
so.
(4) If the court makes the order, it may–
(a) validate anything done between the deregistration and
reinstatement; and
(b) make any other order it considers appropriate.
Example of an order under paragraph (b)–
An order that property vested in the public trustee under section
94
be transferred to another person.

94C Chief executive to give notice of reinstatement
(1) If an association’s registration is reinstated, the chief executiv
e
must
give notice of the reinstatement to the association’s secretary.
(2) If an association’s registration is reinstated under section 94B(
1)
on the
application of a person, the chief executive must also give notice of
the
reinstatement to the person.

94D Effect of reinstatement
(1) On the reinstatement of an association’s registration–
(a) the association is taken to have continued in existence as if

it
had not been deregistered; and
(b) a member of the management committee of the association
immediately before the deregistration again becomes a member of
the
management committee of the association; and
(c) any property of the association that is still vested in the
chief
executive revests in the association; and
(d) if the association held property subject to a security or
other
interest or claim, the association takes the property subject to
the
security or other interest or claim.

(2) However, reinstatement does not affect anything done, before the
reinstatement, by the public trustee under this Act in relation to the
association’s property on its deregistration.

95 Purpose of part
The purpose of this part is to facilitate changes in the status of
incorporated
associations and certain other entities.

96 Definitions
In this part–
former society means a cooperative that becomes an incorporated
association
under this part.
registrar means the registrar under the Cooperatives Act.
transfer day, for a cooperative that becomes an incorporated
association under
this part, means the day when the chief executive issues a certificate
of
incorporation for the former cooperative.

105A Application of division
This division does not apply to a cooperative if, under the
Cooperatives Act–
(a) there is a charge required to be registered over property of
the
cooperative; or
(b) the registrar has given the cooperative a direction to
transfer
its engagements to another cooperative and the direction is still
in
force; or
(c) an administrator is conducting the cooperative’s affairs; or
(d) the registrar has directed the cooperative to suspend its
operations and the direction is still in force; or
(e) the cooperative is being wound-up; or
(f) an application to wind-up the cooperative has been made but
the
application has not been finally dealt with; or
(g) the cooperative is being dissolved or deregistered; or
(h) a receiver, or receiver and manager, is acting for the
cooperative; or
(i) the administration of a compromise or arrangement between the

cooperative and its creditors has not been finalised; or
(j) an application has been made to a court for approval of a
compromise or arrangement between the cooperative and its
creditors
but the court has not approved or refused to approve the
application.

105B Notice of cooperative’s proposal to become incorporated
association
Within 1 month after a cooperative passes a special resolution under
the
Cooperatives Act, section 30121 to become an incorporated association,
the
cooperative must give to the chief executive–

(a) a copy of the resolution approving the proposal to become an
incorporated association; and
(b) if relevant, a copy of each of the following resolutions–
(i) the resolution deciding the proposed association’s
name;
(ii) the resolution to change the cooperative’s rules to
comply with this Act.

105C Application for incorporation of cooperative as association
(1) A cooperative may apply to the chief executive to become an
incorporated
association.
(2) However, a cooperative may not apply to become an incorporated
association
unless it has a president and treasurer.
(3) The application must be made in the approved form and be
accompanied by the
fee prescribed under a regulation and each of the following–
(a) a copy of evidence of registration under the Cooperatives Act

of
the special resolution approving the proposal to become an
incorporated association;
(b) a copy, certified by the cooperative’s secretary as a true
copy,
of the cooperative’s certificate of registration;
(c) a copy of the proposed rules of the proposed incorporated
association, certified by the cooperative’s secretary as complying
with this Act.

105D Incorporation
(1) If, after considering an application under this part, the chief
executive
is satisfied of the matters requiring satisfaction, the chief executive
must
promptly issue a certificate of incorporation under this Act for the
proposed
incorporated association.
(2) The matters requiring satisfaction are as follows–
(a) the applicant is a cooperative that has complied with the
Cooperatives Act, part 12, division 2;22
(b) the cooperative has complied with the requirements to become
an
incorporated association.
(3) On issue of the certificate of incorporation, the cooperative is
incorporated as an incorporated association under this Act.

105E Chief executive must inform registrar of incorporation
Within 7 days after the transfer day for an incorporated association,
the chief
executive must give the registrar a copy of the certificate of
incorporation
for the association.

105F Registrar to give records to chief executive
As soon as practicable after a cooperative becomes an incorporated
association,

the registrar must give the chief executive all records about the
former
cooperative in the registrar’s possession.

105G Recording of interests in land
(1) Within 30 days after a cooperative becomes an incorporated
association, the
secretary of the association must give to the registrar of titles, and
anyone
else required or permitted to record particulars necessary to identify
interests in land, notice of the vesting of land of the former
cooperative in
the association.
(2) The registrar of titles must record the particulars necessary to
give
effect to the vesting of the land in the incorporated association.
(3) If a written request is made under subsection (1), production of

the
instrument of title to the land is not required when the request is
made, and
the registrar of titles or other person is authorised to make necessary
entries
on the instrument title when it is next produced to the registrar or
other
person.

105H Directors of former cooperative
On the transfer day, the directors of the former cooperative become the
members
of the association’s management committee.

105I Office holders of former cooperative become office holders of
incorporated
association
On the transfer day, the president, treasurer and secretary of the
former
cooperative become the president, treasurer and secretary,
respectively, of the
incorporated association.

105J Rules
(1) On the transfer day, the rules of the former cooperative become th
e
rules
of the association as if they had been sanctioned by the chief
executive under
this Act.
(2) However, if the former cooperative had, by special resolution,
amended its
rules to comply with this Act and the amendment does not take effect
until its
incorporation under this Act, subsection (1) applies to the rules as
amended.

105K Application of division
This division does not apply to an incorporated association if–
(a) the association is being wound-up; or

(b) an application to wind-up the association has been made but
not
dealt with; or
(c) the association’s incorporation is being cancelled; or
(d) a receiver, or receiver and manager, has been appointed and i
s
acting for the association; or
(e) the association has entered into a compromise or arrangement
with
its creditors but the administration of the compromise or
arrangement
has not been concluded; or
(f) an application has been made to a court for approval of a
compromise or arrangement by the association with its creditors
but
the court has not approved or refused to approve the application.

105L Chief executive’s consent needed to proposed registration as
cooperative
(1) An incorporated association that has decided by special resolution

to
register as a cooperative may, within 14 days after passing the
resolution,
apply to the chief executive for the chief executive’s consent to the
association’s proposed registration as a cooperative.
(2) The application must be in the approved form and accompanied by a
copy of
the special resolution.
(3) The chief executive may require the association to give to the
chief
executive the information the chief executive reasonably requires to
consider
the application.

105M Consent to proposed registration as cooperative
(1) If, after considering an application by an incorporated
association, the
chief executive is satisfied of the matters requiring satisfaction, the
chief
executive must promptly give to the association a certificate stating
the chief
executive is satisfied of the matters and consents to the association’s
proposed registration as a cooperative.
(2) The matters requiring satisfaction are as follows–
(a) the association is an incorporated association;
(b) the association has decided by special resolution to register

as
a cooperative; and
(c) there are reasonable grounds for believing the association
will,
if it registers as a cooperative, be able to comply with the
Cooperatives Act.
(3) The certificate expires 30 days after it is given to the
association.

105N Cancellation of registration and incorporation
(1) An incorporated association that becomes registered as a
cooperative under

the Cooperatives Act must surrender its certificate of incorporation
under this
Act or, if the certificate has been lost, stolen or destroyed, give to
the
chief executive a statutory declaration stating it has been lost,
stolen or
destroyed.
(2) On receipt of the certificate of incorporation or a statutory
declaration
satisfying the chief executive that the certificate has been lost,
stolen or
destroyed, the chief executive must–
(a) cancel the incorporated association’s registration; and
(b) cancel the incorporated association’s certificate of
incorporation; and
(c) give the registrar all records about the former incorporated
association in the chief executive’s possession.

106 Financial year
The financial year for a former society continues as the financial year
of the
incorporated association and section 59 applies to the financial year.

109 Affected person may apply for review
(1) If a person’s interests are affected by a decision under this Act,

the
person may apply to the chief executive for a review of the decision.
(2) A person who may seek a review of a decision is entitled to receiv
e
a
statement of reasons for the decision.

110 Applying for review
(1) An application by a person for review of a decision must be made
within 28
days after notice of the decision is given to the person.
(2) However, if–
(a) the notice did not state reasons for the decision; and
(b) the person asked for a statement of reasons for the decision
within the period mentioned in subsection (1);
the person may make the application within 28 days after the person is
given
the statement of reasons.
(3) Also, the chief executive may extend the period for making an
application
for review, even though the time for making the application has
expired.
(4) An application for review must be written and state in detail the
grounds
on which the applicant seeks review of the decision.

111 Stay of operation of decision
(1) If an application is made under this part for review of a decision
,
the
applicant may immediately apply to the District Court for a stay of the
decision.
(2) The court may stay the decision to secure the effectiveness of the

review

and any later appeal to the court.
(3) A stay–
(a) may be given on conditions the court considers appropriate;
and
(b) operates for the period fixed by the court; and
(c) may be revoked or amended by the court.
(4) The period of a stay under this section must not extend past the
time when
the chief executive reviews the decision and any later period the court
allows
the applicant to enable the applicant to appeal against the decision of
the
chief executive.
(5) The making of an application under this part for review of a
decision
affects the decision, or the carrying out of the decision, only if the
decision
is stayed.

112 Decision on reconsideration
(1) This section applies to an application under this part for review
of a
decision (the disputed decision).
(2) The chief executive may confirm the disputed decision, amend the
disputed
decision or substitute a new decision after considering the applicant’s
representations.
(3) The chief executive must immediately give the applicant written
notice of
the chief executive’s decision on the application.
(4) If the decision is not the decision sought by the applicant, the
notice
must state–
(a) the reasons for the decision; and
(b) that the applicant may appeal against the decision to the
District Court within 28 days.

113 Who may make an appeal?
A person whose interests are affected by a decision of the chief
executive
under this Act may appeal against the decision to the District Court.

114 Making appeals
(1) An appeal under section 113 against a decision of the chief
executive must
be made within 28 days after the notice of the decision is given to the
person.
(2) However, if–
(a) the notice did not state reasons for the decision; and
(b) the person asked for a statement of reasons for the decision
within the period mentioned in subsection (1);
the person may make the application within 28 days after the person is
given
the statement of reasons.
(3) Also, the District Court may extend the period for making an
appeal, even
though the time for making the appeal has expired.

115 Starting appeals
(1) An appeal is started by filing a written notice of appeal with the

District
Court.
(2) A copy of the notice must be served on the chief executive.
(3) An appeal to the District Court may be made to the District Court
at or
nearest the place where the applicant resides or carries on business.

116 Stay of operation of decision
(1) The District Court to which an appeal against a decision lies unde
r
this
part may grant a stay of the decision to secure the effectiveness of
the
appeal.
(2) A stay–
(a) may be given on the conditions the District Court considers
appropriate; and
(b) operates for the period fixed by the court; and
(c) may be revoked or amended by the court.
(3) The period of a stay under this section must not extend past the
time when
the court decides the appeal.
(4) An appeal against a decision affects the decision, or carrying out

of the
decision, only if the decision is stayed.

117 Powers of District Court on appeal
(1) In deciding an appeal, the District Court–
(a) has the same powers as the decision maker; and
(b) is not bound by the rules of evidence; and
(c) must comply with natural justice; and
(d) may hear the appeal in court or in chambers.
(2) An appeal is by way of rehearing, unaffected by the decision
appealed
against.
(3) The District Court may–
(a) confirm the decision; or
(b) set aside the decision and substitute another decision; or
(c) set aside the decision and return the issue to the decision
maker
with the directions the court considers appropriate.

118 Effect of court’s decision on appeal
If the District Court substitutes another decision, the substituted
decision
is, for this Act, taken to be the decision maker’s decision.

119 Special investigations
(1) Part 1023 of the Financial Institutions Code (the Code) applies,

with all
necessary changes, and any changes prescribed under the regulations, to
an
investigation of an incorporated association.
(2) In the application of part 10 of the Code to an investigation, a
reference

to–
(a) a society–is taken to be a reference to an incorporated
association; and
(b) the SSA–is taken to be a reference to the chief executive.
(3) Despite the repeal of the Code by the Financial Sector Reform
(Queensland)
Act 1999, section 17, subsections (1) and (2) continue to apply as i
f
the Code
had not been repealed.

120 Protection from liability
(1) An officer or employee of the department does not incur civil
liability for
an act done, or omission made, honestly and without negligence under
this Act.
(2) If subsection (1) prevents a civil liability attaching to an
officer or
employee of the department, the liability attaches instead to the
State.

121 Extension of time
Where under this Act an act or thing is required to be performed or
done within
a specified time the chief executive may, if the chief executive thinks
fit, if
in the chief executive’s opinion there are special circumstances,
extend the
time for the performance or doing of that act or thing.

121A False or misleading information or documents
(1) This section applies to a statement made or document given to the
chief
executive.
(2) A person must not state anything to the chief executive the person

knows is
false or misleading in a material particular.
Maximum penalty–10 penalty units.
(3) A person must not give the chief executive a document the person
knows is
false or misleading in a material particular.
Maximum penalty–10 penalty units.
(4) Subsection (3) does not apply to a person who, when giving the
document–
(a) informs the chief executive, to the best of the person’s
ability,
how it is false or misleading; and
(b) gives the correct information to the chief executive if the
person has, or can reasonably obtain, the correct information.
(5) It is enough for a complaint against a person for an offence
against
subsection (2) or (3) to state the information or document was false
or
misleading to the person’s knowledge, without specifying which.

122 Punishment of fraud or misappropriation
(1) A person who–
(a) obtains possession by false representation or imposition of
any

property of an incorporated association; or
(b) having any property of an incorporated association in
possession,
withholds or misapplies the same, or wilfully applies any part
thereof to purposes other than those expressed or directed in the
rules and authorised by this Act;
is guilty of an offence and is liable on summary conviction to a
penalty not
exceeding 20 penalty units, and to be ordered to deliver up all such
property
or to repay all such moneys applied improperly, and, in default of such
delivery or repayment or of the payment of such penalty, to be
imprisoned for
any period not exceeding 3 months.
(2) However, where, on a complaint against a person of withholding or
misapplying property or applying it for unauthorised purposes, it is
not proved
that the person acted with any fraudulent intent the person may be
ordered to
deliver up such property or to repay any money applied improperly, but
is not
liable to conviction, and a copy of any such order certified under the
hand of
the clerk of the court may be filed in the Magistrates Court nearest to
the
place where such order was made and thereupon such order shall be and
be deemed
to be a judgment of the said Magistrates Court within the meaning of
the
Magistrates Courts Act 1921 and shall be enforceable accordingly.
(3) Nothing contained in this section shall prevent any such person
from being
prosecuted under any other law in force, if a conviction has not been
previously obtained against that person for the same offence under the
provisions of this Act.

123 Officers deemed servants
Every person elected or appointed to be the treasurer, secretary,
member of the
management committee or other officer having the receipt or charge of
money of
an incorporated association, or who acts in the capacity of or is
employed as
such treasurer, secretary, member of the management committee or
officer, shall
be deemed to be a clerk or servant of such incorporated association
within the
meaning of the Criminal Code.

124 Penalty for falsification
A person who wilfully makes, or orders or allows to be made, any entry,
erasure
in, or omission from any account book, balance sheet or any return or
document
required to be made, kept, sent, produced or delivered for the purposes
of this

Act, with intent to falsify the same or to evade this Act is guilty of
an
offence and is liable to a penalty not exceeding 20 penalty units.

125 Proof of compliance with formal requirements
(1) In any proceeding under this Act against an incorporated
association or any
officer thereof or other person, the onus of proving that any return,
report,
notice or document required to be sent or given to the chief executive
has been
so sent or given, or that any return, report, notice or document has
been
compiled or made as required by this Act, shall lie with such
incorporated
association, officer or other person.
(2) In any such proceeding any return, report, notice or other
document,
purporting to be duly signed and forwarded to the chief executive by
the
secretary of any incorporated association, and otherwise in conformity
with
this Act, may be received as evidence of any matters stated therein
respectively.

126 Evidence
(1) In the case of evidence required on behalf of the chief executive,

and not
hereinbefore provided for, the chief executive may depose to the same
by
affidavit, and the evidence contained in any such affidavit shall be
received
as evidence in all courts.
(2) Every instrument or document, copy or extract of an instrument or
document,
certified by the chief executive shall be received in evidence without
further
proof.
(3) Every document purporting to be signed by the chief executive or
any
inspector or actuary or auditor or valuer under this Act shall be
received in
evidence without proof of the signature.

127 Evidentiary provisions
(1) The chief executive may, by writing under the chief executive’s
hand,
certify–
(a) that, on a date specified in the certificate, an association
so
specified was, or was not, an incorporated association; or
(b) that, on a date specified in the certificate, a person so
specified was, or was not, the secretary of an incorporated
association so specified; or
(c) that, on a date specified in the certificate–
(i) no natural person has been appointed secretary of an
incorporated association; or

(ii) no natural person has been appointed to fill a vacancy
in the office of secretary of an incorporated association;
in compliance with the provisions of section 69;24 or
(d) that, on a date specified in the certificate–
(i) the financial affairs of an incorporated association
have not been audited; or
(ii) a statement of particulars of income and expenditure,
assets and liabilities and mortgages, charges and
securities has not been prepared;
in compliance with the provisions of section 59;25
and such a certificate shall, in all courts and for all purposes, be
evidence
and, in the absence of evidence to the contrary conclusive evidence, of
the
matters stated in that certificate.
(2) In any legal proceedings, a copy of any rules of an incorporated
association or other document lodged with the chief executive certified
by the
chief executive to be a true copy thereof, shall be evidence that such
rules
were rules of the incorporated association in force on the date
mentioned in
the certificate or of the contents of such document.
(3) Judicial notice shall be taken of the signature of the chief
executive
appearing on a certificate under this section and of the fact that the
person
by whom the certificate purports to have been signed is the chief
executive.

128 Dispositions of property
(1) A disposition in favour of an association shall, unless the contex
t
otherwise requires, take effect in favour of that association where
that
association is incorporated under this Act, where such incorporation is
effected after the document evidencing the disposition was made or
executed but
before the disposition was perfected.
(2) In this section–
disposition means any disposition by will, written instrument or
otherwise,
which takes effect after the commencement of this Act.

129 Delegation
(1) The chief executive may delegate the chief executive’s powers unde
r
this
Act.
(2) However, the chief executive may not delegate the chief executive’
s
powers
under section 33(3) and 45(4).26

130 Approval of forms
The chief executive may approve forms for use under this Act.

131 Recall of letters patent
Notwithstanding the provisions of section 144,27 the Minister may at
the

Minister’s discretion recall and cancel any letters patent issued under
the
repealed Acts and may require the association to apply for
incorporation under
this Act in lieu thereof.

132 Exemption from certain provisions of Act
Where–
(a) under section 131, the Minister recalls letters patent and
requires an association to apply for incorporation under this Act;
or
(b) an association applies for incorporation under this Act and
that
association could, but for the repeal of the repealed Acts, have
been
incorporated by the issue of letters patent under the repealed
Acts;
a regulation may exempt the association from specified provisions of
this Act.

133 Irregularities in proceedings
(1) No proceeding under this Act shall be invalidated by any defect,
irregularity or deficiency of notice or time unless the court is of
opinion
that substantial injustice has been or may be caused thereby which
cannot be
remedied by an order of the court.
(2) The court may if it thinks fit make an order declaring that such
proceeding
is valid notwithstanding any such defect, irregularity or deficiency.
(3) Without affecting the generality of subsections (1) and (2) or
of
any other
provision of this Act, where any omission, defect, error or
irregularity
(including the absence of a quorum at any meeting of the incorporated
association or of the management committee) has occurred in the
management or
administration of an incorporated association incorporated under this
Act
(whether or not such omission, defect, error or irregularity occurred
before or
after the passing of this Act and whether it occurred before or after
the
incorporated association became incorporated under this Act) whereby
any breach
of any of the provisions of this Act has occurred or whereby there has
been
default in the observance of the rules or constitution of the
incorporated
association or whereby any proceedings at or in connection with any
meeting of
the incorporated association or of the management committee thereof or
any
assemblage purporting to be such a meeting have been rendered
ineffective, the
court–
(a) may, either of its own motion or on the application of any

interested person, make such order as it thinks fit to rectify or
cause to be rectified or to negative or modify or cause to be
modified the consequences in law of any such omission, defect,
error
or irregularity, or to validate any act, matter or thing rendered
or
alleged to have been rendered invalid by or as a result of any
such
omission, defect, error or irregularity; and
(b) shall before making any such order satisfy itself that such a
n
order would not do injustice to the incorporated association or to
any member or creditor thereof; and
(c) where any such order is made, may give such ancillary or
consequential direction as it thinks fit; and
(d) may determine what notice or summons is to be given to other
persons of the intention to make any such application or of the
intention to make such an order, and whether and how it should be
given or served and whether it should be advertised in any
newspaper.
(4) The court may enlarge or abridge any time for doing any act or
taking any
proceeding allowed or limited by this Act or any rules or regulations
made
thereunder upon such terms (if any) as the justice of the case may
require and
any such enlargement may be ordered although the application for the
same is
not made until after the time originally allowed or limited.

134 Regulation-making power
The Governor in Council may make regulations under this Act.

135 Regulations about fees and charges
(1) A regulation may be made about the fees and charges payable under
this Act.
(2) A charge may be a tax.

136 Penalties under regulations to be limited
The maximum penalty that may be prescribed by a regulation for an
offence
against a regulation is 4 penalty units.

137 Other matters for regulations
A regulation may make provision about–
(a) the form in which the rules are to be kept by incorporated
association; and
(b) the model rules; and
(c) matters that must be provided for in incorporated
associations’
rules; and
(d) keeping and inspecting the register; and
(e) issuing certificates of incorporation and copies of the
certificates; and
(f) keeping books of accounts by incorporated associations; and
(g) audits, returns, statements and information about books of
accounts; and
(h) inspecting, and producing for inspection, books of account.

138 Service
(1) A document may be served on an incorporated association by leaving

it at,
or sending it by post, telex, facsimile or similar facility to, the
address of
the secretary, president or treasurer of the association shown in the
records
kept under this Act by the chief executive.
(2) Subsection (1) does not limit any way of serving an incorporated

association provided under any other law, but does not apply to the
service of
a notice under section 93.28

144 Saving of letters patent
Subject to the provisions of this Act, letters patent issued pursuant
to the
Religious Educational and Charitable Institutions Act 1861 continue to
be of
full force and effect and to be subject to that Act as if this Act had
not been
passed.

– NOTES
Page Date to which amendments incorporated 83 Key 84 Table of reprints
84
Tables in earlier reprints 85 List of legislation 85 List of
annotations 89
Table of renumbered provisions 104
This is the reprint date mentioned in the Reprints Act 1992, section
5(c).
Accordingly, this reprint includes all amendments that commenced
operation on
or before 22 April 2005. Future amendments of the Associations
Incorporation
Act 1981 may be made in accordance with this reprint under the Reprints
Act
1992, section 49.
Key Explanation Key Explanation
AIA = Acts Interpretation Act 1954 (prev) = previously
amd = amended proc = proclamation
amdt = amendment prov = provision
ch = chapter pt = part
def = definition pubd = published
div = division R[X] = Reprint No.[X] exp = expires/expired RA = Reprints Act 1992
gaz = gazette reloc = relocated
hdg = heading renum = renumbered
ins = inserted rep = repealed
lap = lapsed (retro) = retrospectively
notfd = notified rv = revised edition
o in c = order in council s = section
om = omitted sch = schedule
orig = original sdiv = subdivision
p = page SIA = Statutory Instruments
Act 1992
para = paragraph SIR = Statutory Instruments

Regulation 2002
prec = preceding SL = subordinate legislation
pres = present sub = substituted
Reprint No. Amendments to Effective Reprint date
Reprint No. Amendments included Effective Notes
Name of table Reprint No.
Previous Renumbered as
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