secretary handbook

THE SECRETARY’S HANDBOOK

– For Queensland Incorporated Associations –

by

PROFESSOR MYLES MCGREGOR-LOWNDES

Centre of Philanthropy nd Nonprofit Studies Faculty of Business

BRISBANE QLD 4001 Phone: 07 3864 1020

Email: [email protected] http://cpns.bus.qut.edu.au

Third Edition

a

GPO Box 2434

Fax: 07 3864 9131

© QUT, September 2003 ISBN 1 74107 027 9

Important Disclaimer: This publication is sold on the understanding that (1) the authors and editors are not responsible for the results of any actions taken on the basis of information in this work, nor for any errors or omissions; and (2) the publisher is not engaged in rendering legal, accounting or other professional services. The publisher authors and editors expressly disclaim all and any liability to any person, whether they are a purchaser of this publication or not, in respect of anything and of the consequences of anything done or omitted to be done by such person in reliance, whether whole or partial, upon the whole or any part of the contents in this publication. If legal advice or other expert assistance is required, the services of a competent legal person should be sought. LEGISLATION REPRODUCED The publisher advises that Acts and Regulations in this publication are not the authorised official versions of those Acts or Regulations. In their preparation, however, the greatest care has been taken to ensure exact conformity with the Law as enacted or gazetted. State and Commonwealth Bills and Legislation herein are reproduced by permission, but do not purport to be the official or authorised versions. They are subject to Crown Copyright. The Copyright Act 1968 permits certain reproduction and publication of Commonwealth Legislation. In particular, Section 128 A of the Act enables complete copy to be made by or on behalf of a particular person. For reproduction or publication beyond that permitted by the Commonwealth, permission should be sought in writing from The Secretary, Attorney General's Department, Canberra ACT 2600. While copyright in all Acts and Regulations reside in the Crown, copyright indexes and annotations’ relating to those Acts or Regulations is vested in the publisher. The State Acts are reproduced by permission and are subject to Crown Copyright.

The Secretary’s Handbook (3rd edition) i QUT

TABLE OF CONTENTS PREFACE ..............................................................................................................................VII CALENDARS ........................................................................................................................VIII

PART ONE.................................................................................................................. 1 THE SECRETARY................................................................................................................... 2

1.01 WHO ME - A SECRETARY?.............................................................................. 2 1.02 WHERE DOES THE SECRETARY FIT IN?....................................................... 2 1.03 THE ACT - DON’T LEAVE HOME WITHOUT IT!............................................... 2

THE ELECTION OR APPOINTMENT OF A SECRETARY ..................................................... 4 2.01 INTERIM SECRETARY...................................................................................... 4 2.02 NO INTERIM SECRETARY ............................................................................... 4 2.03 VACANCY .......................................................................................................... 4 2.04 ELECTION.......................................................................................................... 4 2.05 ELIGIBILITY FOR OFFICE................................................................................. 4

2.05.1 What is Bankruptcy? 5 2.05.2 Mental Illness? 5 2.05.3 What is a Conviction? 5 2.05.4 Who is a Resident? 5 2.05.5 Who is an Adult? 6 2.05.6 How Can You Be Sure that a Secretary Qualifies for Office? 6 2.06 IS THE SECRETARY A MANAGEMENT COMMITTEE MEMBER? ................. 6 2.07 HOW DO YOU SACK A SECRETARY .............................................................. 7

THE SECRETARY’S LEGAL DUTIES AND POWERS ........................................................... 8 3.01 WHAT DUTIES?................................................................................................. 8 3.02 THE ACT ............................................................................................................ 8 3.03 THE ASSOCIATION’S RULES........................................................................... 8 3.04 COMMON LAW DUTIES.................................................................................... 9 3.05 OTHER STATUTORY OBLIGATIONS............................................................. 10 3.06 WHAT ARE THE LIABILITIES OF BEING A SECRETARY? ........................... 10 3.07 CUSTOMARY DUTIES OF SECRETARIES .................................................... 10 3.08 WHAT HAS A SECRETARY POWER TO DO ON BEHALF OF THE

ASSOCIATION? .............................................................................................. 11 3.09 GOVERNANCE ISSUES.................................................................................. 11 3.10 BRANCH SECRETARIES................................................................................ 12 3.11 THE MANAGEMENT COMMITTEE CYCLE .................................................... 13 3.12 THE GENERAL MEETING CYCLE.................................................................. 14 3.13 THE AGM CYCLE ............................................................................................ 15

The Secretary’s Handbook (3rd edition) ii QUT

NOTICE OF MEETINGS........................................................................................................ 16 4.01 WHAT IS A NOTICE?....................................................................................... 16 4.02 WHAT ARE YOUR RULES? ............................................................................ 16 4.03 CONTENT OF NOTICES ................................................................................. 17

4.03.1 Associations Incorporation Act 17 4.03.2 Model Rules 17 4.03.3 By-laws and Applicable Resolutions of the Association 18 4.03.4 Common Law Requirements 18

4.04 TIME OF SERVICE .......................................................................................... 19

4.04.1 Management Committee 19 4.04.2 General Meeting 19 4.04.3 Special General Meeting 19 4.04.4 Time Measurement 19 4.04.5 Postal Time 19

4.05 METHOD OF SERVICE ................................................................................... 20

4.05.1 Special Resolutions 20 4.06 PERSONS TO BE SERVED ............................................................................ 21

4.06.1 Issue of Adjourned Meetings 21 4.06.2 What to Do When the Validity of a Notice is Challenged 21

4.07 SAMPLE NOTICE ............................................................................................ 22 4.08 NOTICE CHECKLISTS FOR MODEL RULES ................................................. 23

4.08.1 Management Committee Meeting 23 4.08.2 General Meetings 24 4.08.3 Annual General Meeting 24 4.08.4 Meetings with Special Resolutions 25 4.08.5 First General Meeting 26

MEETING FORMATS AND PROCEDURES ......................................................................... 27 5.01 VARIATION OF FORMATS.............................................................................. 27 5.02 WHAT HAPPENS AT GENERAL MEETINGS? ............................................... 27 5.03 WHAT HAPPENS AT MANAGEMENT COMMITTEE MEETINGS? ................ 29 5.04 VOTING AT ANNUAL AND GENERAL MEETINGS ........................................ 29 5.05 BALLOT FOR OFFICE-BEARERS................................................................... 30 5.06 VOTING METHODS......................................................................................... 30

5.06.1 Voting by Show of Hands or Standing 30 5.06.2 Voting by Division 31 5.06.3 Voting by Poll or Ballot 31

The Secretary’s Handbook (3rd edition) iii QUT

5.07 PROXIES.......................................................................................................... 32 5.08 REVOCATION OF PROXIES........................................................................... 33 5.09 POWER OF ATTORNEY ................................................................................. 33 5.10 PROXY CHECKLIST........................................................................................ 34

PREPARATION OF MINUTES .............................................................................................. 35 6.01 WHAT IS A MINUTE? ...................................................................................... 35 6.02 WHAT ARE THE PROVISIONS IN THE ACT, REGULATIONS AND RULES?35 6.03 WHAT IS A MINUTE BOOK? ........................................................................... 36 6.04 WHAT GOES IN THE MINUTES?.................................................................... 36

6.04.1 Drafting the Content 37 6.05 MOTIONS AND RESOLUTIONS ..................................................................... 39

6.05.1 Drafting motions 39 6.06 DIFFICULT MEETINGS, DEFAMATION AND CONFIDENTIAL MATTERS.... 40 6.07 HOW ARE THE MINUTES VERIFIED? ........................................................... 41 6.08 ACTION LISTS................................................................................................. 42

6.08.1 Simple Action List 42 6.08.2 Formal Action List 42

6.09 SIMPLE FORM MINUTES EXAMPLE.............................................................. 43 6.10 MORE ELABORATE MINUTES EXAMPLE ..................................................... 44

PART TWO............................................................................................................... 46 PUBLIC DOCUMENTS.......................................................................................................... 47

7.01 THE ASSOCIATION’S NAME .......................................................................... 47 7.02 CORPORATIONS ACT .................................................................................... 47 7.03 GOODS AND SERVICES TAX ........................................................................ 47

PUBLISHING ......................................................................................................................... 48 8.01 BEFORE AN ITEM IS PUBLISHED ................................................................. 48 8.02 BOOKS, REPORTS, CONFERENCE PROCEEDINGS, ETC. ........................ 48 8.03 AFTER AN ITEM IS PUBLISHED .................................................................... 48

MEMBER’S REGISTER COMMENTARY.............................................................................. 50 9.01 WHAT IS IT? .................................................................................................... 50 9.02 TYPE OF MEMBERSHIP................................................................................. 50 9.03 TERMINATION OF MEMBERSHIP.................................................................. 50 SAMPLE REGISTER OF MEMBERS........................................................................... 51

REGISTER OF ASSETS COMMENTARY............................................................................. 52 10.01 WHAT IS IT? .................................................................................................... 52 SAMPLE REGISTER OF ASSETS............................................................................... 52

SEAL REGISTER COMMENTARY........................................................................................ 53 11.01 WHAT IS IT? .................................................................................................... 53

The Secretary’s Handbook (3rd edition) iv QUT

11.02 AFFIXING A SEAL ........................................................................................... 53 SAMPLE COMMON SEAL REGISTER ........................................................................ 54

INSURANCE REGISTER COMMENTARY............................................................................ 55 12.01 INSURANCE REGISTER................................................................................. 55 SAMPLE REGISTER OF INSURANCE POLICIES ...................................................... 55

IMPORTANT DOCUMENTS REGISTER COMMENTARY ................................................... 56 13.01 IMPORTANT DOCUMENTS ............................................................................ 56 SAMPLE IMPORTANT DOCUMENTS REGISTER...................................................... 56

COMMENTARY ON REGISTER OF FILED GOVERNMENT FORMS ................................. 57 14.01 GOVERNMENT FORMS.................................................................................. 57 SAMPLE REGISTER OF FILED GOVERNMENT FORMS .......................................... 57

REGISTER OF BANK ACCOUNTS COMMENTARY............................................................ 58 15.01 BANK ACCOUNTS........................................................................................... 58 SAMPLE REGISTER OF BANK ACCOUNTS .............................................................. 58

INVESTMENT REGISTER COMMENTARY.......................................................................... 59 16.01 INVESTMENT REGISTER............................................................................... 59 16.02 COLLECTIONS ACT........................................................................................ 59 SAMPLE INVESTMENT REGISTER............................................................................ 60

REGISTER OF CHEQUE ACCOUNT SIGNATORIES COMMENTARY ............................... 61 17.01 CHEQUE SIGNATORIES................................................................................. 61 SAMPLE REGISTER OF ACCOUNT SIGNATORIES.................................................. 61

RECORDS OF APPEALS FOR SUPPORT UNDER THE COLLECTIONS ACT .................. 62 18.01 COLLECTIONS RECORDS ............................................................................. 62 SAMPLE RECORDS OF APPEALS FOR SUPPORT UNDER COLLECTIONS ACT.. 63

KEY REGISTER COMMENTARY.......................................................................................... 64 19.01 KEYS SAMPLE KEY REGISTER............................................................................................ 64

ART UNIONS......................................................................................................................... 65 20.01 INTRODUCTION.............................................................................................. 65 20.02 CATEGORIES OF NON-PROFIT GAMING ..................................................... 65 20.03 CATEGORY 1 GAMES .................................................................................... 66 20.04 CATEGORY 1 ART UNION.............................................................................. 66

THE MOST COMMONLY ASKED QUESTIONS BY SECRETARIES................................... 70

PART THREE ........................................................................................................... 75 FORMS PRODUCED BY THE OFFICE OF FAIR TRADING ................................................ 76

22.01 FORMS............................................................................................................. 76 22.02 HOW DO YOU CALCULATE THE TIME FOR FILING FORMS? .................... 76 22.03 AIA FORMS:..................................................................................................... 77 22.04 SCHEDULE 6 FEES......................................................................................... 78

The Secretary’s Handbook (3rd edition) v QUT

FORM 1: APPLICATION FOR INCORPORATION OF AN ASSOCIATION .............. 79 FORM 2: APPLICATION FOR EXEMPTION FROM USING THE WORD

"INCORPORATED".................................................................................... 89 FORM 3: APPLICATION FOR APPROVAL TO USE AN UNSUITABLE NAME ....... 92 FORM 4: APPLICATION FOR REGISTRATION OF A CHANGE OF NAME............ 95 FORM 5: APPLICATION FOR INCORPORATION UPON AMALGAMATION OF

ASSOCIATIONS AND FORM 6 NOTICE TO CREDITORS PRIOR TO AMALGAMATION ...................................................................................... 98

FORM 7: NOTICE OF CHANGE OF ACCOUNT BOOKS ADDRESS 108 FORM 8: APPLICATION TO REGISTER AN AMENDMENT OF RULES ............... 110 FORM 9: NOTICE OF CHANGE OF REGISTERED OFFICE................................. 115 FORM 10: NOTICE OF CHANGE OF PRESIDENT OR TREASURER .................... 117 FORM 11: NOTICE OF APPOINTMENT/ELECTION/CHANGE OF SECRETARY .. 119 FORM 12: ANNUAL RETURN................................................................................... 121 FORM 13: NOTICE OF SPECIAL RESOLUTION FOR AMALGAMATION OF

ASSOCIATIONS ...................................................................................... 123 FORM 14: NOTICE OF CHANGE OF ADDRESS OF SECRETARY ........................ 125 FORM 20: NOTICE OF CHANGE OF POSTAL ADDRESS...................................... 127 FORM 21: APPLICATION FOR APPROVAL OF AUDITOR ..................................... 129 FORM 22: NOTIFICATION OF INSURANCE COVER.............................................. 132 FORM 23: APPLICATION FOR CONSENT FOR AN ASSOCIATION TO REGISTER

AS A COOPERATIVE .............................................................................. 134 FORM 24: APPLICATION FOR TRANSFER OF INCORPORATION OF A

COOPERATIVE ....................................................................................... 136 FORM 27: NOTICE OF CHANGE OF DETAILS OF FINANCIAL MATTERS 140

PART FOUR ........................................................................................................... 142 REGISTER OF MEMBERS.................................................................................................. 143 REGISTER OF ASSETS...................................................................................................... 144 COMMON SEAL REGISTER............................................................................................... 145 REGISTER OF INSURANCE POLICIES............................................................................. 146 IMPORTANT DOCUMENTS REGISTER ............................................................................ 147 REGISTER OF FILED GOVERNMENT FORMS................................................................. 148 REGISTER OF BANK ACCOUNTS..................................................................................... 149 INVESTMENT REGISTER................................................................................................... 150 REGISTER OF ACCOUNT SIGNATORIES ........................................................................ 151 KEY REGISTER................................................................................................................... 152

INDEX ..................................................................................................................... 153

FEEDBACK FORM................................................................................................. 156

The Secretary’s Handbook (3rd edition) vi QUT

The Secretary’s Handbook (3rd edition) vii QUT

Preface The Program on Nonprofit Corporations began publishing its QUT Incorporated Associations Manual in 1991 and has produced over 8,000 copies for Queensland Associations. Combined in the manual is an offer for its subscribers to correspond with the Program about problems they have from time to time. Secretaries have contacted the Program on a regular basis. In October 2001, the Program became part of the Centre of Philanthropy and Nonprofit Studies at QUT. It is from this dialogue with those who are actually operating incorporated associations that we have prepared this publication to assist secretaries. The Associations Incorporation Act regards the secretary as the prime point of contact for both members and the Office of Fair Trading. Usually, the members and other officers of the association rely on a dedicated and hard-working secretary to perform not only the legal and administrative tasks under the Act, but to fulfill a range of diverse responsibilities. While some of the larger club associations have full-time professional secretary/managers, this is not the norm. Secretaries are usually those hardy souls who can be convinced at the Annual General Meeting that their calling in association life is to act as secretary. For many, it is their first brush with the Associations Incorporation Act. This publication is designed to provide practical solutions for incorporated association secretaries. We have taken note of the types of inquiries from secretaries over the years and used this as the basis of the publication. The size and activities of associations vary dramatically from those with just a few members, no assets and a couple of hundred dollars in the bank, to multi-million dollar clubs with large trading concerns. While the provisions of the Act apply to secretaries regardless of organisational size, we have tried to point out variations in secretarial practice between simple and complex organisations. We encourage constructive criticism of the publication and suggestions for its improvement in later editions. A feedback form is to be found at the end of the publication and we encourage you to use it. I wish to thank all those secretaries who have contacted me about association issues. In addition, I wish to thank those who have helped improve drafts of this publication. They are Ted Flack, Matthew Turnour, Kyle Wright, Penny Weir, Paul Kerr, John Maher, Alan Davidson, Rhonda Richards, John Crittall, Wendy Turner, John May, Matthew Davis, Lara Cain and Catherine McDonald. Special thanks to the Queensland Council of Social Services Librarian, Helen Schwenke, for the material on publishing. Anita Green Kellett patiently assisted in the countless revisions of this publication and to her, many thanks. Law and legislation is stated as at 1 September 2003. As the law changes rapidly, it is important that you check for any changes in the law and legislation after this date. Queensland legislation can be found at http://www.legislation.qld.gov.au. Professor Myles McGregor-Lowndes Centre of Philanthropy and Nonprofit Studies 1 Sept 2003

Calendars JANUARY FEBRUARY MARCH APRIL

S M T W T F S

S

M T W T F S S

M T W T F S S

M T W T F S

1 2 3 4 1 30

31 1 1 2 3 4 5

5 6 7 8 9 10

11

2 3 4 5 6 7 8 2 3 4 5 6 7 8 6 7 8 9 10 11 12

12 13 14

15

16

17

18

9 10 11 12 13 14 15 9 10 11 12

13 14 15 13

14 15 16 17 18 19

19 20 21

22

23

24

25

16

17 18 19 20 21 22 16

17 18 19

20 21 22 20

21 22 23 24 25 26

26 27 28

29

30

31

23

24 25 26 27 28 23

24 25 26

27 28 29 27

28 29 30

MAY JUNE JULY AUGUST

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

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W

T

F

S

S

M

T

W

T

F

S

1 2 3 1 2 3 4 5 6 7 1 2 3 4 5 31

1 2

4 5 6 7 8 9 10

8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9

11 12 13

14

15

16

17

15

16 17 18 19 20 21 13

14 15 16

17 18 19 10

11 12 13 14 15 16

18 19 20

21

22

23

24

22

23 24 25 26 27 28 20

21 22 23

24 25 26 17

18 19 20 21 22 23

25

26

27

28

29

30

31

29

30

27

28

29

30

31

24

25

26

27

28

29

30

SEPTEMBER OCTOBER NOVEMBER DECEMBER

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

1 2 3 4 5 6 1 2 3 4 30

1 1 2 3 4 5 6

7 8 9 10

11

12

13

5 6 7 8 9 10 11 2 3 4 5 6 7 8 7 8 9 10 11 12 13

14 15 16

17

18

19

20

12

13 14 15 16 17 18 9 10 11 12

13 14 15 14

15 16 17 18 19 20

21 22 23

24

25

26

27

19

10 21 22 23 24 25 16

17 18 19

20 21 22 21

22 23 24 25 26 27

28 39 30 26 27 28 29 30 31 23 24 25 26 27 28 29 28 29 30 31

The Secretary’s Handbook (3rd edition) viii QUT

he Secretary’s Handbook (3rd edition) ix QUT

JANUARY FEBRUARY MARCH APRIL

S M T W T F S

S

M T W T F S S

M T W T F S S

M T W T F S

1 2 3 1 2 3 4 5 6 7 1 2 3 4 5 6 1 2 3

4 5 6 7 8 9 10

8 9 10 11 12 13 14 7 8 9 10

11 12 13 4 5 6 7 8 9 10

11 12 13

14

15

16

17

15

16 17 18 19 20 21 14

15 16 17

18 19 20 11

12 13 14 15 16 17

18 19 20

21

22

23

24

22

23 24 25 26 27 28 21

22 23 24

25 26 27 18

19 20 21 22 23 24

25 26 27 28

29

30

31

29

28

29 30 31

25

26 27 28 29 30

MAY JUNE JULY AUGUST

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

30 31 1 1 2 3 4 5 1 2 3 1 2 3 4 5 6 7

2 3 4 5 6 7 8 6 7 8 9 10 11 12 4 5 6 7 8 9 10 8 9 10 11 12 13 14

9 10 11

12

13

14

15

13

14 15 16 17 18 19 11

12 13 14

15 16 17 15

16 17 18 19 20 21

16 17 18

19

20

21

22

20

21 22 23 24 25 26 18

19 20 21

22 23 24 22

23 24 25 26 27 28

23

24

25

26

27

28

29

27

28

29

30

25

26

27

28

29

30

31

29

30

31

SEPTEMBER OCTOBER NOVEMBER DECEMBER

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

S

M

T

W

T

F

S

1 2 3 4 31

1 2 1 2 3 4 5 6 1 2 3 4

5 6 7 8 9 10

11

3 4 5 6 7 8 9 7 8 9 10

11 12 13 5 6 7 8 9 10 11

12 13 14

15

16

17

18

10

11 12 13 14 15 16 14

15 16 17

18 19 20 12

13 14 15 16 17 18

19 20 21

22

23

24

25

17

18 19 10 21 22 23 21

22 23 24

25 26 27 19

20 21 22 23 24 25

26 27 28 39 30 24 25 26 27 28 29 30 28 29 30 26 27 28 29 30 31

T

The Secretary’s Handbook (3rd edition) QUT

PART ONE In this part the primary duties of a secretary are discussed. THE SECRETARY ........................................................................................................................ 2

THE ELECTION OR APPOINTMENT OF A SECRETARY...................................................................... 4

THE SECRETARY’S LEGAL DUTIES AND POWERS........................................................................... 8

NOTICE OF MEETINGS............................................................................................................... 16

MEETING FORMATS AND PROCEDURES ..................................................................................... 27

PREPARATION OF MINUTES ....................................................................................................... 35

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The Secretary 1.01 WHO ME - A SECRETARY? Every incorporated association is required to have a secretary. Some are volunteers who are prevailed upon to nominate after an awkward silence at the annual general meeting with a bare quorum of members. If you are having second thoughts, take heart in the fact that tens of thousands of ordinary Queenslanders have been successful secretaries. At the other end of the scale, there are secretaries who are the paid employees of clubs with poker machines and substantial business activities. As well as managing the operations of the club, such managers are required to perform secretarial functions. This handbook is designed to assist both the volunteer secretary of a small club or association and the professional secretary of a large club. The Associations Incorporation Act does not take into account the size of an association and all incorporated associations, big or small, must comply with its provisions. While the secretary of an association has no discretion about complying with provisions of the Act described in this book, many of the registers are purely guides. Secretaries should feel free to adopt and alter the models as they see fit for their association and the unique circumstances in which they find themselves. 1.02 WHERE DOES THE SECRETARY FIT IN? There are three officers of incorporated associations who have specific responsibilities under the Associations Incorporation Act. They are the president, the secretary and the treasurer. The Act’s policy is to make the secretary the public point of contact. It is the secretary who is liable for many defaults under the Act. The secretary is a key person in the success of any incorporated association. The secretary not only has the responsibilities set out in the Act and the rules of the incorporated association, but also unwritten obligations that will provide work for the secretary. A secretary should not assume office without an enthusiasm for the association that will last until the next annual general meeting, adequate time for the task, interest in committee work, knowledge of the association, and a good rapport with the president. 1.03 THE ACT - DON’T LEAVE HOME WITHOUT IT! The Associations Incorporation Act 1981 is a piece of legislation passed by the Queensland Government. Its main objective is to provide a simple legal form that can be adopted by nonprofit associations which operate in Queensland. Over 19,000 incorporated associations have been incorporated in Queensland and nearly a thousand more incorporate annually. The Act is administered by the Office of Fair Trading within the Department of Equity and Fair Trading. You can find their address and telephone contacts on the forms which are included in the back of this book or in the White Pages telephone book under “Tourism, Racing and Fair Trading” in the Business Listing section. A secretary requires access to a current copy of the Act and regulations to perform their duties properly. In this book the Associations Incorporation Act is referred to as either “the Act” or “AIA”. The legislation is also available on the Internet at the Queensland Government site for legislation http://www.legislation.qld.gov.au, plus the department has a web site at http://www.consumer.qld.gov.au.

2


You can obtain a copy of the Associations Incorporation Act, its amendments and regulations from GOPRINT, the State Government Printer. QUT also writes for Caxton Legal Centre Inc the QUT Incorporated Associations Manual which is a 400 page loose leaf manual that includes a copy of the Act and regulations. This manual contains step by step instructions for incorporating associations and also information for running associations such as meeting procedures, annual meetings, resolving internal disputes, insurance, taxation considerations, employment, art unions and fundraising. This manual is updated at cost when there are changes to the Associations Incorporation Act. For those associations that are financially struggling and cannot afford the buy these materials, try the following strategies:

Ask at your local library whether they have the material or can get it for you from another library; or

Find an association secretary in your area and borrow a copy.

3


The Election or Appointment of a Secretary 2.01 INTERIM SECRETARY While an association is in the process of incorporating, an “interim secretary” may be elected (section 8(3) Associations Incorporation Act (AIA). This is to allow an incorporating association a flying start when it actually receives its certificate of incorporation from the Office of Fair Trading. Such a person will take up office immediately on incorporation of the association and hold office until new office bearers are elected or appointed (section 8(4) AIA). Refer Form 1. 2.02 NO INTERIM SECRETARY If there is no interim secretary, then section 65(2) (AIA) requires the management committee to ensure a secretary is elected or appointed within one month of the association’s date of incorporation. Refer Form 11. 2.03 VACANCY If the secretary at any time thereafter vacates their office, then the management committee is required to ensure that the vacancy is filled within one month (section 65(3) AIA). Refer Form 11. 2.04 ELECTION In most incorporated associations the secretary is elected at the annual general meeting with the other office bearers in accordance with its rules. However, section 67 of the Associations Incorporation Act expressly authorises the management committee to “appoint” a secretary, despite the association’s rules providing for election. This section is to ensure that an association has a functioning secretary at all times. In most cases, a secretary is only appointed where one cannot be elected for some reason, such as a lack of candidates or a general meeting quorum. In larger associations such as sporting clubs, often the secretary is the paid manager of the club and in these circumstances it is appropriate for the management committee to appoint a person as secretary. In other associations, the secretarial work is undertaken by firms for a fee. It is becoming more common to hire a specialist firm to provide secretarial services to a hobby or special interest club. The club members can enjoy the reason they joined the club, their particular interest, rather than paperwork. In many cases such firms will also attend to the accounting requirements of the association. 2.05 ELIGIBILITY FOR OFFICE A secretary must have certain attributes to remain the secretary of an association. These are set out in section 69 of the Associations Incorporation Act.

“69 Office of Secretary (1) The secretary may, unless the rules of the incorporated association

otherwise provide, hold any other office in the incorporated association except for the office of auditor.

4


(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; 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 which is sentenced to imprisonment other than in default of payment of a fine;

(e) resigns office by writing under the person’s hand addressed to 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.”

If a secretary is also a management committee member, then they must also meet the qualifications set out in section 61A of the AIA. 2.05.1 What is Bankruptcy? “Becomes bankrupt” does not include having bankruptcy proceedings issued against the person. The actual declaration of bankruptcy must be made. Taking advantage of the bankruptcy laws appears to refer an arrangement under Part X of bankruptcy law. Any member of the public may search bankruptcy records. 2.05.2 Mental Illness? The Mental Health Act 2000 amended the Associations Incorporation Act for mental illness to be a ground for vacating an office. 2.05.3 What is a Conviction? Some associations have experienced difficulty in finding out whether a person has been convicted of an offence under the Associations Incorporation Act, an indictable offence, or a summary conviction resulting in imprisonment. In Queensland, it is only possible to apply for one’s own criminal record. This is done by personally attending to a local police station, showing proof of identity, filling in a request form and paying a fee of $33.30 (at the time of writing). If a secretary does not self disqualify, it can be a difficult matter for the association to pursue. 2.05.4 Who is a Resident? It is a requirement that a secretary be “resident in Queensland” or “resident in another State but not more than 65 km from the Queensland border”. This provision was introduced to assist associations that were located close to the border such as in Tweed Heads where a secretary may reside in New South Wales. There is no definition in the AIA of a “resident of Queensland”. It would generally mean that the secretary’s home is located in Queensland. It does not matter if you travel frequently, are not an Australian citizen, or even a sailor on an ocean going vessel, as long as you have your home or abode in Queensland. You would not be a resident if you were an overseas visitor on a 12 month working holiday. There are many taxation cases about who is a “resident of Australia” and the courts have emphasised that no single factor is decisive, each case will be decided on its merits. The Acts Interpretation Act sets out some rules for determining how you measure 65 km from the Queensland border. Section 37 of the Act states:

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“37 Measurement of Distance In applying an Act, distance is to be measured along the shortest road ordinarily used for travelling unless there is a contrary intention that distance is to be measured in a straight line on a horizontal plane or in another way.”

As there appears to be no contrary intention in the Associations Incorporation Act, you would measure your 65 km from the Queensland border using “the shortest road used for travelling”. 2.05.5 Who is an Adult? Section 61(2) AIA requires a management committee member to be an adult that is over 18 years of age. However, a secretary is not necessarily an elected member of the management committee (refer to 2.06 below) and thus does not have to be an adult. It would be unusual for the secretary not to be an adult. 2.05.6 How Can You Be Sure that a Secretary Qualifies for Office? Some associations have found themselves in the embarrassing position of electing or appointing secretaries who are bankrupt or convicted of an indictable offence. It has been argued that a literal reading of section 69(2) only affects those who “become” a bankrupt etc after they are elected as secretary, not before. This argument is further strengthened by the fact that the sub section deals with vacancies of office, not pre-conditions for election or appointment to office. The Department’s policy appears to be that it discourages persons who would fall within section 69(2) from accepting the office of secretary, but we know of no case that has been determined by the Court on such matters. The matter may be clarified by altering the rules of the association to provide explicitly that a secretary who has one of the disqualifying attributes cannot be appointed or elected to the office of secretary. As explained above, it can often be difficult to quickly and cheaply determine whether some of the disqualifying attributes apply to a secretary. To overcome this, a secretary would sign before appointment a declaration to the effect that none of the disqualifying attributes apply to them. If you are electing a secretary, then the declaration can form part of the nomination form prior to election. 2.06 IS THE SECRETARY A MANAGEMENT COMMITTEE MEMBER? Nowhere in the Act or regulations is a secretary required to be a member of the management committee. A secretary may be separately elected as a management committee member and hold any other office in the association except that of auditor (section 69(1) AIA). The implications of a person being solely a “secretary” are:

a secretary cannot vote at management committee meetings as they are not a member of the committee;

when the Act or regulations refer to the “management committee”, this does not

include the secretary. For example, section 57 AIA penalises “the management committee” for not abiding by meeting rules, NOT the secretary; and

a secretary does not have the same power to contractually bind the incorporated

association as section 60(2) is only in terms of management committee members and “duly appointed managers”. In some cases, a secretary may be a duly appointed manager of the association, usually evidenced by a management committee minute.

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2.07 HOW DO YOU SACK A SECRETARY Section 67 of the Associations Incorporation Act permits the management committee at any time to remove a secretary by a simple majority. This power remains available even if there is a contrary provision in the association’s rules. It does not matter that the secretary was elected to the position. If a secretary is also an elected management committee member, then just because they are removed as secretary does not mean that they are removed as a management committee member. The secretary’s removal as a management committee member would also have to comply with section 64(1) AIA. As noted above, there are events which will cause the secretary’s office to become vacant (section 69 AIA). Refer paragraph 2.05 above. A secretary could also be removed by a vote at a general meeting of the association. This only requires a simple majority unless the rules specify otherwise. The management committee is under an obligation to appoint or elect a secretary within one month of the vacancy occurring (section 65(3) AIA). Refer Form 11. Where the secretary is also a full time employee of the association before they are removed, consideration should be given to the provisions of their contract of employment. Although any contractual provisions will not normally stop their removal as secretary, there may be issues of compensation. Legal or industrial relations advice should be sought in such situations.

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The Secretary’s Legal Duties and Powers 3.01 WHAT DUTIES? The sources of a secretary’s duties are:

The Associations Incorporation Act; The rules of an association; Common law duties; Statutory obligations; Liabilities of being a secretary; and Customary duties.

Each of these sources is dealt with below. 3.02 THE ACT The secretary is the person whom the Associations Incorporation Act focuses on to maintain the records of the association with the Office of Fair Trading. If the obligations are not carried out there is often the possibility of committing an offence. The following is a list of duties and obligations placed by the Act on the secretary:

Section 17(4) - the secretary to notify any change of address of the association’s registered office;

Section 24 - the secretary is responsible for ensuring the change of records for any

land owned by the association on its incorporation or afterwards; Section 48(4) - the secretary’s statutory declaration on amendment of the rules;

Section 53 - the secretary is required to provide members with a copy of the

association’s rules on request and payment of reasonable charges; Section 54 - the secretary is required to ensure that the rules are in a legible state;

Section 59(4) - the secretary to lodge financial statements;

Section 68(3) - the secretary to notify any change to officers;

Section 68(4) - the secretary to notify any change of the secretary’s address;

Section 70(2) - the secretary is required to notify the arrangement of the association’s

insurance. 3.03 THE ASSOCIATION’S RULES The following are the duties and obligations placed on the secretary by the model rules:

Clause 9(1) - members may resign by giving notice in writing to the secretary.

Clause 10(1), (2), (3), (7) - rejected or terminated members can give written notice of appeal to the secretary and secretary must convene a general meeting to determine the appeal.

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Clause 11(4) - the secretary usually keeps possession of the register of members and

must allow members to inspect it.

Clause 18(5) - special meeting of the management committee to be convened by the secretary on a written requisition.

Clause 18(10) - the secretary shall give at least 14 days notice of any special

management committee meetings.

Clause 26 - this clause details how a special general meeting can be called and convened by the secretary.

Clause 27 - the manner of the notice to be given by the secretary for the convening of

all general meetings to hear membership appeals.

Clause 29(1)(p), (q) - this provision places responsibility for the minutes of the association with the secretary.

Clause 32(3)(a) - the secretary may countersign the affixing of the association’s seal.

3.04 COMMON LAW DUTIES A secretary owes duties to the association which are based in common law as well as the Associations Incorporation Act. Common law is that law has been developed over the years by courts making decisions. A secretary would be regarded in common law as having fiduciary duties to the association. “Fiduciary duties” is that term used by the law to describe the duties where one person is bound to exercise rights and powers in good faith for the benefit of another. For example, persons such as doctors, lawyers and agents owe duties to their clients to act in their best interests, by being honest, not profiting at their client’s expense, and avoiding conflicts of interest. In practical terms an incorporated association secretary is required to:

to act bona fide in good faith in the interests of the association; o for example, a secretary should act honestly and for the benefit of the

association in achieving its objectives, not to achieve some outside objective; o a secretary should not personally receive bribes or “kickbacks” from suppliers

to the club;

to exercise power given to them by the association for their proper purposes; o for example, if the secretary is given the power to organise the roster for use of

the association’s facilities by members, then the secretary cannot use this power to discriminate against those members who he or she may not personally like;

to avoid conflicts of interest;

o for example, the secretary should not be party to affixing the common seal of the association on a contract in which they have an interest;

o the secretary should not authorise their own petty cash reimbursements;

to exercise care, diligence and skill; o for example, the secretary will be required to reach the standard of an average

secretary in an association similar to their association given their abilities and capacities.

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3.05 OTHER STATUTORY OBLIGATIONS Secretaries should not forget that other statute based laws may apply to their position and actions. The criminal law will apply to an association secretary who steals from the association. The law with respect to charitable collections, liquor acts, art unions and gaming, copyright, defamation, environmental laws and local government regulations may also apply. The Workplace Health and Safety Act applies not only to paid employees, but to volunteer workers as well and should not be overlooked. Section 167 of that Act makes the officers and senior management of the association as liable as the association for any breaches of the Workplace Health and Safety Act. Further information on such Acts is contained in the QUT Incorporated Associations Manual. 3.06 WHAT ARE THE LIABILITIES OF BEING A SECRETARY? Secretaries are liable for breaches of their duties that are discussed above. These liabilities may arise through a breach of the Associations Incorporation Act and regulations, the association’s rules, common law duties or other statutory obligations. These are personal liabilities and should be distinguished from the association’s liabilities. A secretary will generally not be liable for the liabilities of the association itself. Section 27 AIA states:

“Section 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.”

For example, if the secretary fails to notify the Department about a change of address of the association’s registered office, then this is a breach by the secretary, not the association. If the association cannot pay its debts, then the secretary is not usually liable to pay any amount to reduce the debt. But, if the secretary guaranteed a loan by a bank to the association, then this is a personal liability of the secretary. If a secretary is concerned about their liabilities, then the sensible approach to such concerns is through a risk management process. Risk management is a rational process of managing and minimising risks such as never attempting high risk transactions, managing and containing risks and transferring risks (such as through insurance). The QUT Incorporated Associations Manual has a chapter on insurance and risk management for those secretaries requiring further information. 3.07 CUSTOMARY DUTIES OF SECRETARIES The following is a list of commonly accepted tasks that a secretary is responsible for, but remember good secretaries usually delegate and supervise many of these tasks: Before each meeting:

prepare meeting notice and the agenda in consultation with the president;

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check the minutes of the last meeting for “business arising”; arrange correspondence in order and summarise longer letters; confirm arrangements for visitors and guest speakers, arrange for a committee

member to welcome the guest and provide the president with a suitable introduction to speakers;

arrange a suitable vote of thanks for the guest speakers and gifts; co-ordinate any reports to be presented such as from sub-committees and the

treasurer; arrange the meeting venue; maintenance of the membership register; maintenance of other registers.

Much of a secretary’s work is driven by the meeting cycle. The rest of this part is organised around the concept of the meeting cycle. (Refer to paragraph 3.11, 3.12 and 3.13). 3.08 WHAT HAS A SECRETARY POWER TO DO ON BEHALF OF THE ASSOCIATION? The Associations Incorporation Act does not explicitly give the secretary power to contractually bind the association. Every “member of the management committee and any manager duly appointed” are deemed by section 60(2) to be “agents of the incorporated association for all purposes within its objects.” If a secretary is also an elected management committee member or a duly appointed manager, they may qualify under the section in those roles. The main source of authority for a secretary to legally bind the association as an agent will come directly from the resolutions of the management committee. This is referred to in law as “direct authority”. For example, a management committee might pass a resolution requiring the secretary to write a letter accepting a builder’s offer to construct an extension to the club house. A secretary should only act to bind the association on the direct authority of the management committee for substantial or important matters. Another less precise source of authority for a secretary is “implied authority”. At common law, a secretary will have authority to do all those acts which a secretary in such a position customarily has. A secretary of a multi-million dollar sporting club with poker machines will have a greater customary power than the secretary of a newly incorporated tiddly-winks club with seven members and a $10 bank balance. Generally, this source of authority will give secretaries power to legally bind the association in matters incidental to their duties (eg. at the very least, buying minute books, printing the association’s rules, and buying paper for notices of meetings) or matters incidental to some direct authority (eg. if the secretary has been directly authorised to buy a valuable asset, then organising its legal transfer, payment of transfer fees, stamp duty and insurance.) In most large associations the secretary is also the “duly authorised manager” of the association, so the power in section 60(2) AIA can be used. 3.09 GOVERNANCE ISSUES Each Association must work out how it manages its governance functions, particularly when the association employs management staff. There are no hard and fast general rules in reality when associations vary in size, activity and culture. The secretary must maintain a good working relationship with the chair and the paid employee manager (if there is one). A break down in trust and confidence of any of these parties is likely to spell trouble. If the secretary is also the paid manager of the association, then the relationship is even more crucial.

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A secretary should pay attention to:

disclosure of any potential conflicts of interest at the earliest opportunity, good and regular communication with the chair, keeping strict confidences of both the chair and the meeting, not being involved in board “politics”, and having a very clear understanding of the governance boundaries of the meeting and

employed staff. 3.10 BRANCH SECRETARIES The Associations Incorporation Act Part 9 permits the incorporation of branches. Being a secretary of a branch brings some added complications, most of which are not legal but administrative. It is very important that the branch secretary keep up good communications with the parent body’s secretary. In some cases, the parent body will have an internal administrative manual and even field officers to assist you. Section 78 AIA requires that the branch association should have the word “branch” as part of its name and other words identifying it as a branch, for example “XYZ (Mt Isa Branch) Inc.” Section 77 AIA states that the parent association’s rules control the membership of the branch and a member of a branch is also a member of the parent association. This will require a branch secretary to be familiar with the rules of the parent organisation.

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The Secretary’s Handbook (3rd edition)

3.11 THE MANAGEMENT COMMITTEE CYCLE

Meeting initiated by 1. Requisition of management

committee members

Dra

Management Committee Meeting

- Attendance register - Record apologies - Record resolutions, votes and proceedings

Drafting the notice for the next meeting

Setting the agenda with the Chair

Sending the notice and draft minutes to committee

members m

Send Action List as soon as possible to those

concerned

13

Date set by previous eeting (minimum of once

every four months)

QUT

Attend to actioning resolutions delegated to the Secretary, for

example: - Writing letters - Entering new members into the membership register - New assets into the assets register

aft Minutes as soon s possible after the

meeting


3.12 THE GENERAL MEETING CYCLE

Meeting initiated by 1. Management Committee 2. Rejected membership applicant

request 3. Requisition by terminated member 4. Requisition by members

Sending out action lists as

soon as possible

Draft Minutes as soon as possible after the meeting

Receiving and registering proxies

Drafting the notice for the next meeting and

settling the agenda with the Chair

Sending out notices and draft minutes

Date set by a previous meeting

General Meeting - Attendance register - Record apologies - Record resolutions, votes and proceedings

Attend to actioning resolutions delegated to the Secretary, for example: - Writing letters - Keeping registers current - Filing forms with Consumer Affairs

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3.13 THE AGM CYCLE

Draft Minutes as soon as

possible after the meeting

Receiving and registering

proxies and nominations

for office

Drafting the notice for the AGM and

setting the agenda with the Chair

Sending out notices to all

members

AGM - Attendance register - Record apologies - Record resolutions, votes and proceedings

Attend to actioning resolutions delegated to the Secretary, for example: - File annual return with Consumer Affairs - File change of office bearers

Sending out action lists as

soon as possible

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Notice of Meetings 4.01 WHAT IS A NOTICE? Preparing notices of meetings is an important task which is often delegated to the secretary. If the notice is not correctly prepared and served, then the subsequent meeting may be invalid. The Associations Incorporations Act section 57 requires that:

“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.”

The burden of this responsibility usually falls on the secretary. By delegation from the management committee, a secretary has to pay particular attention to detail in the preparation and distribution of notices of meeting. Secretaries have to be attentive to:

1. the content of the notice (page 17, paragraph 4.03), 2. time of service (page 19, paragraph 4.04), 3. method of service (page 20, paragraph 4.05), 4. persons to be served (page 21, paragraph 4.06).

The legal requirements of notices will be found in the:

Associations Incorporation Act, rules of association, and common law (decisions made by courts about notice procedures).

We will examine the provisions of the current model rules that many associations have adopted. Secretaries should be careful to establish exactly what the rules of their association provide in respect of notices. 4.02 WHAT ARE YOUR RULES? There are some serious traps for secretaries in establishing exactly what are the association’s rules. If your association has adopted the model rules set out in the regulations to the Act, then it is the MODEL RULES IN FORCE AT THE TIME OF ADOPTION. The Act has amended the text of the model rules several times over the years and going to the latest version of the rules may not be the rules AT THE TIME YOU ADOPTED THEM. You must check that you are working with the model rules at the time you adopted them - in most cases this is at the time of your incorporation. If you have your OWN RULES then you should consider section 47 AIA. Section 47 AIA says that if you have not provided for a matter in your own rules and that matter is provided for in the model rules, then that provision will be part of your own rules UNLESS you can find a provision in your own rules which says that the section 47 AIA is not to apply to your association’s rules. For example, if your own rules do not specify how much notice has to be given to members of a general meeting and your own rules do not exclude the operation of section 47 AIA, then, . Clause 27 of the model rules is added to your own rules to specify that at least 14 days notice is necessary.

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4.03 CONTENT OF NOTICES The generally accepted principle is that the notice of meeting should contain matters specified in the: (a) Associations Incorporation Act (section 3 AIA about special resolutions), (b) rules, (c) by-laws and applicable resolutions of the association, and (d) that which is necessary for those receiving it to know what is proposed to be done at

the meeting so that they can decide whether or not to attend. 4.03.1 Associations Incorporation Act The Associations Incorporation Act only makes reference to the content of “special resolutions”. The rules, by-laws and the common law deal with other content issues. Section 3 AIA sets out the requirements for a special resolution and makes particular mention of the notice. A special resolution is required by sections 6, 35, 48, 74, 80, 89 and 92, and an association’s own rules may require other resolutions to be only passed by special resolution. Section 3 AIA states:

“3(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 three quarters 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.”

As far as the content of a special resolution notice is concerned, it needs to:

be in writing, include the time and place of the meeting, and state the terms of the special resolution (that is, the resolution’s exact wording).

Unless this content is included in a special resolution notice, the special resolution (even if it passes at the meeting) will have no effect. As a matter of good practice, the notice for a special resolution may also contain further information clarifying the purpose of the special resolution. This is discussed below. 4.03.2 Model Rules The model rules by inference require some matters to be included in a notice for various meetings. Clause 18(6) specifies that notice of a special meeting of the management committee (that is one called by the appropriate number of management committee members) must “state (a) why the special meeting is called; and (b) the business to be conducted at the meeting.” Clause 22(3) of the model rules about the first general meeting of the association requires that an auditor be appointed, and this would have to be included in the notice of such a meeting.

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Clause 25 of the model rules requires that at every annual general meeting, the following business must be transacted:

“(a) the receiving of the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the association for the last financial year;

(b) the receiving of the auditor’s report on the financial affairs of the association for the last financial year;

(c) the presenting of the audited statement to the meeting for adoption; (d) the election of the members of the management committee; (e) the appointment of an auditor.”

Clause 27(5) requires the notice of a general meeting to “state the business to be conducted at the meeting.” Unlike the law of companies, neither the Association Incorporation Act nor the model rules require a proxy form to be attached to a notice of meeting. It is considered good secretarial practice to attach a proxy form with the notice of the meeting, if proxy voting is permitted under your association’s rules. 4.03.3 By-laws and Applicable Resolutions of the Association The model rules allow the management committee [clause 18(4)] and sub committee’s [clause 19(5)] to make their own notice specifications for their meetings rather than a general meeting of members. It is usual to do this through the passing of a by-law or a resolution of the management committee or sub-committee. The specification of contents varies dramatically with the type of association and the formality of meetings. 4.03.4 Common Law Requirements The courts have for many years worked on the basis that a notice of meeting must include “that which is necessary for those receiving it to know what is proposed to be done at the meeting so that they can decide whether or not to attend.” They take a robust view from the point of view of an ordinary member who scans the document quickly. The notice should not mislead a member and be a full and fair disclosure of the matters to be discussed at the meeting. Matters which will always be necessary in a notice of meeting will be:

Name of the association Clear identification that the document is a “notice” Type of meeting Place Date Time General nature of the business to be transacted Date of service of notice By what authority the notice is served

In appropriate circumstances the notice may also include:

text of resolutions to be considered at meeting (essential if the resolution is a “special” resolution),

comments by the management committee and even perhaps comments by dissenting

members of the management committee on the proposed business,

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disclosure of the interest of any management committee member in the business (eg. conflict of interest),

proxy form and explanation,

directions to the meeting venue, and

contact details of the secretary.

4.04 TIME OF SERVICE It is usual for the notice of meeting to be given to the participants before the meeting. In some instances this is specified; where it is not, a reasonable amount of time in the circumstances should be given. 4.04.1 Management Committee The management committee and management committee sub-committees are able under the model rules to decide for themselves the amount of time between the giving of the notice and the holding of the meeting [clauses 18(4) and 19(5)]. 4.04.2 General Meeting The model rules provide for “at least 14 days notice” of a general meeting [clause 27(2)]. This would include the Annual General Meeting. 4.04.3 Special General Meeting A special general meeting notice must be sent out within 14 days of the secretary being instructed to do so by the management committee, a valid member’s requisition for such a meeting, or a notice in writing of an intention to appeal an application for or termination of membership (clause 26). The model rules do not give a specific time for notice of the actual meeting, but it would be argued that the minimum 14 days notice applying to general meetings (clause 27) would also apply to special general meetings. 4.04.4 Time Measurement There can also be confusion in the measuring of time. If your association has its own rules, there may be specific provisions as to how time is to be measured. The model rules do not have provisions as to how days are to be measured. It is commonly accepted in meeting notice provisions that you exclude the day of service of the notice and the day on which the meeting is to be held (see Acts Interpretation Act, Section 38). So if a notice is given to a member on 1 January (notice should be dated that day), you would count 14 days from 2 January and the meeting could be held at the earliest on 16 January. The best policy is to allow a couple of extra days to be safe. 4.04.5 Postal Time If the post is used to serve a notice, again the model rules are silent, but the commonly accepted rule is that the notice time begins the day after the letter would have been delivered “in the ordinary course of post” (section 39 A, Acts Interpretation Act). Australia Post can supply such times to you on request. Again, the best policy is to allow a couple of days to be safe.

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4.05 METHOD OF SERVICE The model rules leave the manner of service to be determined by the management committee [Clause 18(4); 19(5); 27(3)], except in membership or termination appeals where it must be in writing [Clause 27(4)]. The method of service of special resolution notices is set out in section 3 of the Associations Incorporation Act and is dealt with separately below. The method of service of an ordinary notice varies greatly depending on the type of association and formality of its meetings. Some require a posted notice to each financial member of the association, others require a newspaper advertisement in a local paper, or to merely place a notice in their regular newsletter or on a club notice board. In an association of any size, it is best practice to ensure that each financial member receives an individual notice of the annual general meeting or a special meeting. This prevents a claim of members being unaware of a meeting. 4.05.1 Special Resolutions Section 3 of the Associations Incorporation Act sets out the requirement for a special resolution as discussed above. It is important that notice of special resolution be given in accordance with section 3 or the resolution will have no effect. Section 3(1) requires that:

“3(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.”

Thus the requirements are: 1. The notice is given personally as required under the association’s rules; AND 2. The notice is received by each member of the association who has a right to vote on

the resolution, before the general meeting. As we have seen above, the model rules do not set out how notice is given. This issue is left to the management committee to decide through its by-laws or appropriate resolution [Clause 18(4); 19(5); 28(9)]. Associations that have their “own rules” may well have provisions in their rules about such matters. In either case, the provision must be strictly complied with if the special resolution is to be valid. There is a further issue to be considered in respect of service by post. The Acts Interpretation Act section 39A deals with what “service by post” means when it is used in a statute such as the Associations Incorporation Act. The section states:

“39A (1) If an Act requires or permits a document to be served by post, service − (a) may be effected by properly addressing, prepaying and posting

the document as a letter; and (b) is taken to have been effected at the time at which the letter

would be delivered in the ordinary course of post, unless the contrary is proved.

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(2) If an Act requires or permits a document to be served by a particular postal method, the requirement or permission is taken to be satisfied if the document is posted by that method or, if that method is not available, by the equivalent, or nearest equivalent, method provided for the time being by Australia Post.

(3) Subsections (1) and (2) apply whether the expression ‘deliver’, ‘give’,

‘notify’, ‘send’ or ‘serve’ or another expression is used.” The issues to note from this section are that the posted notice must be properly addressed, stamped and posted. Subsection 2 section 39A does not apply to the Associations Incorporation Act as particular postal methods such as “certified” or “registered” mail are not specified in the applicable sections. The time of service [section 39A(1)(b) Acts Interpretation Act] was discussed above. 4.06 PERSONS TO BE SERVED The model rules of an association refer to the “members of the association” receiving notice for general meetings [clause 27(2)]. The members of the association, as recorded in the membership register (which is required to be kept pursuant to clause 11 of the model rules), would all receive the notice. In associations that have their own rules, often the rules allow for only financial members or some other special membership class to receive notice of meetings. Special resolution notices by virtue of section 3(1) AIA must be sent to “each member of the association who has a right to vote on the resolution.” Management committee members and sub-committee members would also require to receive notice of their meetings. This applies even though they may be out of the country, ill or unable to attend the meeting. 4.06.1 Issue of Adjourned Meetings Infrequently, general meetings are adjourned to a later date for some reason (for example, lack of a quorum) and the question arises as to whether a new notice of meeting is required. Model rules clause 28(8-9) requires that the notice of meeting be served again, if the meeting is adjourned for more than 30 days. 4.06.2 What to Do When the Validity of a Notice is Challenged If the notice to the meeting is invalid because of some defect, then the proceedings of the meeting and any resolutions may be void. Legal advice is appropriate before proceeding any further. Whether the alleged defect is something which would void the meeting can be a difficult legal issue. It will depend on the seriousness of the defect, the context of the meeting, and the importance of the proposed business on the members of the association. It may be possible for an association with model rules to use clause 17(1)(b) to make a ruling on the issue and have this accepted by members. The invalidity may be overcome if all the members entitled to attend the meeting waive the defect. This is a device the courts have recognised as curing defects in the notice. Note that this is not those attending the meeting, but all the members entitled to attend the meeting. This may be easily arranged with a management committee or sub-committee meeting, but becomes increasingly difficult in a general meeting, a special general meeting or an annual

21


general meeting. There has been no case as to whether such unanimous consent to a defective special resolution notice under the Associations Incorporation Act would overcome the statutory force of section 3(3) AIA which makes a special resolution passed on defective notice of no effect. One method of partially getting around notice difficulties is to continue to hold the invalid meeting (if those present agree) and keep records of the decisions. At the next validly convened meeting a motion can be put, adopting the decisions of the invalidly held meeting. Until the validation, the decisions of the invalid meeting have no standing or effect. This technique is usually only used where there is unlikely to be any disputation. 4.07 SAMPLE NOTICE

XYZ Club Inc. Notice of Annual General Meeting

The Annual General Meeting of the XYZ Club Inc. will be held on 1 January 20xx, at 7.30pm at 1 Street, Suburb, City. Business 1. President's opening remarks 2. Apologies 3. Minutes of Previous Meeting 4. Business Arising from the minutes 5. President’s Report (attached) 6. Treasurer’s Report (attached) 7. The presentation of the statement of income and expenditure, assets and liabilities and

mortgages, charges and securities affecting the property of the association for the last financial year

8. The presentation of the auditor’s report on the financial affairs of the association for the last financial year

9. The presentation of the audited statement to the meeting for adoption 10. The election of members of the Management Committee 11. The appointment of an auditor 12. Special Business

It is proposed that “The name of XYZ CLUB INC. be changed to ZYX CLUB INC”. This is a special resolution and must be passed by three quarters of the members who are present at the meeting and entitled to vote on the resolution in accordance with section 3 of the Associations Incorporation Act 1981.

Management Committee Comment The management committee unanimously believes that a change of the club’s name is in the best interests of all members. This is to prevent the club from being mistaken with another well known club in the eyes of the public. 13. General Business 14. Close T.Bag, Secretary by authority of the Management Committee

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Proxies A member entitled to attend and vote at the general meeting may appoint a person to attend and vote at the meeting as the member’s proxy. A proxy need not be a member. A proxy may be appointed by returning the duly completed attached proxy form to the secretary at the club’s registered office 1 Street, Suburb, City, 24 hours prior to the commencement of the meeting. Inquiries All inquiries should be directed to the secretary, Ms T. Bag, XYZ Club Inc., 1 Street, Suburb, City, telephone 07 3123 4567, facsimile 07 3654 3210, e-mail <[email protected]>. 4.08 NOTICE CHECKLISTS FOR MODEL RULES 4.08.1 Management Committee Meeting Ordinary Management Committee Meeting References: Model Rules clause 18(4), 19(2) 1.0 Check the Association’s bylaws or resolutions for specific requirements 2.0 Generally, has all that which is necessary for those receiving the

notice to know what the meeting is about so that they can decide whether or not to attend. For example,

2.1 Content sufficient

- name of the association - type of meeting - date, time and place - nature of business to be discussed - date of service of notice - authorised by

3.0 Time of service

- check by-laws and resolutions - otherwise must be reasonable in the circumstances

4.0 Method of service

- check by-laws and resolutions 5.0 Persons to be served

- all management committee members Special Management Committee Meeting References: Model Rules clause 18(5-6) As above (1.0 - 5.0) plus 6.0 Clearly state the reasons why such a special meeting is being convened 7.0 Clearly state the nature of the business

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4.08.2 General Meetings References: AIA section 3, Model Rules, clauses 18(4), 19(2), 22, 27(3-5), 28(8-9) 1.0 Content

1.1 Generally:

- Has all that which is necessary for those receiving the notice to know what the meeting is about so that they can decide whether or not to attend

1.2 Specifically:

- name of the association - type of meeting - date, time and place - nature of business to be discussed

(if a special resolution, refer to extra requirements at 4.08.4) - date of service of notice - authorised by - proxy notice

2.0 Time of service

- Not less than 14 days notice before the meeting (excluding day of notice and day of meeting)

- if posted by mail, add the usual delivery time 3.0 Method of service

- Check by-laws and management committee resolutions - Check that not a special resolution, membership appeal

or termination (if yes, refer to extra requirements on paragraph 4.08.4)

4.0 Persons to be served

- All members of the association who have a right to vote (refer to the association’s membership register)

4.08.3 Annual General Meeting References: AIA section 56, 59, Model Rules, clauses 25, 18(4), 19(2), 27(1-2), 28(8-9) 1.0 Content

1.1 As for general meeting (4.08.2) plus

- the receiving of the statement of income and expenditure assets and liabilities and mortgages, charges and securities affecting the property of the association for the association for the last financial year

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- the receiving of the auditor’s report on the financial affairs of the association for the last financial year

- the presenting of the audited statement to the meeting

for adoption

- the election of the members of the management committee

- the appointment of an auditor

2.0 Time of service

As for general meeting (4.08.2) but

- must be held up to 6 months after the end of the association’s financial year (but check your association’s rules for shorter

time periods) 3.0 Method of service

As for general meeting, 3.0 4.0 Persons to be served

As for general meeting, 4.0 5.0 If a special resolution is involved refer to paragraph 4.08.4 4.08.4 Meetings with Special Resolutions (Also for meetings to appeal rejection or termination of membership or valid member’s requisition) References: AIA section 3 1.0 Content

- must be in writing - name of the association - type of meeting - date, time and place - nature of business to be discussed - the exact wording of the special resolution - date of service of notice - authorised by - proxy notice

2.0 Time of service

- Secretary must send out the notices within 14 days of being instructed to do so

- Secretary must allow 14 days notice of the meeting as for a

general meeting

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3.0 Method of service

- The notice is given personally as required under the association’s rules

4.0 Persons to be served

- The notice is received by each member of the association who has a right to vote on the resolution

4.08.5 First General Meeting Reference: Model Rules, clause 22 1.0 Content

- Same as General Meeting with provision for appointment of an auditor (Clause 22)

2.0 Time of service

- Same as General Meeting (paragraph 4.08.2) 3.0 Method of service

- Same as General Meeting (paragraph 4.08.2) 4.0 Persons to be served

- Same as General Meeting (paragraph 4.08.2) 5.0 If a special resolution is involved refer to paragraph 4.08.4

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Meeting Formats and Procedures 5.01 VARIATION OF FORMATS The format of a meeting will depend on who is meeting, what is being discussed, and the type of association. Annual general meetings of large associations are usually formal meetings in contrast to many management committee meetings which are held around a kitchen table with a cup of coffee. The larger the group, the more formal the proceedings usually have to be so that order is maintained and the meeting can process its business. It is usually the task of the person who chairs the meeting to guide the style of the meeting procedure. An inappropriate meeting procedure style will cause difficulties. This section seeks to give a formal description of the meeting that may be as relaxed as the situation dictates. However, the provisions of the Act ought to be observed at all times, particularly those requiring accurate minutes and records to be kept. 5.02 WHAT HAPPENS AT GENERAL MEETINGS? The general meeting format will depend on the circumstances of the association. Associations will develop their own customs and culture over time. What follows is purely a generic guide. An agenda is reproduced below with annotations on which officer would be responsible for the item and sample resolutions. (The Agenda is in bold, comments are in normal type.)

General Meeting to be held in the XYZ clubhouse at 7.00 pm on 1 January 20xx

Business

1. President's opening remarks The president would call the meeting to order and welcome any new members and guests. 2. Apologies The president would ask the secretary whether any apologies had been received and would then ask if any member had an apology to record. These apologies ought to be recorded in the minutes. The secretary would record the names of those present or circulate a book for those present to record their names. 3. Minutes of the previous meeting The secretary should have these minutes prepared for the meeting. The secretary can read these minutes to the meeting. Where the minutes have been distributed with the notice of meeting, the chairperson may ask the meeting if there is any objection to taking the minutes as read. It is then necessary for the meeting to confirm that the minutes are an accurate record of the last meeting and for the chairperson to sign them. It is usual for a member who was at the previous meeting to propose this motion and for another to second the motion. The motion is simply, "I move that the minutes be confirmed as a true and accurate record of the last meeting". All present may vote on the resolution whether they were present or not at the last meeting. If the minutes are not correct in some aspect, a member may propose a motion to correct them. The members may vote on whether the minutes ought to be changed. This procedure is to agree to the record of the last meeting, not to re-open the debate or reverse previous decisions.

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The chairperson then signs the minute book and the secretary may do the same. (Refer to Paragraph 6.01 and following for further details about minutes). 4. Business arising from the minutes The secretary may at this stage report briefly on the actions taken since the last meeting arising out of the resolutions passed at that meeting. Members may engage in limited discussion, usually in the form of questions to the secretary and other officers. Often these matters will be dealt with later in the agenda and full discussion is left until then. 5. Correspondence Associations should keep a record of correspondence received and correspondence sent. This is usually known as outward and inward correspondence. Associations deal with correspondence in different ways. Some associations are so large that such correspondence is dealt with by the management committee. If this was not done, the whole general meeting would do nothing but deal with correspondence. In a small association with no employed staff, it may be appropriate to deal with such correspondence at the general meeting. Even in small associations, the management committee tends to deal with all but the most crucial correspondence. In small associations the secretary usually does not read the contents of all inward letters to the meeting, but merely summarises the major points. The outward letters are merely noted. In most small associations the secretary moves that the outward correspondence be endorsed and the inward received. Another way to proceed is to deal with each letter individually, resolving to take appropriate action. 6. President's report It may be appropriate for the president to make a statement reporting on various matters that the management committee has dealt with since the last general meeting. 7. Treasurer's report The treasurer's report to a general meeting includes details of receipts and expenditure for the past period. It may also show a comparison against the budget to date and other comments. Where the financial affairs of the association are substantial the treasurer has the report printed and distributed at the meeting. The treasurer moves the adoption of the report. Then it can be discussed by the members. In larger associations with complex financial transactions, the detailed scrutiny is delegated to a committee. The treasurer would present a summary report, any committee recommendations and answer questions from the floor. 8. Adjourned business Matters that were adjourned (uncompleted) at the last meeting are dealt with at this stage. It may be helpful if the motion is restated by the chairperson and of the debate at the last meeting summarised. 9. Special business Special business consists of matters placed on the agenda by the management committee or the secretary. The secretary would list such matters as rejection or termination of membership. The special business may also be a motion to change the name of the

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association, or its rules, or some matter of importance that is to be discussed because of a requisition by the members or management committee calling a meeting. 10. General business At this stage of the meeting any member may raise a question or move a motion to be dealt with by the meeting. Members raising complex issues should advise the chairperson of their intentions and provide a written copy of the motion they intend to move. 11. Date of next meeting This may be a regular date such as the first Monday of the month or an agreed date. 12. Close It is usual for the chairperson to close the meeting and thank members for attending. It may be appropriate for the chairperson to thank guests for attending and invite them and members for refreshments after the close of the meeting. 5.03 WHAT HAPPENS AT MANAGEMENT COMMITTEE MEETINGS? The management committee format is usually less formal than the format of the general and annual general meetings because of the small number of committee members. This does not mean that the records of such a meeting can also be informal. The secretary should ensure that accurate minutes are kept of the committee meetings, given the extensive records required of the management committee (regulations 9 and 12). The same basic framework as discussed for a general meeting (paragraph 5.02 above) may be used. The management committee should take special care when considering the report of the treasurer and approve or ratify all expenditure. This is set out in the Regulation’s Schedule 5. Sub-committee meetings also are usually conducted on a less formal basis. It may be stifling for such a group to adhere rigidly to the meeting procedure of an annual general meeting. Care should be taken that their conclusions and recommendations are clear and recorded. 5.04 VOTING AT ANNUAL AND GENERAL MEETINGS Where a meeting needs to determine a matter, a motion or an amendment, it will do so by each of its members casting their vote - usually either in favour of or against the proposal/ matter put forward. The matters on which members may need to cast votes include the adopting of minutes, motions and amendments of a previous meeting. The usual method of approving a motion is by a show of hands. The chairperson clearly states the motion to be put to the meeting, takes a vote of those present, determines the result, then the announces the result of the vote. At this time several matters may be raised. In some instances people may wish to have their names recorded in the minutes as having abstained from voting. Others may request that they be noted as having opposed the motion. These requests occur rarely. Once they are recorded, the chairperson proceeds to the next item of business. It is also open for a member to request a poll. A poll is a written ballot. A poll might be requested where a member disputes the vote count taken (say, where the vote is taken by

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show of hands) or where the member believes that proxies held may alter the outcome of the vote. Proxies may alter a vote because a holder of several proxies has only one vote on a show of hands. If a vote is tied, model rules clause 29(1)(e) provides for the matter to be decided by the chairperson having a second or casting vote. The convention is that the chairperson usually exercises this vote to maintain the status quo. 5.05 BALLOT FOR OFFICE-BEARERS Before voting for the office-bearers can begin, nominations must be invited. It is usual to invite them well ahead of the annual general meeting. An association might consider including on the nomination form a declaration that a candidate is not disqualified from holding office (see paragraph 2.05.6). In many associations where it may be difficult to entice members to stand for election, the president and the management committee ought personally to encourage members to consider offering themselves to serve the association by standing for election. Election of the office-bearers may be by show of hands or by written ballot. In all but the smallest associations the vote is usually by written ballot. The secretary should prepare a ballot paper once the nominations for the positions have closed. The ballot paper should contain the names of all the candidates. The names should be in alphabetical order or in an order determined by lot. Scrutineers are appointed to collect and count the ballots. The other main systems of voting are preferential and proportional representative, but are used rarely by incorporated associations. These systems are more complex for voters and scrutineers. Consideration might be given to a motion to destroy the ballot papers after declaration. 5.06 VOTING METHODS The secretary will often be responsible for supervising and administering written ballots. There are various ways to vote at meetings. The first method of voting is by the voices. The chairperson will simply tell the meeting "All those in favour of the amendment/motion say ‘Aye'" and, after noting the volume of sound, continue "Those against say ‘No'". The chairperson determines which of the ‘ayes' or the ‘nos' made the more noise and states the conclusion "The ‘ayes' have it. A similar method to the voices method is the applause method (the clapping of hands). However, applause is more usually associated with the passing of a vote of thanks. These methods of taking votes are easily administered. One difficulty presented by this method of voting is the lack of documentation associated with the vote. Some kind of record or documentation is useful. The matter may be disputed or there is a special majority (three-quarters) required. 5.06.1 Voting by Show of Hands or Standing The chairperson may call for a vote by show of hands by addressing the meeting in the same manner as for a vote by the voices; the chair asks those persons voting in favour of the amendment/motion to raise their right hand. The right hands are then counted and the procedure is repeated for those voting against. Of course it will be unnecessary to count the hands where it appears that the amendment/motion will be carried by a clear margin. It is prudent to count where the result of the vote will be close or where it is likely that a challenge may arise. Note that the chairperson will have the casting vote where the count is equal and

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if the rules so provide. It may be necessary to count the hands where the rules require a specific percentage majority before an amendment/motion can be carried or that an issue must be determined by a certain minimum proportion of the members (i.e., by the majority). As for the by-the-voices and applause methods, these methods do not produce any record or documentation of the vote. The show-of-hands method is also difficult to administer where large numbers of members are present and voting at a meeting. In these circumstances the chairperson may ask for assistance, usually from the secretary to help count the votes. The chairperson may also appoint tellers or scrutineers (usually one from each voting "side"/perspective) and use those persons (independently of each other) to determine the count on each vote. The tellers will help the Chairperson ensure that no person raises two hands or votes for both "sides" of the amendment/motion. The chairperson will of course allow a person to raise the left hand/or stand if he or she is unable to raise the right hand. A similar method to the voting by show-of-hands method is the voting-by-members-standing method. By this method the members stand for the amendment/motion for which they favour. This makes the counting process easier and reduces the possibility of a vote being counted twice. For both the by-show-of-hands method and by-members-standing method, the chairperson may take a list of the names of persons voting if necessary. A member may request a division or a poll vote after a vote by the voices, show of hands or members standing has been taken. For both a division or a poll, the count taken cannot be disputed further. The chairperson may appoint tellers to assist with the administration of the vote. 5.06.2 Voting by Division A vote by division shall be called by the chairperson upon request and it involves those persons voting to pass on one side of the chairperson depending upon their vote. As each person passes the chairperson their name is recorded. The chairperson will place the amendment/motion before the meeting saying "All those in favour, the ‘ayes' will pass to the right of the chairperson, those against, the ‘nos' will pass to the left of the chairperson". The members then stand and proceed to pass by the chairperson to record their vote. This method of voting will take longer than the methods mentioned previously however it has the advantage of being accurate and straightforward to administer. 5.06.3 Voting by Poll or Ballot A poll or ballot may be requested because a member is doubtful of the accuracy of the first count or because a member believes that the result of the vote will be significantly different if unused proxies are included in the count. Note model rules clause 29(1)(g) which provides that a poll demanded by a member must be supported by not less than one-fifth of the members present. A poll may be conducted confidentially, commonly called a "secret ballot". A member may request the chairperson to hold the poll at a later time to allow all members a chance to be present for the vote. It is common for this request to be made where there is an important issue at stake. In a poll or ballot vote, voting papers must be issued to all members entitled to vote, including entitled proxy holders. The meeting would then by resolution appoint tellers on recommendation of the chairperson if the rules so provided. Model rules clause 29(1)(h) requires the chairperson to appoint two tellers to attend to the task of collecting and counting the results. It is usual for the tellers to inform the chairperson of the result in writing as soon as it has been ascertained and for the chairperson to then announce the result to the meeting. For each ballot paper issued the person entitled to vote records the vote in writing on the issued ballot paper. The poll may call for either a "yes" or a "no". Alternatively, the poll may require members to indicate their preference for both the ‘Yes' and ‘No' view by placing the number 1 against their first preference vote and by placing the number 2 against their second preference vote.

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This method of voting will inevitably take longer to administer since certain guidelines are necessary to ensure a correct count. Firstly, the poll votes must be cast on ballot paper stationery distributed by the chairperson. Secondly, the ballot papers must be distributed carefully to those persons entitled to vote, as members, as proxy holders or as both. Thirdly, the chairperson shall explain to those persons voting, the manner of voting required by the ballot paper (eg., preferential). Once the vote has been taken the chairperson should check that all ballot papers distributed have been collected and then proceed to count the votes and declare the result. This process may occur during the meeting, or if large numbers of persons are voting the chairperson may adjourn the meeting. The advantages of poll voting are that the votes are made in writing and give all persons so entitled an opportunity to vote because members holding valid proxies are issued additional ballot papers. Poll voting also ensures that members with differential voting rights have a say in proportion to their voting entitlement. This may help prevent an overbearing noisy minority from influencing the vote. 5.07 PROXIES Where a member is unable to attend a meeting and vote on an issue personally, that person will be unable to influence the vote on issues put to the members. Where the association's rules so provide, a member unable to attend may be able to appoint another person (either a member or non-member) to vote on the absent member's behalf. A person so appointed to act on behalf of the absent member is called a "proxy holder" or "proxy". The document evidencing the appointment is also called a "proxy" or "proxy form". There is no right at law for a member to appoint a proxy. The power or right to appoint a proxy must be given by the association's rules. Model rules clause 29(1)(j) allows a member to vote personally, by proxy, or by attorney. The proxy is an agent of an association member given authority to vote on behalf of or generally to represent the absent member. Note that for a proxy to be valid, the appointment must usually be made in writing and often in a certain form. Model rules clause 29(1)(l) allow a proxy to be either a member or non-member of the association. The right to appoint a proxy, given by the association's rules, may be made to be of general or of specific application. A general proxy may give a member the right to appoint another to vote on all aspects of the association's business for a certain period of time. A proxy specifically couched may only allow a person to cast a vote at a particular meeting in a certain way. Often the chairperson holds the general proxies of many absent members and thus may exercise the proxy in the manner fit at the time. Model rules clause 29(1)(j) is quite generally cast. Some commentators argue that the management committee may be elected only by members of the association at a general meeting and that the wording of model rules clause 13(1) precludes the use of a proxy as contemplated by model rules clause 29(1)(j). Model rules clause 13(1) states in part that "the management committee of the association consists of a president, vice-president, treasurer, and any other members the association members elect or appoint at a general meeting". It is our view that this wording does not exclude the use of a proxy as contemplated by model rules clause 29(1)(j). Where an association feels that the model rules are not certain enough, it would be sufficient to include with any reference to the voting members of the association in the rules, a reference to include voting by proxy. Further, the specific rules providing for the use of a proxy might be changed to contemplate a proxy always being available to use as a vote unless the rules otherwise specifically exclude its use. Where the proxy is validly granted and the proxy instrument itself is limiting (i.e., the proxy is specifically appointed for a specific purpose), the terms of the proxy must be specifically adhered to.

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Where the granted proxy appears general in terms, the proxy holder can vote generally (and in accordance with the association's rules) on all items raised at all meetings contemplated by the appointment. Where an association's rules allow a proxy to be appointed, careful regard must be had to the nature and extent of the appointment. Does the proxy allow a vote by secret ballot? Does the proxy have to be appointed in writing in the required form? Does the proxy holder have to be a member of the association? Where an association has a large number of members, many proxy forms may be received by the secretary at the meeting. This will slow the meeting's progress and generally frustrate the chairperson's attempts to deal with business efficiently. Where this problem is foreseeable it is usual for the association's rules to provide that the proxy document be lodged with the secretary prior to the meeting at which the proxy will be used [see for example model rules clause 29(1)(o)]. Such a rule may provide a definite time deadline for the proxy document to the received by the secretary, say not later than 24 hours before the start of the meeting. If the rules do not so provide, the management committee may determine a deadline prior to the meeting. Another advantage of giving notification of the intention of proxy use early is to allow the secretary time to ensure compliance with the association's rules and eligibility of the proposed proxy vote (i.e., the proxy has not been cancelled.) 5.08 REVOCATION OF PROXIES A proxy may be revoked before being exercised simply by the donor advising the donee holder in the form of a written notice of revocation which becomes effective as soon as the donee holder is notified. A proxy may also be revoked where the donor member grants a subsequent and superseding proxy or resigns from the association. Where a donor member dies, the proxy is revoked by legal effect. Sometimes the association's rules provide for the circumstances of revocation to avoid any misunderstandings. Strictly speaking, the revocation of a proxy must be received by the association before the association meeting at which it might be used. Where the association rules provide for a time deadline in those circumstances, the revocation must be received before that time. Where the donor member attends a meeting at which it was contemplated that the proxy attend, where the member votes on an issue, the donee proxy holder may not vote. This does not operate to revoke the donee proxy holder's power. Thus the proxy holder, where so empowered by the proxy document, may continue to act in accordance with the proxy document subsequently. As stated above, often the chairperson of the meeting is appointed proxy by various absent members. One question often posed by association members is whether the chairperson is under an obligation to exercise the proxy. It is difficult to give a broadly applicable rule. Under the law of contract, if a binding obligation for valuable consideration has been formed between the donor member and donee chairperson, the chairperson should exercise the proxy power. The grey area is where, for example, the voting form sent to member’s offers an option that members use the chairperson as their proxy. It would be prudent in that circumstance to exercise the proxy power. 5.09 POWER OF ATTORNEY Any individual may appoint a power of attorney. The term "power of attorney", like the term "proxy", is often used to refer to both the grant of the power and also the document evidencing the grant of the power. Those persons who have been granted a general power of attorney have the capacity to sit in the donor's name on all matters. Thus the donee holder has the authority, granted by the power of attorney, to appoint a proxy or to be a proxy. Often, the donor will appoint two persons, jointly and severally, to act as donees. In this

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instance either of the donees may exercise proxy powers. A donor may revoke the power of attorney and it would be prudent for association members to ask for a declaration from the donee person who seeks to rely on the power. The declaration would state that the donee is fully seized of the powers claimed and that to the best of the donee's knowledge, the power of attorney has not been revoked. Of course, the original copy of the power of attorney should be requested to confirm that the power exists and it should be carefully read to ascertain the extent of the power granted to the donee. If the power of attorney operates for a specified period of time, the expiration date should be carefully noted. 5.10 PROXY CHECKLIST Yes No Can the proxy vote be used?

Check association rules (general and exclusions), power of attorney.

If yes, is the proxy filed at required place by deadline? Check association rules and management committee minutes.

Does proxy comply as to form?

Check association rules and that proxy gives all substantial details.

Is the proxy valid?

Check donor's membership status, currency of proxy document and that no notice of revocation received.

Attendance at Meeting Check that member is not present and voting at the meeting.

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Preparation of Minutes 6.01 WHAT IS A MINUTE? The word “minute” has been used since the 14th century to mean a summary of the proceedings of an assembly or committee. Today, minutes serve as a record of the resolutions and ancillary matters of incorporated association meetings. They can be inspected by members and the Office of Fair Trading, and used in Court as evidence. It is important that they are accurate and kept in a safe place for future reference. The actual form of minutes varies substantially, depending on the type and activity of an organisation. There are some matters which are specified by the law and other matters which are just good practice. Experienced secretaries write up the first draft of the minutes as soon as possible after the meeting. Their memory is fresh and the task is done in less time than leaving it for any period of time. Another good habit of experienced secretaries is to send an “action list” as soon as possible to those responsible for implementing decisions. An action list is a short memo containing tasks that the meeting decided to delegate to particular individuals. An example can be found at the end of this section. 6.02 WHAT ARE THE PROVISIONS IN THE ACT, REGULATIONS AND RULES? The Associations Incorporation Act does not directly refer to minutes, but they are dealt with by the Regulations to the Act and usually in the rules of the Association. The Regulations require that if the model rules are not adopted, then clauses similar to model clauses 29(1)(p) & (q) and 29(2) must be included in the association’s own rules. (Clauses 6 and 7 of Part 1 of Schedule 3 of the Regulations). Model rule clauses are: Clause 29(1)(p)

“The secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting and general meeting are entered in a minute book.”

Clause 29(2)

“To ensure the accuracy of the minutes recorded under subsection (1)(p) –

(a) the minutes of each management committee meeting must be signed by the chairperson of the meeting, or the chairperson of the next management committee meeting, verifying their accuracy; and

(b) the minutes of each general meeting must be signed by the chairperson of the

meeting, or the chairperson of the next general meeting, verifying their accuracy; and

(c) the minutes of each annual general meeting must be signed by the

chairperson of the meeting, or the chairperson of the next meeting of the association that is a general meeting or annual general meeting, verifying their accuracy.”

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Section 12 and Schedule 5 Section 5 of the Regulations to the Incorporated Associations Act requires that all expenditure of the association be minuted. The section states:

“the association’s management committee must - (i) approve or ratify the association’s expenditure; and (ii) ensure the approval or ratification is recorded in the management

committee’s minute book;” The Regulations to the Associations Incorporation Act, Section 9(1)(g) require the association to keep a minute book of the management committee. 6.03 WHAT IS A MINUTE BOOK? Minutes are required to be entered into a “book”. Until recently, this meant that the minute book had to be a securely bound book with sequentially numbered pages. The minutes were handwritten into the book. This guarded against fraud or tampering with the minutes. Some small associations still have handwritten minute books. Larger associations where the secretary has access to a computer and photocopier tend to use other means of creating and storing minutes. Some produce their minutes by computer, print them out and then paste them securely into a sequentially numbered official minute book. This has been an acceptable practice for commercial companies for some time. Keeping minutes in a loose leaf binder is susceptible to abuse and special care needs to be taken in order to satisfy a court and the Office of Fair Trading that the minutes have been kept in a secure manner. Unless special precautions are taken, the tampering or substitution of minutes is relatively easy. The following procedures are examples of how to make looseleaf minutes secure:

Each page of the minutes should be consecutively numbered; Each page should be signed by the chairperson on confirmation of the minutes; Each meeting should be numbered sequentially, for example “The Minutes of the 35th

meeting of the ....”; and Each separate minute item should have a sequential number, for example 35.01 or

1/98. Minutes that are kept solely as computer records probably do not comply with the Associations Incorporation Act, as it by inference requires “a book” to contain the minutes. The definition of “book” would have to be extended by the legislation to include records kept on a computer. 6.04 WHAT GOES IN THE MINUTES? The rules of all associations should require “full and accurate minutes of all questions, matters, resolutions and other proceedings” of an incorporated association’s meeting be accurately recorded [model rules clause 29(p)]. This would include at the very minimum:

name of the incorporated association and body meeting (eg. management committee, general meeting);

date place, opening and closing time and type of the meeting; name of chair; record of those present or reference to a separate attendance register; confirmation of previous minutes; record of any motions, resolutions and amendments and their fate (passed, rejected,

lapsed or adjourned etc);

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management committee minutes must approve or ratify all the association’s expenditure;

procedural motions such as adjournments, personal explanations; and signature of chairperson.

The secretary is required to “accurately” record motions moved at the particular meeting. This means that the exact wording of the motion should appear in the minutes. If it comes to light that there is a defect in the resolution, this will have to be the subject of an amending resolution at a subsequent meeting. It is not within the power of a secretary to alter the motion to correct the error once the minutes have been confirmed. Secretaries are commonly put under pressure at meetings where motions are verbally proposed in the heat of debate without considered thought. A secretary would be wise to write down the motion and read it back to the meeting before it is put to the vote. This allows any corrections to be made before voting on the motion. It also gives the secretary a chance to draft the motion to conform with the conventions of minutes. A technique used by some secretaries is to write the motion down on an overhead transparency, board or flip chart and show it to the meeting during the debate. Other secretaries require motions to be handed to them in writing by the proposer before the vote is taken. Some use tape recorders to assist them to accurately write up summaries of the debate at a later stage. The use of a tape recorder will not assist in converting a rambling verbal motion into a concise and unambiguous minuted motion, as this needs to be done at the actual meeting. Paragraph 6.05.1 below gives some specific guidelines on drafting motions. Once the legal requirements have been satisfied it is up to the association to decide what other material should be included in the minutes. Other matters which may be considered as good secretarial practice are:

The names of movers and seconders of motions; Method of vote (show of hands, voices, secret ballot), and the numbers of votes for,

against and abstentions; The details of any proxy; Apologies; Those in attendance at the meeting who were not members; Documents or reports tabled; Short summary of the debate on motions; Details of next meeting; Cross referencing to previous minutes or policies of the organisation; and List of tasks arising from the minutes.

Some different styles of minute formats from simple to complex are contained at the end of this section. 6.04.1 Drafting the Content The format and written style of minutes vary considerably between associations. Some minutes are very condensed and precise, merely recording the bare minimum of information. Other minutes include “blow by blow” summaries of the debate. In exceptional circumstances the minutes will include a transcript of all that was said at a meeting. After the bare minimum of material has been recorded, it is a decision of the meeting as to what form the minutes take. Despite this diversity as to the form of minutes, there are some commonly accepted drafting conventions for minutes. They are:

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1. Use simple sentences and simple words

For example,

Mr U.B. Snodgrass extrapolated that this fine sporting institution’s solar matt 500 water heating appliance with the white duco slimline control panel was performing consistently below its engineered benchmarks.

Could be:

Mr U.B. Snodgrass reported that the Club’s hot water system was in need of urgent repair.

2. Use active voice rather than passive voice.

In the ‘active’ voice, the subject of the sentence performs the action stated by the verb. In the ‘passive’ voice, the subject of the sentence is acted upon. While there is a place for passive voice in sentence construction generally, the passive voice is slightly more difficult for a reader to comprehend because it is wordier, and, by running counter to the usual word order of a sentence, forces the reader to restructure the sentence to process its meaning.

For example,

Active voice: The secretary used a computer to write the minutes. Passive voice: A computer was used by the secretary to write this book.

But, use the passive voice in minutes when you want to soften an unpleasant message, where an “actor” is unknown or where you want to shift the reader’s attention away from the “actor” to certain other information.

For example,

Complaints were put in the suggestion box.

3. Use only one tense.

In minutes usually the past tense is best.

For example,

Mr U.B. Little reported that he had... The Committee considered that the hot water system...

4. Avoid terms such as “he said” or “she stated” unless their actual words are quoted. 5. Avoid personal descriptors

For example.

“The Chairman announced happily...” “The Treasurer meanly said...” “The Club representative slammed the report.”

6. Particular attention needs to be paid to the recording of motions and resolutions which

are discussed below at paragraph 6.05.

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7. Particular attention needs to be paid to defamation and confidential matters which are discussed below at paragraph 6.06.

6.05 MOTIONS AND RESOLUTIONS The words "motion" and "resolution" are often incorrectly interchanged as having the same meaning. A motion is a proposal put before a meeting in order that something be done or that an issue be decided on. Thus a motion is a proposed resolution.

For example, a member may move a motion "that the minutes for this meeting include the association's funds statement for last financial year". At this stage the motion has only been proposed or "moved".

A resolution, on the other hand, is a motion which is approved of, or passed by, the meeting. Thus a resolution is the result of a motion or an amended motion put before, and approved by, the meeting. Once the resolution is passed the meeting has made a legally binding decision. Thus a resolution is an approved motion.

For example, the XYZ Club calls a general meeting at which a motion is put forward by a member “that this meeting approve the lodgment of a zoning application for the association's Club House with the Brisbane City Council”. If this motion of the meeting is approved, it becomes a resolution firm and binding on XYZ club and its members unless rescinded. The resolution will be recorded in the club's minutes.

Motions are of two basic kinds. Substantive motions deal with the meeting's opinion on an issue or decide that something be done (as in the example above). The second kind of motion is called a subsidiary or procedural motion. These motions deal with the conduct of the meeting itself rather than with the content of various proposals. For example, a procedural motion might be put to the meeting that the meeting be adjourned or that the previous meeting's minutes be approved. The minutes should record motions and resolutions, whether substantive or procedural. 6.05.1 Drafting motions There is not much a secretary can do about the wording of a motion once it has become a resolution of the meeting. However, most secretaries are able to influence the form of the motion without causing any ill feeling in a meeting. If a motion is proposed verbally from the floor of a meeting, the secretary will record the motion in writing and at the same time include the usual conventions of drafting. A secretary should seize an opportunity to read back the motion to the meeting before it is voted upon and check that their drafting amendments are acceptable. The accepted rules of drafting for motions are: 1. The motion should commence with the word "that" -

"that the treasurer’s recommendation be adopted". 2. The verb "be" is to be used in the phrasing of the motion rather than the words "is" or

"use". For example, the motion worded:

"That the newspaper release is adopted" should read: "That the newspaper release be adopted".

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3. The motion is always to be expressed positively as one sentence so that a yes vote from the members results in the proposal being approved of or supported. A motion reading

"That the doors be not shut during the meeting" should read "That the doors be open during the meeting".

4. A composite motion should be carefully constructed to allow the chairperson to split the

motion so that each of its parts may be dealt with separately by the meeting. Thus a poorly worded motion such as,

“That in addition to any other motions proposed that this meeting resolve to thank the Members of the Town Hall including Mrs T. Bag for providing the refreshments and Mr B. Room for making the accommodation available and that this meeting instructs the Secretary to send letters of thanks to Mrs T. Bag and Mr B. Room with a copy to be sent to their supervisor Mr S. Visor”.

might read

"That the meeting (a) register its appreciation in writing thanking

(i) the Town Hall members generally, (ii) Mrs T. Bag for providing the refreshments, and (iii) Mr B. Room for making the accommodation available; and

(b) send a copy of (a) above to Mr S. Visor. 5. The motion must comply with the rules of the association, be within the ambit of the

association's activities, and be relevant to the meeting, particularly where the meeting has been called for a specific purpose.

6.06 DIFFICULT MEETINGS, DEFAMATION AND CONFIDENTIAL MATTERS Sometimes meetings get heated and the participants resort to behaviour that leaves a lot to be desired with personal attacks, walk outs, threats and inappropriate remarks. In many instances the chair may require that such remarks are withdrawn and not recorded. In other cases it may be enough just to record “a vigorous discussion ensued” rather than a blow by blow account. It is appropriate to record, “Imma Walker left the meeting at 9.30pm” rather than “Imma Walker threw his papers at the Chair and then stomped off threatening to return with his lawyer, or better still with the club’s front row forwards.” In such difficult situations one might consider asking the chair for assistance in drafting the minutes and falling back on the adage, “if in doubt, leave it out”. The minutes will have to be approved by the next meeting and if it is considered necessary to include more detail it can be done at that point. During the life of an incorporated association there will be a time when the secretary is faced with the dilemma of how to deal with confidential or defamatory matters in the minutes. Generally, a defamatory statement may be described as one which exposes the defamed person to hatred, contempt, ridicule, or which tends to lower the aggrieved person in the estimation of other people or which injures him or her in their profession or calling or which causes him or her to be shunned or avoided. Truth is not necessarily a defence. There can be defences where the communicated is privileged. In certain circumstances where the meeting is only of members and the statement was made in discharging a legal, moral or social duty, to a person who had an interest in receiving it for the protection of the common

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interest, then there may be privilege. It is a complex legal area and the best course is to seek legal assistance. In most cases, a chairperson should challenge defamatory statements and have them withdrawn, so they would not be recorded in the minutes. If a resolution is defamatory, then legal advice should be sought and followed before the minutes are published. It is sometimes necessary to minute materials, but for them to remain in confidence. In many organisations, there is a constitutional procedure which permits them to meet “in camera”, “in confidence” or to “close the meeting”. This procedure permits confidential parts of the meeting to be restricted to members and for the minutes to be kept in a special “confidential” minute book which is open only to special persons for special purposes. Such confidential minutes would be confirmed by another “in camera” meeting. This may also be a way of dealing with potentially defamatory material, but legal assistance should be sought. As noted earlier, the provisions of the model rules require that the rules of an association contain the provision Clause 29(p) that:

“the secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each management committee meeting and general meeting are entered in a minute book.”

This provision may prove to be difficult for many associations. A secretary is obliged to record all matters in the minutes and is further obliged [Clause 29(q)] to disclose them to a financial member on request. This can create potential problems in a sensitive social welfare organisation such as a refuge or a child care organisation. Ideally, the rules of the association should provide for confidential minutes in appropriate circumstances. 6.07 HOW ARE THE MINUTES VERIFIED? Incorporated associations are required to have the chairperson of the meeting or the chairperson of the next succeeding meeting verifying their accuracy. It is unusual for a chairperson to verify the minutes of a meeting at the same meeting because of the time usually required to prepare minutes. It is also unusual for the chairperson to sign the minutes before they are confirmed by the meeting, because any alterations will then require a formal resolution. The draft minutes are usually circulated before the next meeting, often with the agenda and notice of meeting. This allows for the meeting to query the draft minutes before the chairperson signs them. Alterations can be made at this stage without a formal resolution. Alterations can only go to the accuracy of the minutes, not that the present meeting disagrees with the decision of the previous meeting. If there is a substantive disagreement, then this should be a separate motion in later business to overturn the previous decision. The chairperson usually verifies the minutes after the minutes have been confirmed as a true and correct record by the succeeding meeting. It does not matter that since the last meeting the chairperson or the members of the meeting have changed. If there is no direct knowledge of what happened at the meeting under consideration, then inquiries can be made of those who were at the meeting. Minutes can be confirmed as long as there are reasonable grounds for believing their accuracy.

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6.08 ACTION LISTS An action list is prepared by the secretary as soon as possible after the meeting and sent to the individuals or sub committees who have been given tasks by the meeting. It provides a prompt for such persons to get on with their tasks. 6.08.1 Simple Action List (Here a person’s responsibilities arising from the meeting are summarised.) Action List for Mr Gunna Doo

Management Committee held 7 January, 20xx 1. Contact our lawyers Messrs Sue, Grabbit and Runne about wording a special resolution

to alter the association’s rules. 2. Confirm that Mr X Ray will lead the strategic planning sub-committee on 2 February,

20xx. 3. Arrange a date for the strategic planning sub-committee to meet before the next

management committee meeting. 6.08.2 Formal Action List (Here are the actual resolutions and any summarised debate from the draft minutes is included.) Action List for Mr Gunna Doo

Management Committee held 7 January, 20xx

Minute 30.2 Resolved that Mr Gunna Doo instruct our lawyers Messrs, Sue, Grabbit and

Runne to vet and comment on the form of the proposed special resolution (minute 30.1).

Mr S. Petic raised issues about the exact wording of the resolution. The secretary suggested that given the importance of the resolution that the association’s solicitor be asked to vet the wording. Mr Gunna Doo offered to do this.

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6.09 SIMPLE FORM MINUTES EXAMPLE (for loose leaf minute book)

Minutes of the 30th Management Committee Meeting of the XYZ Club Inc. The minutes of the management committee held at 1 Street, Suburb, City at 7pm on 7 January, 20xx. 30.1 Present: Ms UR Happy

Mr Imma Happy (chair) Mr YRU Silly Ms T Bag (secretary) Mr X Ray

30.2 Open: The Chairperson opened the meeting at 7pm. 30.3 Apologies: Mr Imma Late 30.4 Minutes:

The minutes of the previous meeting held on 4 January, 20XX were read and confirmed as a true and correct record of the meeting.

OR

The minutes of the previous meeting held on 4 January, 20XX were taken as read, having been circulated and confirmed as a true and correct record of the meeting.

OR

The minutes of the previous meeting held on 4 January, 20XX were taken as read, having been circulated and after amendment to minute number 29.2, were confirmed as a true and correct record of the meeting.

30.5 Expenditure

Resolved that the invoice for a widget from Widget Supplies Limited in the sum of $50 be approved for payment by the Treasurer.

30.6 Next Meeting

Resolved that the next meeting of the Management Committee be held at 1 Street, Suburb, City at 7pm on 7 February, 20xx.

30.7 Close The Chairperson declared the meeting closed at 7.30 pm.

Signed as a correct record. Chairperson Date Page 1. 20xx

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6.10 MORE ELABORATE MINUTES EXAMPLE

Minutes of the Sixth General Meeting of the XYZ Club Inc. at 7pm on 18 January 20xx Circulation: All members, senior staff and the Australian XYZ Club Inc. No. Item Comments Action by

whom

36.1 Open The Chairperson opened the meeting at 7pm welcoming members and Mr S Bag MLA, the local Member of Parliament.

36.2 Apologies The Chairperson accepted apologies from: Mr Imma Late

36.3 Present The attendance book was signed by 90 members who were in attendance.

36.4 Proxies The secretary reported that 15 valid proxies had been received.

36.5 Minutes The minutes of the previous Annual General Meeting held on 4 January 20xx were taken as read, having been circulated and confirmed a true and correct record of the meeting.

36.6 Car Resolved that a car be purchased by the Club for not more than $20,000 for use of the President. Moved: Mr Imma Slow Seconded: Ms T Bag Carried: Unanimously

Mr Slow spoke of the need for the President to represent the Club at various functions across Queensland. He noted that this purchase would save the Club having to pay the President a travelling allowance. Ms Bag, the treasurer seconded the motion, advising that her estimation was that the club would save at least $10,000 a year in travelling costs.

36.7 Motorcycle That a motorcycle be purchased by the Club for not more than $500 for use by the Secretary. Moved: Mr Imma Slow Seconded: Ms T Bag

That the figure $500 be replaced by the figure $1,000. Moved: Mr YRU Silly Seconded: Ms B Cycle Carried: 240 votes for, 20 against

Page 1. 20xx

Chair’s Initial

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No. Item Comments Action by whom

36.7 Motorcycle That the word “motorcycle” be replaced by the word “scooter”. Foreshadowed by Mrs EZ Ryder contingent upon the amendment being lost. As the amendment was carried, the foreshadowed amendment lapses.

Resolved that a motorcycle be purchased by the Club for not more than $1,000 for use by the secretary. Carried: Unanimously

Secretary

36.8 Close The Chairperson declared the meeting closed at 9pm.

Signed as a correct record

Chairperson Date

Page 2. 20xx

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PART TWO In this part the common registers that are kept by a company secretary are examined together with the provisions of other legislation that often applies. PUBLIC DOCUMENTS................................................................................................................. 47

PUBLISHING ............................................................................................................................. 48

MEMBER’S REGISTER COMMENTARY.......................................................................................... 50

REGISTER OF ASSETS COMMENTARY......................................................................................... 52

COMMON SEAL REGISTER COMMENTARY ................................................................................... 53

INSURANCE REGISTER COMMENTARY........................................................................................ 55

IMPORTANT DOCUMENT REGISTER COMMENTARY ...................................................................... 56

COMMENTARY ON REGISTER OF FILED GOVERNMENT FORMS ..................................................... 57

REGISTER OF BANK ACCOUNTS COMMENTARY........................................................................... 58

INVESTMENT REGISTER COMMENTARY ...................................................................................... 59

REGISTER OF CHEQUE ACCOUNT SIGNATORIES COMMENTARY ................................................... 61

RECORDS OF APPEALS FOR SUPPORT UNDER THE COLLECTIONS ACT COMMENTARY................... 62

KEY REGISTER COMMENTARY ................................................................................................... 64

ART UNIONS............................................................................................................................. 65

THE MOST COMMONLY ASKED QUESTIONS BY SECRETARIES....................................................... 70

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Public Documents 7.01 THE ASSOCIATION’S NAME A secretary is often responsible for printing of letterheads, advertisements, flyers and other stationary needs of the incorporated association. Unless the association has an exemption pursuant to section 33 AIA, section 29 AIA requires the word “incorporated” or “inc” to be part of the association’s name. Section 32 AIA states:

“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.”

This section requires the association to ensure its full name appears on such documents as:

association letterhead, flyers and brochures, notices to members, newsletters, newspaper advertisements, contracts, receipts, orders, invoices and financial accounts, cheques, art union tickets, and appeals for support.

An Association may use the words “incorporated” or “inc” interchangeably. For example, just because your incorporation certificate may have “incorporated” in full does not prevent you from using “inc” on public documents. There is no requirement that an incorporated association has to disclose its incorporation number on public documents (this is different to the provisions for companies). 7.02 CORPORATIONS ACT Incorporated Associations which also qualify as Registrable Australian Bodies under the Corporations Law should note that their Australian Registered Body Number (ARBN) should be displayed on public documents. Refer to QUT Incorporated Associations Manual at paragraph 2 -1100 for further information. 7.03 GOODS AND SERVICES TAX If the association is registered for GST with an Australian Business Number (ABN), it will be required to issue tax invoices displaying the Association’s name and ABN.

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Publishing 8.01 BEFORE AN ITEM IS PUBLISHED Secretaries are often involved in the production and distribution of journals, newsletters, books, videos and music. Apart from the items of intellectual property and copyright, there are some often forgotten “deposit” requirements. 8.02 BOOKS, REPORTS, CONFERENCE PROCEEDINGS, ETC. Cataloguing-in-Publication (CiP) Cataloguing-in-Publication is a free service offered by the National Library of Australia which involves the preparation of the cataloguing entry for a book before the book is published. Details of the item then appear in the Australian National Bibliography (ANB). Providing the information in a publication also assists libraries to process items, and increases the professionalism of how a document is presented. CiP is available for all new, revised or reprinted books published in Australia, and is also available for electronic publications. CiP information is derived from information supplied to the CiP Unit by your organisation and appears in the printed book. The advantage of including CiP information in your publications lies in the information becoming available on the Australian Bibliographic Network (ABN). This alerts people to the availability of your book or report, and potentially makes it available worldwide to anyone using library systems. Having CiP printed in your publications helps make the document look more professional, and helps libraries and others to catalogue your item. Write or phone: Cataloguing-in-Publications Unit

Australian Cataloguing National Library of Australia CANBERRA ACT 2600 Telephone: 02 6262 1458 Fax: 02 6273 4492 http://www.nla.gov.au/services/CIP.html

8.03 AFTER AN ITEM IS PUBLISHED Legal Deposit: Federal and State legislation requires that copies of published works be deposited in certain libraries. The advantages of depositing your publications with the required libraries are:

Deposit libraries issue a legal deposit slip which can be used as evidence of date of issue, if a dispute arises over copyright.

Legal deposit publications serve as a basis for the Australian National Bibliography

and other specialised bibliographies compiled by the National Library and State Libraries. These are available on subscription in printed form and are circulated widely in Australian Public Affairs Information Service, Australian Books, Australian Maps, Newspapers in Australian Libraries: Australian Newspapers.

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The legislation extends not only to commercial publishers but also to private individuals, organisations, clubs, churches, and societies. This includes books, journals, serials, newsletters, annual reports, maps or charts, piece sheet music, and non-print items such as audio tapes, video recordings, film, disk, microfilm and microfiche; basically anything which you publish. Material is considered to have been published if it has been supplied (whether by sale or otherwise) to the general public. In Queensland, the Libraries Act 1988 Part 8 specifies that within one month of publication, one copy of the item is to be deposited with the State Library of Queensland, where it is placed in the John Oxley Library. A second copy must be deposited with the Parliamentary Library. Under the Commonwealth Copyright Act 1968, the best quality copy of any work published in Australia must also be deposited with the National Library of Australia in Canberra. Address a copy of each to: (1) Library Deposits (Queensland)

Acquisitions Branch PO Box 3488 SOUTH BRISBANE QLD 4101 For more information phone the Library Deposits Librarian 07 3840 7893.

(2) Parliamentary Librarian

Parliament Library Parliament House George Street BRISBANE QLD 4000

(3) Legal Deposit Unit

National Library of Australia CANBERRA ACT 2600 Phone: 02 6262 1312

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Member’s Register Commentary 9.01 WHAT IS IT? All incorporated associations are required to have at least seven members to incorporate (section 5(1)(a) AIA). It is a ground for the Office of Fair Trading to cancel the association’s incorporation if it has less than seven members [Section 93(1)(d) AIA]. Regulation 9 to the Associations Incorporation Act requires a register of members to be kept. The model rules in clause 11 specify that:

“11. (1) The management committee must keep a register of members.

(2) The register of members must include the following particulars for each member –

(a) the full name and residential address of the member; (b) the date of admission as a member; (c) the date of death or resignation of the member; (d) details about the termination or reinstatement of membership; (e) any other particulars the management committee or the

members at a general meeting decide.

(3) The register must be open for inspection at all reasonable times.

(4) However, before a member may inspect the register, the member must apply to the secretary to inspect it.”

If the association has not adopted the model rules, then Regulation 7, Schedule 3 Part 2 of the Regulations specifies that your “own rules” must specify “how the Register of Members shall be kept”. In most instances it is similar to the provisions in the model rules. The register of members is used for:

determining those eligible to receive notice of meetings; determining those eligible to vote at meetings; inspection by members (if model rules apply - see clause 11); and commonly inspected by the association’s auditor and sometimes by the Office of Fair

Trading. 9.02 TYPE OF MEMBERSHIP The type of membership will depend on the provisions in the associations rules. Clause 5 of the model rules specifies associate, honorary, life and ordinary members. Member numbers may be important if your rules limits the number of members in any or all classes. 9.03 TERMINATION OF MEMBERSHIP Membership may be terminated in a number of ways and the date of the terminating event should also be recorded.

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SAMPLE REGISTER OF MEMBERS Mem-ber No.

Name Address Date of admission

Type of member-ship

Termination of member-ship & date

1999 2000

Receipt No.

Amount Date Receipt No.

Amount Date

1 Imma PAYED

21 Smith Street Greenway, Brisbane

7/1/19xx H 2412 $10 7/1/19xx 4567 $15 8/1/20xx

2 Ratty BAG

5 Lawrence Court Shrimpton, Brisbane

9/1/19xx O E 10/1/20xx

2413 $10 9/1/19xx 4569 $15 9/1/20xx

Type of Membership: O - Ordinary member*

A - Associate member L - Life member* H - Honorary member*

Termination of Membership: D - Death on date

R - Resignation on date E - Expulsion on date I - Reinstatement on date S - Suspension on date

Classes of membership that can vote are designated by *

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Register of Assets Commentary 10.01 WHAT IS IT? A register of the association’s assets is required by Regulation 9(e) of the Association Incorporation Act. The register of assets is part of the “records and accounts” required to be kept by the association [model rules 33(2)]. It will be used in preparation of the annual accounts and checked by the auditor as required by section 59 AIA. The register is often kept by the association’s treasurer. The register of assets is also a document which may be inspected by inspectors of the Office of Fair Trading. Particular care should be taken in the disposal of assets. If an asset is sold to a member or a member’s relative, the association should be able to establish that it was sold at “fair market” value. SAMPLE REGISTER OF ASSETS

Date purchased or acquired

Description of assets

Cost of valuation

Asset ID number

Disposed of…

Location Date/Manner Consideration received

5/4/00 Overhead Projector (IBM model 246x)

$1,000.00 1 Club House

2/2/00 by Sam Slick Auctions Pty Ltd at public auction

$800.00

5/5/00 Desk (wood veneer) with 3 draw return

$600.00 2 Club House

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Seal Register Commentary 11.01 WHAT IS IT? The Associations Incorporation Act implies that all incorporated associations are required to have a common seal (Section 31 Associations Incorporation Act). The seal is usually a rubber stamp with the full name of the association on it. The model rules [clause 32(1-3)] require that:

“32. (1) The management committee must ensure the association has a common seal.

(2) The common seal must be –

(a) kept securely by the management committee; and (b) used only under the authority of the management committee.

(3) Each instrument to which the seal is attached must be signed by a

member of the management committee and countersigned by – (a) the secretary; or (b) another member of the management committee; or (c) someone appointed by the management committee”.

If the association has not adopted the model rules, then Regulation 7, Schedule 3, Part 1 clause 10 of the Regulations require your rules to provide for “the form, custody and use of the common seal”. The common seal is affixed to important legal documents such as transfers of real property, land contracts, loan documents, mortgages and guarantees. The register provides a convenient record of the use of the common seal together with a cross reference to the management committee minute authorising its use. 11.02 AFFIXING A SEAL Section 31(2) AIA requires that the association’s full name must appear in legible characters or the use of the seal will not be effective. The secretary should ensure that the stamp is clean and leaves a clear impression. If a management committee has authorised the common seal to be affixed to a document, then it is usual for the attestation clause to appear as: For land title documents: (use a black pen for signatures) The common seal of XYZ Club Inc. is affixed in accordance with its rules in the presence of: Bill Smith Bill Smith President Name printed T. Bag Tessa Bag Secretary Name printed

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Generally The common seal of XYZ Club Inc. Bill Smith affixed in accordance with its rules in President – Bill Smith the presence of: J. Smith T. Bag J. Smith Secretary – Tessa Bag SAMPLE COMMON SEAL REGISTER Date Document Authorising Signature Minute Reference

2/1/20xx Contract of sale of clubhouse at 1 Green Street, Blackfield

Mr J. Bloggs, President Ms T. Bogg, Secretary

Minute No.3 of meeting 1/1/20xx

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Insurance Register Commentary 12.01 INSURANCE REGISTER Section 70(1) of the Associations Incorporation Act requires that:

“... 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.”

Section 70(2) requires the secretary to notify the Office of Fair Trading within one month of the insurance being effected. This notice is given through Form 22 which appears on pages 128-129. SAMPLE REGISTER OF INSURANCE POLICIES Policy Number

Company/ Broker

Type of Policy

Premium $

Date Paid

Period of insurance From: To:

Type of Cover

0132561 PMA Insurance

Public Liability

$320 30/6/0x 1/7/9x 30/6/0x Excess of $200 on fusion and exterior for storm damage

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Important Documents Register Commentary 13.01 IMPORTANT DOCUMENTS Clause 34 of the Model Rules requires the management committee to “ensure the safe custody of books, documents, instruments of title and securities of the association.” This would include documents such as:

the association’s certificate of incorporation original past minutes of the association insurance policies (including worker’s compensation) certificates of title (land deeds) leases of land trust deeds government certificates and licenses mortgage, debentures and loan agreements investment documents such as deposit notes, share scripts or debentures original contracts Australian Tax Office ITEC or DGR correspondence PAYG documentation from the Australian Taxation Office

You might also consider computer data such as financial or membership registers backup tapes and/or disks. The ideal location would be in a fire-proof safe in a secure area. Banks, solicitors and accountants often provide such a service at a minimal charge. A copy of the documents should be kept in another location. SAMPLE IMPORTANT DOCUMENTS REGISTER Document Title Description Location Comments

Certificate of Title CT Vol 3603 Fol 150 Safe custody at Mooncorp Bank, 1 Street, City

Sporting club at 3 Street, Suburb, City

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Commentary on Register of Filed Government Forms 14.01 GOVERNMENT FORMS There is no requirement to keep records of forms filed with government departments, but it is a good practice. It provides a useful record for future secretaries. It is suggested that you retain a photocopy of the filed form and create an index of them in this register. SAMPLE REGISTER OF FILED GOVERNMENT FORMS Date Government

department Form No.

Form description Renewal date

Page No.

Comments

1/1/0x Office of Fair Trading

Form 1 Application for incorporation of an association

Not applicable

1 See also minute no. 1.6 of 1/1/0x for authority

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Register of Bank Accounts Commentary 15.01 BANK ACCOUNTS The model rules [clause 33 (1)] require the funds of the association to be kept in the name of the association in a financial institution. A financial institution is defined by the Acts Interpretation Act 1954 section 36 as “a bank, building society or credit union”. Schedule 3 Part 1 clause 11 of the Regulations requires an association without model rules to provide for the manner of management of the income and property of the association. The Regulations to the Associations Incorporation Act section 10 states:

“Section 10. Keeping financial institution account. An incorporated association must keep an account in Queensland with a financial institution. Maximum penalty - 4 penalty units.”

If the association is required to keep a special account for project or trust monies, this should be noted in comments. SAMPLE REGISTER OF BANK ACCOUNTS Financial institution

Branch Address Account names and number

Comments

Mooncorp Building Society

Upper left Black Stump

1 Street, Suburb Brisbane, Phone: 07 1234 5678

General account No.1 BSB-343-01 Acc. 123456

Overdraft limit of $5,000 with cheque facilities

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Investment Register Commentary 16.01 INVESTMENT REGISTER The investment register assists an association to keep track of its investments. Particular attention should be paid to the maturity date. 16.02 COLLECTIONS ACT If the association is registered as a charity or community purpose organisation under the Collections Act, then there are restrictions on the type of investment permitted. Section 33 of the Collections Regulation 1998 states that:

“Investing assets: (1) The Trusts Act 1973, part 3, other than section 22(1), applies in relation to a

charity or association as if – (a) the charity or association were a trustee; and (b) the assets of the charity or association were trust funds.

(2) A charity or association must, in exercising a power of investment –

(a) if the profession, business or employment of a member of the governing body of the charity or association is, or includes, acting as a trustee or investing money for other persons – exercise the care, diligence and skill a prudent person engaged in that profession, business or employment would exercise in managing the affairs of other persons; or

(a) if the profession, business or employment of a member of the governing body of the charity or association is not, or does not include, acting as a trustee or investing money for other persons – exercise the care, diligence and skill a prudent person of business would exercise in managing the affairs of other persons.

(3) However, a charity or association may –

(a) continue to hold an investment held before 1 March 1975; and (b) accept any investment as a gift; and (c) in relation to any investment accepted as a gift, exercise any option or

right in relation to the investment and deal with the investment in the way required by the exercise of the option or right.”

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SAMPLE INVESTMENT REGISTER Financial Institution: Mooncorp Building Society Branch: Upper left Black Stump

Date Principal Rate Maturity Date

Interest earned

Rec/Chq No.

Instructions/Comments

Invested Redeemed

1/1/0x $100,000 1/5/0x 10% 1/6/0x 8% 16534 Redeemed by authority of management committee minute No. 12/200x

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Register of Cheque Account Signatories Commentary 17.01 CHEQUE SIGNATORIES Section 7, Schedule 5 of the Associations Incorporation Regulations requires all negotiable instruments (cheques) to be signed by any two of the following:

− The President − The Secretary − The Treasurer − Another member approved by the association’s management committee.

The model rules clause 33(4) require all amounts over $100.00 to be paid by cheque signed by any two of the persons mentioned in Schedule 5 Regulations. Amounts under $100.00 may be paid by means other than cheque (Schedule 5 Regulations). From time to time secretaries may be pressured to sign blank cheque forms for convenience. The risk of fraud and that such an action is poor administrative practice means that a secretary should not do this in any circumstance. In some cases limits of authority are placed on signatories and this can be noted in comments. It would also be useful to cross reference a signatory appointed by the management committee to the appointing minute. SAMPLE REGISTER OF ACCOUNT SIGNATORIES Date commenced

Date ceased

Institution and account number

Name of authorised signatory

Specimen signature

Comments

1/1/0x Mooncorp Building Society BSB534 Acc.12345

Imma Late Imma Late Authorised by management committee minute No. 12 of 200x

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Records of Appeals for Support under the Collections Act Commentary 18.01 COLLECTIONS RECORDS If your association is also registered under the Collections Act, then records must be kept of appeals for support. Section 30 of the Collections Act states:

“Records of appeals for support 30(1) Except as prescribed or where the appeal for support consists only of an art

union authorised under the Charitable and Non-Profit Gaming Act 1999, the promoter of each appeal for support for any purpose to which part 3 applies shall keep and retain in the promoter’s custody until such time as the promoter is directed or authorised by or under this Act to destroy, hand over, or otherwise dispose of that record, a record of the appeal for support in writing consisting of or showing -

(a) the purpose for which the appeal was made;

(b) the full name and address of the promoter and the promoter’s

authority for acting as promoter;

(c) an accurate statement showing full details, of all income and expenditure associated with the appeal (in the approved form) and of the moneys and property raised by or resulting from the appeal and of the disposal of all such moneys and property;

(d) the audit report or a copy thereof, if such a report is received by the

promoter, in relation to the appeal for support;

(e) such other matters as may be prescribed in that behalf. (2) Where any appeal for support is made for a charity registered under this Act

or for an association whose objects are a community purpose which is sanctioned under this Act, the promoter may, and if so required by that governing body, the Minister, the chief executive or any inspector shall, hand over his or her record of the appeal for support to the governing body of the charity or association and the governing body shall thereupon cause to be kept and retained in the custody of a responsible officer that record until such time as it is directed or authorised by or under this Act to destroy, hand over, or otherwise dispose of that record.”

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SAMPLE RECORDS OF APPEALS FOR SUPPORT UNDER THE COLLECTIONS ACT Name of Appeal: Christmas Toy Fund Purpose of Appeal: To provide toys for children from poverty stricken families Promoter’s full name: Imma Fundraiser Promoter’s address: 1 Street, Suburb, City Promoter’s authority for acting as promoter: Attachment A Full financial statement: Attachment B Audit Report: Attachment C

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Key Register Commentary 19.01 KEYS If your association owns vehicles, or has buildings, safes and petty cash boxes, then it is prudent to maintain a key register. Such records are a prudent security provision. SAMPLE KEY REGISTER Date Key no. Description Person Signature Date of

return Comments

1/1/0x E-1 Master key to club exterior doors

Imma Late Imma Late

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Art Unions 20.01 INTRODUCTION The Charitable and Non-Profit Gaming Act 1999, which commenced on 1 December 1999, provides a legislative framework that enables charitable and non-profit associations throughout Queensland. The Charitable and Non-Profit Gaming Act 1999, which replaces the Art Unions Act 1992, regulates the gaming activities currently undertaken by Queensland's charitable and non-profit gaming entities, namely:

o art unions (which include raffles, non-profit sweeps and non-profit bingo); o bingo; o Calcutta sweeps; o lucky envelopes; and o trade promotion art unions.

20.02 CATEGORIES OF NON-PROFIT GAMING The new Act significantly streamlines the licensing requirements for all forms of charitable and non-profit gaming activities in this State. All games regulated by the Charitable and Non-Profit Gaming Act 1999 are divided into four categories based on gross proceeds per draw or, in the case of bingo, gross proceeds per bingo session. Category 1 includes any game where gross proceeds for each draw, or each bingo session, are $2,000 or less but excludes lucky envelopes. This will be the most common category for most incorporated associations. Category 2 includes any game where gross proceeds for each draw, or each bingo session, are more than $2,000 and no more than $20,000. The exception is lucky envelopes that fall within Category 2, but gross proceeds are limited to $5,000 or less. Category 3 includes any game that has gross proceeds for each draw of more than $20,000 but excludes bingo. Category 4 games, commonly known as trade promotions, are referred to in the Charitable and Non-Profit Gaming Act 1999 as promotional games. The Charitable and Non-Profit Gaming Act 1999 necessitates only four licences. These are:

o a licence to conduct a Category 3 game; o a licence to conduct a special Category 3 game; o a bingo centre licence; and o a lucky envelope printer licence.

The issuing of licences to conduct games is based on the estimated gross proceeds for a single draw in a game or session. Licences to conduct a game will only be required for associations that estimate the gross proceeds will be greater than $20,000 per draw. A licence will allow the licence holder to conduct several games and/or gaming activities in accordance with the legislation during the term of the licence.

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20.03 CATEGORY 1 GAMES You do not need a licence or permit to conduct a category 1 game. A category 1 game will be a game in respect of bingo where the gross proceeds of all the games in the bingo session do not exceed $2,000 or other games such as a raffle, art union or Calcutta sweep where the gross proceeds do not exceed $2,000. Art Unions are discussed below. Information on Bingo and Calcutta sweeps can be obtained from the Office of Gaming or their Internet site. 20.04 CATEGORY 1 ART UNION An "art union" is a game other than bingo, Calcutta sweep, lucky envelopes and a promotional game. Examples of "art unions":

1. Raffles (Meat Trays, Chook Trays, other small raffles) 2. Silver Circles 3. Sweeps, normally conducted on Melbourne Cup (other than Calcutta Sweeps) 4. Chocolate Wheels (conducted at School Fetes etc.) 5. Punchboards 6. Football Doubles 7. Lucky Dips 8. Cent Auctions 9. Lucky Door Prizes 10. Guessing Game Competition (guess the weight of the bull etc.)

Length of Time for Conducting Category 1 Art Unions A category 1 art union must be drawn not more than four months after the day tickets in the art union start to be sold. A category 1 art union dependent upon an event or a series of events must be drawn: (a) for an art union dependent upon an event - within one month of the event; or (b) for an art union dependent upon a series of events - within one month of the last event

in the series. Prohibited Prizes Prohibited prizes in a category 1 art union are: more than $10 000 in cash; surgery; a tobacco product; a weapon or ammunition; any other item the sale or acquisition of which is restricted by legislation of the State or

Commonwealth; a ticket or other chance in a game that is not approved under a gaming Act.

Also, for a game other than a promotional game, alcohol must not be offered as a prize unless the alcohol: (a) has a retail value of $100 or less; or (b) has a volume of 18 litres or less.

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Participation by Minors An association/individual involved in the conduct of a category 1 art union must not sell a ticket in an art union to a minor if a prize for the art union includes alcohol. Prize Value The total value of prizes must be at least 20% of the estimated gross proceeds of the art union. The amount of estimated gross proceeds of an art union that may be paid towards the cost of conducting the art union, other than the cost of prizes, must be reasonable in relation to: (a) the estimated gross proceeds of the art union; and (b) the nature of the art union. A "ticket" means a document or thing that evidences, or is intended to evidence, a person's right to participate in the category 1 art union. All tickets in a category 1 art union must be sold at the same price. However, tickets may be sold as a bundle (eg. one for $1.00 or three for $2.00). If bundled tickets can be purchased at the time of sale, then the same discount for bundled tickets must be offered to all ticket buyers. A ticket may only be issued to an entrant if the entrant has paid the correct price for the ticket. Tickets must not be sold after the closing of the art union. However, if the art union has a series of draws over a period of time, a ticket may be issued if the player has paid the amount that is sufficient to be entitled to be entered in the next draw for the art union. Tickets must not be sent or delivered to a person unless: (a) the person has paid for the ticket before it is sent or delivered; or (b) the person is the association's agent or ticket seller. Each ticket in a category 1 art union must be numbered consecutively and, if more than one series of tickets is to be used for the same draw, each series of tickets must be identifiable by colour or other distinguishable characteristics. If more than one category 1 art union is being drawn on the same day, the tickets in each draw must be identifiable by colour, series or other distinguishable characteristics. If a category 1 art union is not conducted and drawn on the same day, the tickets for the art union must: have the name and either the address or telephone number of the entrant legibly written

on the ticket butt, or legibly recorded in another way that enables each prize winner to be identified; and

for a guessing game competition, have the name and either the address or telephone

number of the entrant legibly recorded in a way that enables each prize winner to be identified.

Ineligibility to Enter A person is not eligible to enter a category 1 art union if the person is directly engaged in conducting the draw.

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Drawing of Art Union Each person who buys a ticket in a category 1 art union must have a fair and equal chance of winning the major prize in the art union at the time of drawing of the art union. Usually, a marble draw is used to determine the winner. However, if using ticket butts, every sold ticket butt must be included in the draw. Where an electronic raffle drawing machine is being used it must be ensured that the full range of tickets sold are covered by the draw (ie. all tickets from lowest sold to highest sold are included). If an unsold ticket number is drawn, another ticket number must be drawn to determine the prize winner. If an electronic device is used, the association/individual conducting the category 1 art union needs to ensure that the winners are selected at random thereby allowing all ticket holders a fair and equal chance of winning. Order in Which Prizes to be Drawn If more than 1 prize is being offered in a category 1 art union, the major prize must be drawn first and the other prizes then drawn in descending order of number and value. However, prizes may be drawn in an alternate order provided that the alternate order is clearly advertised at the time tickets in the art union are sold. If a minor prize is drawn before the major prize, the ticket held by the winner of the minor prize must be returned to the pool and be eligible to win the major prize. Delivery of Prizes For a category 1 art union, the association/individual conducting the art union must deliver the prizes to the winners of the art union within 1 month after winners are decided. The above does not apply if: the prize winner agrees in writing that the prize may be delivered more than one month

after the winners are decided; or after making all reasonable efforts, the person conducting the art union cannot locate

the prize winner. Substitution of Prizes Another prize may be substituted for a prize offered in a category 1 art union only if: the association/individual conducting the art union and the prize winner have agreed in

writing to the prize being substituted; and the substituted prize is similar to and of the same or greater value than the original

prize. Locating Prize Winners An association/individual conducting a category 1 art union must make every reasonable effort to: locate the prize winners for the art union; and deliver the prizes to the winners.

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Period for Which Unclaimed Prizes to be Kept Prizes in a category 1 art union must be kept for a reasonable period after the prize winner is decided. If not claimed, the prize must be drawn again. Advertising Results The results of a category 1 art union must be published in the way advertised by the association/individual conducting the art union when tickets for it are sold. If the association/individual has not provided information about the way in which the results will be published: prize winners must be given oral or written notice in person, within 28 days after the art

union is drawn; and the results must be published or made available in an appropriate way.

Keeping Accounting Records An association/individual conducting a category 1 art union must keep accounting records correctly recording and explaining the transactions for the art union. Lodgment of Returns The Office of Gaming may, by written notice to an association/individual, request a return to be lodged concerning the conduct of category 1 art unions. The association/individual must give the return, in the approved form, within the time stated in the notice. Audit If the chief executive considers it necessary in the public interest, or for the proper conduct of general gaming, the chief executive may, by written notice, require an association/individual to have audited the financial records for category 1 art unions. The association/individual must comply with the notice unless there is a reasonable excuse for not complying with it. The association/individual must pay the cost of the audit. Contacts: Queensland Office of Gaming Regulation Telephone: 1800 064 848 or 3872 0999 E mail: [email protected] Internet: http://www.qogr.qld.gov.au The Office’s Internet site contains a copy of the Act, Regulations and helpful booklets on various categories of games.

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The Most Commonly Asked Questions By Secretaries 21.01 Q. We have just been incorporated as an association, when should we hold our

first annual general meeting?

A. Section 55 AIA states:

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

Some people have interpreted this as meaning that the association can hold its first annual general meeting any time within 18 months after incorporation. This is not correct. The first annual general meeting must be held within 18 months of the date of incorporation and within 6 months after the expiration of the first financial year of the association. Section 58 states: “(1) If an association is incorporated within 3 months of the end of the 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.”

21.02 Q. A common seal is very expensive to buy, and we cannot see that we will

ever need one for our simple association. Are we required to have one?

A. The Act does not plainly state that an incorporated association must have a common seal, but it is clearly inferred. In section 21 AIA, it infers that an incorporated association has a common seal, section 31 AIA notes what must appear on a seal, and the Regulations (Schedule 3 Part 1 item 10) requires the rules to deal with “the form, custody and use of the Common Seal”. The model rules in clause 32(1), (2)(a) state that, “The management committee must ensure the association has a common seal which must be kept securely by the management committee.”

Some secretaries have fashioned their own common seal rather than having one commercially made.

An example of a commercial stamp is:

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21.03 Q. What is a registered office?

A. The Act was amended some time ago to make provision for a registered office (section 17 AIA). The registered office must be a place in Queensland where a document can be served personally on a person. For example, a post office box is not a place where one might be able to serve a document on a person.

A registered office does not have to be a commercial or business address such as an accountant or lawyer’s office, it may be a residential address. Some associations do have their registered office at their accountant’s or lawyer’s office for convenience, others use the secretary’s or president’s residence.

21.04 Q. Our association holds a member’s function just once a year in a rented hall

(the annual general meeting), holds the minimum number of management committee meetings, has eight members and no property apart from the books of the association. It does not engage in any risky activities which would attract liabilities. Is the association still required to take out $1,100,000 of insurance in respect of damage to property, death or bodily injury occurring upon the property of the incorporated association?

A. This is a difficult question to answer and involves complex legal arguments

beyond the scope of this publication. We suggest that you seek your own legal and insurance advice on your particular circumstances.

The Office of Fair Trading has no formal policy on the matter, but encourages associations to take out the insurance cover in all cases in accordance with the Act.

I would urge great caution for an association that decided not to take out insurance cover without specific written legal advice that it was not required of the association.

21.05 Q. Something has gone terribly wrong and we will not be able to file our

audited financial return on time. What can we do?

A. Section 59(4) of the AIA permits the Office of Fair Trading to extend the period for the filing of the audited financial report of the association. You should contact the Office of Fair Trading as soon as possible in this situation.

It is the Office’s policy not to permit a permanent exemption. It is only for unique circumstances.

21.06 Q. Something has gone terribly wrong and we will not be able to hold our

annual general meeting on time. What can we do?

A. An incorporated association must hold an annual general meeting at least once a year and within six months after the end of the association’s previous financial year (section 56 AIA). Section 121 AIA allows the Office of Fair Trading to permit an extension of time for the holding of the meeting in special circumstances. You should contact the Office as soon as possible with a good reason, if it appears that you will not be able to meet the time limits of the AIA for the holding of the Annual General Meeting.

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If the problem is the lack of a quorum, one might consider having a membership drive, requesting the Department to cancel the incorporation of the association (section 93 AIA), or winding up the association (Part 10 AIA).

Many secretaries have kept the Office of Fair Trading informed of their plight, while they try and rectify the situation.

21.07 Q. Can employees of the incorporated association also be members of the

management committee?

A. Employees can be members of the management committee provided that they are duly elected. Section 4(h) AIA states that just because a member of the association receives a salary as an employee or officer of the association, does not mean that an association is carried on for the purpose of financial gain to its members.

From time to time the employee may have a conflict of interest, for example if the management committee has a resolution before it about their remuneration, continued employment or dismissal.

Many associations have altered their rules to prohibit employees nominating for management committee positions because they believe it is not in the best interests of the governance of the association.

21.08 Q. We have infant members. Can they vote and hold office in the association?

A. Section 61(2) AIA makes it clear that an infant (person under 18 years) cannot be a member of the management committee. The “own” rules of the association will often restrict the infant member class from voting at meetings. The model rules do not specifically refer to such matters, but you may have specified such matters in Appendix B to the Form 1 application for incorporation which becomes part of the association’s model rules.

The common law of contract is that minors (infants - those under 18 years) do not have the capacity to make a contract except for the necessities of life (food, clothing, etc) or beneficial contracts of service such as contracts of employment and apprenticeship. Section 71 AIA makes the rules of association the terms of a contract between the members, the issue is whether infant members have the legal capacity to enter into such a contract. There is no simple answer and you will need to seek specific legal advice about your own circumstances.

21.09 Q. We have just passed a special resolution to change our rules. When do

they come into effect?

A. Section 49(2) AIA states:

“On registration of the amendment, the incorporated association’s rules are its rules as amended.”

The amendments must be filed with the Office of Fair Trading and until they are registered by the Office, they will have no effect. Section 48(8) AIA is a recent amendment to the Act and now states that “the amendment does not take effect if it is not registered” by the Office of Fair Trading.

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21.10 Q. We cannot afford to pay for the costs of an audit and insurance. What do we do?

A. Many associations have incorporated without due consideration of the costs that

the Act may impose on them.

Associations might try and raise more income to cover such costs such as raising the membership fees, holding fundraising functions or seeking sponsors.

Associations might try to find accountants or insurance companies who will donate all or some of their services to the association.

Associations might decide to amalgamate with another association, wind up their affairs and go out of existence, or revert back to being an unincorporated association which does not face such costs.

Cancellation of incorporation under section 93 AIA is sometimes an inexpensive alternative to a formal winding up of the association.

21.11 Q. The Associations Incorporation Act has some provisions which have a

penalty for a breach. The penalty is expressed as “Maximum penalty - 4 penalty units”. What is a penalty unit?

A. The meaning of a penalty unit is defined in the Penalties and Sentences Act 1992,

section 5. That section states in part that,

“The value of a penalty unit is -

(a) for the State Penalties Enforcement Act 1999, or an infringement notice under that Act - $75; or

(b) in any other case, for this or another Act - $75.”

The maximum fine at the time of writing for beaches of the Associations Incorporation Act is $75 multiplied by the number of penalty points specified for the particular breach, for example, if the maximum penalty is “4 penalty units”, $75 x 4 = $300.

21.12 Q. The mascot of the club (a goat) has eaten the records of the association.

How can we find out what our rules were and other filings with the Office of Fair Trading?

A. The Office of Fair Trading has a file on each association and it can be searched

by any member of the public for a fee. Copies of documents from the Office’s files can also be made for a fee. The files are kept for inspection at the State Law Building, Corner Ann and George Streets, Brisbane.

The Office of Fair Trading will also accept a statutory declaration as to the fate of a document that has been lost or destroyed, such as a certificate of incorporation. A sample declaration follows to Form 4 in Part 3 of this book

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21.13 Q. For how many years do I have to keep the records of the association?

A. Regulation 9 Schedule 5 AIA requires the financial records to be kept for at least seven years in Queensland.

Although it is not directly stated, the AIA infers that minutes and membership records should be kept indefinitely.

21.14 Q. Our association is having an internal dispute which is making my life

unhappy. What are the options?

A. Every dispute is different and a definitive answer is not possible.

I hear each year of several association members who die due partly to the stress of an internal dispute. Consider putting your physical and emotion health first by reducing the stress and anguish that attends a protracted internal dispute. Ask yourself whether the issue is worth you or anyone else dying over?

The Office of Fair Trading is very reluctant to intervene in internal disputes. They claim that they have no statutory power to do so. They may pass the matter on to the relevant authorities where financial fraud is involved. Be aware that written correspondence to the Office of Fair Trading may in certain circumstances be revealed to an interested party under a freedom of information action.

Part 8 of the Associations Incorporation Act deals with the rights of members and this can be enforced through litigation in the Supreme Court. This is usually an expensive option.

One might try the services of a mediator or the Community Justice Mediation Program administered by the Queensland Department of Justice.

Further details on dispute resolution is to be found in Chapter 18 of the QUT Incorporated Associations Manual.

21.15 Q. As secretary and paid manager of a large incorporated association I am

having trouble taking down accurate minutes as well as contributing to the debate.

A. Often a person is appointed (other than the secretary) to take notes for the

preparation of minutes. This person may be referred to as the minute secretary. The secretary is however still legally responsible for the preparation of the minutes even though this responsibility may be delegated to another.

21.16 Q. The association’s cheques require two officer’s signatures. The treasurer

has asked me to sign some blank cheques for convenience. Can I do that?

A. It is prudent not to sign blank cheques. Consider authorising another person to co-sign the cheques with the treasurer.

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PART THREE Page FORMS PRODUCED BY THE OFFICE OF FAIR TRADING ................................................................. 76

FORM 1 COMMENTARY ......................................................................................................... 79

FORM 2 COMMENTARY ......................................................................................................... 89

FORM 3 COMMENTARY ......................................................................................................... 92

FORM 4 COMMENTARY ......................................................................................................... 95

FORMS 5 & 6 COMMENTARY ................................................................................................... 98

FORM 7 COMMENTARY ....................................................................................................... 108

FORM 8 COMMENTARY ....................................................................................................... 110

FORM 9 COMMENTARY ....................................................................................................... 115

FORM 10 COMMENTARY ....................................................................................................... 117

FORM 11 COMMENTARY ....................................................................................................... 119

FORM 12 COMMENTARY ....................................................................................................... 121

FORM 13 COMMENTARY ....................................................................................................... 123

FORM 14 COMMENTARY ....................................................................................................... 125

FORM 20 COMMENTARY ....................................................................................................... 127

FORM 21 COMMENTARY ....................................................................................................... 129

FORM 22 COMMENTARY ....................................................................................................... 132

FORM 23 COMMENTARY ....................................................................................................... 134

FORM 24 COMMENTARY ....................................................................................................... 136

FORM 27 COMMENTARY ....................................................................................................... 140

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Forms produced by the Office of Fair Trading 22.01 FORMS Section 130 AIA permits the chief executive of the Department of Justice to approve forms for use under the Act. The forms are available on request from the Office of Fair Trading: State Law Building GPO Box 3111 Corner of Ann and George Streets Brisbane Qld 4001 Brisbane Qld 4000 Phone: 07 3246 1552 Fax: 07 3239 6894 The forms are changed from time to time and the following forms were current as at 1 January 2003. It is often prudent to check that the form is current by contacting the Office of Fair Trading. Some forms can be directly downloaded from the Internet site of the Office of Fair Trading: http://www.consumer.qld.gov.au/forms/association. Full and completed precedents of these forms and detailed commentary are contained in QUT’s Incorporated Associations Manual. We have provided a commentary on the most common forms. The commentary includes a section on common mistakes and misunderstandings which has been gathered from the experience of the Office of Fair Trading’s officers. 22.02 HOW DO YOU CALCULATE THE TIME FOR FILING FORMS? The Associations Incorporation Act requires forms to be filed with the Office of Fair Trading within a certain time, often one month. Section 38 of the Acts Interpretation Act 1954 sets out how time is to be calculated. You exclude the day of the event (eg. the day the secretary resigns or the association is incorporated) and include the day on which the form must be filed. If the last day for filing the form is not a business day or the Office of Fair Trading is closed, then you can file the form on the next day that the office is open. Section 36 of the Acts Interpretation Act 1954 states that a “month” is calendar month. For Example, Form 11 (Notice of appointment of a secretary) must be filed in one month of the change. So if the secretary is appointed on the first of January, then you must file a Form 11 on or by the second of February.

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22.03 AIA FORMS: Form no.

Description Filing fee as at 1 July 2003

1 Application for Incorporation of an Association $73.00 + $24.20

2 Application for Exemption from using the word “Incorporated” $24.20

3 Application for Approval to use an Unsuitable Name $24.20

4 Application for Registration of a Change of Name $24.20

5 Application for Incorporation upon Amalgamation of Associations $73.00 + $24.20

6 Notice to Creditors Prior to Amalgamation NA

7 Application for Transfer of Incorporation of a Friendly Society $73.00 + $24.20

8 Application to Register an Amendment of Rules $12.90

9 Notice of Change of Registered Office NA

10 Notice of Change of President or Treasurer NA

11 Notice of Appointment/Election or Change of Secretary NA

12 Annual Return - If more than 1 month but less than 2 months late, - 2 months late or more

$34.20 add $24.20 add $36.10

13 Notice of Special Resolution for Amalgamation of Associations NA

14 Notice of Change of Address of Secretary NA

20 Notice of Change of Postal Address NA

21 Application for Approval of Auditor NA

22 Notification of Insurance Cover NA

23 Application for Consent for an Association to Register as a Cooperative

NA

24 Application for Transfer of Incorporation of a Cooperative NA

Common mistakes and misunderstandings Note that Form 1 usually requires the issue of a certificate of incorporation as well, so one must add an extra fee to the Form 1 fee. Note that fees regularly change in June or July of each year. You should check the current fees before use.

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22.04 SCHEDULE 6 FEES Fee Schedule under Schedule 6 of the Associations Incorporations Act Regulation as at 1 July 2003. Section 17 $

1 Application for incorporation of association or amalgamation of incorporated associations

73.00

2 Application for registration of change of name 24.20

3 Certificate of incorporation 24.20

4 Application to register an amendment of rules 12.90

5 Lodgment of annual return and audited financial statement 34.20

6 Additional fee for lodgment of annual return (a) more than 1 month but less than 2 months late, (b) 2 months late or more

24.2036.10

7 Application for exemption from having ‘incorporated’ or ‘inc’ in an association’s name

24.20

8 Application to have a name for an association that is, or includes, an unsuitable name

24.20

9 Certified copy of a certificate of incorporation or certificate under section 127 of the Act

15.00

10 Inspection, for a particular incorporated association, of the registers and documents required to be given to the chief executive

4.80

11 Computer extract from the register 15.00

12 Certified copy of, or extract from, a document required to be given to the chief executive – each page

3.40

13 Uncertified copy of, or extract from, a document required to be given to the chief executive – each page

2.20

Note that fees change regularly, usually about June or July of each year. You should check the current fees before use.

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FORM 1 - APPLICATION FOR INCORPORATION OF AN ASSOCIATION

COMMENTARY

This form is used for incorporating an association. For detailed instructions on the process before and after filing the form, refer to chapters 1-3 of QUT’s Incorporated Associations Manual. A copy of the model rules is available in electronic format from the Office of Fair Trading’s website. If you are adopting the model rules, complete Appendix B. If you are preparing your own rules, then complete Appendix A and the statutory declaration. It is most important that you carefully consider the content of the statutory declaration and you make it (attest to it) properly (refer Part 4 of the Oaths Act 1867). Statutory Declaration checklist. 1. Is the content true and correct to the best of your knowledge and

belief of the person making the declaration? 2. Has the declarant put their usual signature in the place indicated? 3. Is the declaration taken by a

- justice, commissioner for declarations or a notary public - lawyer - conveyancer, or another person authorised to administer an oath?

4. Is the declaration dated and fully completed? You can usually find a person to take your declaration in a bank, post office or police station. COMMON MISTAKES AND MISUNDERSTANDINGS 1. A company, trade union, School Council or Parents and Citizens organisation is

attempting to incorporate, refer section 5 AIA. 2. Choice of a name that could be confused with another organisation (Part 3). 3. Choose the “appointed person” carefully (Part 1). The Office of Fair Trading will only

communicate with the appointed person about the incorporation, not the other interim officers. The certificate of incorporation will be sent to the appointed person, not the interim secretary.

4. The registered office (Part 2 – Books of Account Address) must be a place such as an

office or a house, not a post office box. The registered office does not have to be a commercial business or premises.

5. In Part 2, some applicants get confused about what is a “branch”. If you are to be a

“branch”, then permission is required from the “parent” association. You should check with your “parent” association whether they require you to incorporate as a “branch” or merely be an “affiliate”.

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For example,

Service Clubs usually require their local clubs to be “branches”. Many sporting codes do not require clubs to be branches, but merely “affiliates”, that is, agree to adopt the rules of the “game”.

6. Appendix A must be fully completed. Every item must be referenced to one of the “own

rules” of the applying association. 7. The rule 5 schedule (classes of membership) in Appendix B must be fully completed.

Special attention needs to be paid to any membership class of children (infants) in respect of their ability to vote.

8. Church organisations, because of their governance concepts, often attempt to have

their management committee or officers constituted by unelected ministers, priest or pastors. The Act requires the management committee be elected.

9. Many applicants forget the fee for the issue of a certificate of incorporation as well as

the Form 1 fee (refer paragraph 22.03).

80


Insert Page – FORM 1 : Application for Incorporation of an Association – page 1

81



82



83



84


Insert Page – FORM 1 : Application for Incorporation of an Association – Appendix A, Page 1

85


Insert Page – FORM 1 : Application for Incorporation of an Association – Appendix A, Page 2

86


Insert Page – FORM 1 : Application for Incorporation of an Association – Appendix B, Page1

87


Insert Page – FORM 1 : Application for Incorporation of an Association – Appendix B, Page 2

88


FORM 2- APPLICATION FOR EXEMPTION FROM USING THE WORD "INCORPORATED"

COMMENTARY This form is used to apply for an exemption from using the word “incorporated”. There are fewer than 25 exemptions granted in over 19,000 incorporations. Those who have received the exemptions have been well established religious and charitable bodies. The QUT Incorporated Associations Manual deals with the issues in detail at paragraph 2-401. COMMON MISTAKES AND MISUNDERSTANDINGS The Office of Fair Trading exercises its discretion in granting this exemption very carefully. Reasons such as “the word incorporated makes our name too long” or “we do not like the word” will not be accepted.

89


Insert Page – FORM 2 : Application for exemption from using the word ‘incorporated’- Page 1

90


Insert Page – FORM 2 : Application for exemption from using the word ‘incorporated’- Page 2

91


FORM 3 - APPLICATION FOR APPROVAL TO USE AN UNSUITABLE NAME

COMMENTARY

Form 3 is used to apply for approval to use an undesirable name. The AIA Part 4, Division 4 and Regulations sections 3 to 6 deal with names. Section 43 sets out the definition of an undesirable name. Good reasons are necessary for the application to be granted. Further details on the process are contained in the QUT Incorporated Associations Manual paragraph 2-400.

92


Insert Page – FORM 3: Application for Approval to use an Unsuitable Name - Page 1

93


3. (Continued)

Dated at ____________________________ the ____________________ day of _______________

__________________________________________

signature of *President / *Secretary / *Appointed Person

94


FORM 4 APPLICATION FOR REGISTRATION OF A CHANGE OF NAME

COMMENTARY

Form 4 is used to apply for a change of name of the incorporated association. If the certificate of incorporation has been lost or destroyed, a statutory declaration must accompany the form. A precedent immediately follows the form. You should make sure that the declaration is properly made, refer to Form 1. Further details are available in chapter 6 of the QUT Incorporated Associations Manual. COMMON MISTAKES AND MISUNDERSTANDINGS Many secretaries forget to return the certificate of incorporation with the Form 4.

95


Insert Page – FORM 4 : Application for registration of a change of name- Notice

96


Insert Page – FORM 4 : Application for registration of a change of name- Page 1

97


FORM 5 - APPLICATION FOR INCORPORATION UPON AMALGAMATION OF

ASSOCIATIONS AND FORM 6 NOTICE TO CREDITORS PRIOR TO AMALGAMATION

COMMENTARY These forms are used to apply for approval to amalgamate with another incorporated association. It is similar to Form 1. There are about 20 to 25 amalgamations a year. Refer also to Form 13 concerning “Notice of Special Resolution for Amalgamation of Associations”. COMMON MISTAKES AND MISUNDERSTANDINGS 1. Note that both resolutions must be passed within three months of each other, refer

section 80 (2) AIA. 2. The Office of Fair Trading often requires a list of creditors with amounts. If any one

creditor is owed more than $2,000 the Office of Fair Trading may require formal notice to be given to the creditor (section 83 AIA).

3. Attach certificates of incorporation to the form.

98


INSERT LOGO – Queensland Government – Department of

Tourism, Racing and Fair Trading - incorporating Liquor Licensing

ABN: 29 597 409 596

FORM 5 QUEENSLAND

ASSOCIATIONS INCORPORATION ACT 1981

Section 9

Address: State Law Building Cnr Ann & George Sts Brisbane Qld 4000 Postal: GPO Box 3111 Brisbane Qld 4001

APPLICATION FOR INCORPORATION UPON

AMALGAMATION OF ASSOCIATIONS FEE: $_____________ GST IS PAYABLE ON THIS FEE 1. ASSOCIATION NAME (a) OLD ASSOCIATIONS - Application is hereby made under the Associations Incorporation

Act 1981 for incorporation of a new association following the decision to amalgamate by the members of Association A: ___________________________________________________________ Association B: ___________________________________________________________ NOTE: SHOULD MORE THAN 2 ASSOCIATIONS DECIDE TO AMALGAMATE A SEPARATE LIST

SHOULD BE ATTACHED REFERENCED C, D, ETC

(b) NEW ASSOCIATION - The proposed name under which incorporation of the new association is sought

_______________________________________________________________________ (1st preference)

_______________________________________________________________________ (2nd preference)

_______________________________________________________________________ (3rd preference)

Note: Where more than one choice of name is given, registration will be effected in the first available name

without further reference to the associations. The proposed name should be a name which is not likely to deceive the public as to its nature or identity.

2. SPECIAL RESOLUTION – ASSOCIATION A The members of the abovenamed Association A at a general meeting duly convened and held

at_______________________________________ on _________________________ passed (place) (date)

a special resolution deciding to amalgamate with Association B, to adopt a single set of proposed rules and also to elect interim officers for the new association.

3. SPECIAL RESOLUTION – ASSOCIATION B The members of the abovenamed Association B at a general meeting duly convened and held

at _____________________________________________ on ____________________ passed (place) (date)

a special resolution deciding to amalgamate with Association A, to adopt a single set of proposed rules and also to elect interim officers for the new association.

NOTE: SHOULD MORE THAN 2 ASSOCIATIONS DECIDE TO AMALGAMATE, A SEPARATE LIST SHOULD BE ATTACHED REFERENCED A+B & C OR B+A & C ETC

99

The Secretary’s Handbook (3rd edition) QUT 100

Are the old associations branches of another association?

No

amalgamation resolutions.

Note: A branch must have as part of its name the word 'branch' and other words identifying it as a branch eg. 'XYZ (Mt. Isa Branch) Incorporated'

(b) Yes

If yes, please provide details --_______________________________________________________________________

Note: The secretary of a new association must, within 30 days after incorporation, request the Registrar of Titles in writing to record in the appropriate register details of land or any interest in land gained by the new association because of its incorporation under the Act.

(c)

The total amount owing to creditors in relation to Association A is __________

(amount)

Note: Should more than 2 associations decide to amalgamate a separate list should be attached.

4. APPOINTED PERSON (a) I,______________________________________________________________________

(given names first - surname in BLOCK letters) of _________________________________________________( )_________________ (residential address - a P.O. box is not acceptable) (postcode) (daytime phone no)

was appointed by resolution of the members of Association A on ________________ and (date)

Association B on _____________________________ to prepare and make an application (date)

for the new association to be incorporated under the Act. Note: Should more than 2 associations decide to amalgamate a separate list should be attached.

(b) Address for any correspondence in relation to this application ______________________

_______________________________________________________________________ (postcode)

5. DETAILS OF OLD ASSOCIATIONS

(a) Yes

If branches, what is the full name of the parent association? ______________________________________________________________________ ______________________________________________________________________

Attach a copy of the written agreement of the parent association to the amalgamation and subsequent incorporation of the new association as a branch obtained prior to the

Does either old association own or lease land or hold an interest in

land? No

(i)

(ii)

(amount)

The total amount owing to creditors in relation to Association B is __________


OFFICE HOLDERS OF THE NEW ASSOCIATION FOLLOWING INCORPORATION

Was a secretary also elected as an interim officer for the new incorporated association?

Yes If yes, please complete the following:

SECRETARY:_____________________________________________________________

(residential address - a P.O box is not acceptable) (postcode) (contact phone no.)

Note: If a secretary was not elected before incorporation, the new association must ensure a secretary is appointed or elected for the new association within one (1) month after its incorporation. Notification of such should be made on Form 11 to the Office of Fair Trading within one (1) month of appointment or election.

OTHER DETAILS OF THE NEW ASSOCIATION FOLLOWING INCORPORATION The postal address will be

_______________________________________________________________________ (address)

________________________________________________________________________

(b)

(d)

6. (a) The following interim office holders were elected for the new incorporated association:

PRESIDENT:______________________________________________________________

(given names first - surname in BLOCK letters)

_________________________________________________________ (___)__________ (residential address - a P.O. box is not acceptable) (postcode) (contact phone no.)

TREASURER:_____________________________________________________________ (given names first - surname in BLOCK letters)

_________________________________________________________ (___)__________ (residential address - a P.O. box is not acceptable) (postcode) (contact phone no.)

(b)

No

(given names first - surname in BLOCK letters)

_________________________________________________________ (___)__________

7.

(a)

(postcode)

The registered office address will be ________________________________________________________________________ (address - a P.O. box is not acceptable)

________________________________________________________________________

(postcode)

(c) The books of account address will be ________________________________________________________________________ (address - a P.O. box is not acceptable)

________________________________________________________________________

(postcode)

The name of the bank, permanent building society or credit union where the new association's money will be deposited: ________________________________________________________________________

(name) ________________________________________________________________________

(address)


8. At general meetings, the old associations passed special resolutions adopting a single set of proposed rules to apply to the new association upon incorporation. Please tick the appropriate box identifying the type of rules adopted.

(A)

Notes:

RULES OF THE NEW ASSOCIATION FOLLOWING INCORPORATION

Own Rules which have been prepared for the association.

Such proposed common rules must include the matters to be provided for in the rules as referred to in Schedule 3 of the Regulation

It is necessary to submit a copy of such rules together with a statutory declaration by the appointed person nominated at Item 4 stating that the rules comply with the Act.

Appendix A identifying the matters to be provided for in the rules MUST be completed.

Do NOT complete Appendix B if the association is adopting Own Rules.

OR

(B)

Do NOT complete the statutory declaration OR Appendix A if the association is adopting the Model Rules.

Notes:

The Model Rules under the Regulation.

If the rules adopted by the association are the Model Rules, Appendix B MUST be completed.

9. THE FOLLOWING ACCOMPANY THIS APPLICATION:

Documents referred to in Item (a) must accompany the application. Please also send either item (b) OR items (c), (d) and (e).

(a) the current certificate of incorporation of each association which resolved to amalgamate,

or a statutory declaration by the secretary verifying that the current certificate has been lost or destroyed; and

if the association proposes to adopt its own rules, as per Item 8 above, a copy of the proposed common rules adopted for the new association; and

A completed Form 13, Notice of Special Resolution for Amalgamation of Associations, for each association resolving to amalgamate is required to be lodged within three (3) months after the resolution is passed.

Dated at _____________________ this ___________________ day of _______________

_____________________________________

(b) if the new association proposes to adopt the Model Rules, as per Item 8 above, a

completed copy of Appendix B.

OR

(c)

(d) as per Item 8 above, a statutory declaration by the appointed person nominated at Item 4

stating that the proposed common rules comply with the Associations Incorporation Act 1981; and

(e) as per Item 8 above, a completed copy of Appendix A.

Note:

(signature of Appointed Person)


INSERT LOGO – Queensland Government – Department of Tourism, Racing and Fair Trading - incorporating Liquor Licensing

ABN: 29 597 409 596

QUEENSLAND OATHS ACT 1867

A. __________________________________ and B. ________________________________

and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act 1867.

(signature of Appointed Person)

(J.P., Commissioner for Declarations, etc)

STATUTORY DECLARATION UPON AMALGAMATION

I, ________________________________________________________________________________ (name) do solemnly and sincerely declare that:

1. I am the person appointed by resolution of the members of

Association A. _____________________________________________________________and (name of incorporated association)

Association B. ________________________________________________________________ (name of incorporated association)

to prepare and make an application for the new association to be incorporated under the Associations Incorporation Act 1981.

Note: Should more than 2 associations decide to amalgamate, a separate list referenced C, D etc and containing the

names of the associations and the dates on which the special resolutions to adopt the rules were passed should be attached.

2. The proposed common rules adopted by the members of the abovementioned associations by

special resolution on:

(date) (date)

comply with the Associations Incorporation Act 1981.

Declared at _________________________________________________ in the State of Queensland.

this ______________________ day of _________________________.

___________________________

Before me ____________________________

Qld Government – Department of Tourism, Racing & Fair Trading

INSERT LOGO -

ABN: 29 597 409 596

APPENDIX "A"

TO APPLICATION FOR INCORPORATION OF AN ASSOCIATION

MATTERS TO BE PROVIDED FOR IN RULES (PART 1 - MATTERS WITH EXAMPLES) - Each of these matters must be fully provided for in the association's rules. Possible wording for any or all of these rules may be found in the model rules.

Insert rule no:

1. The name of the incorporated association. (Example - see model rule 2) 2. The objects of the incorporated association. (Example - see model rule

3)

3. Any membership or other fees to be paid by the members of each class of membership of the incorporated association. (Example - see model rule 7)

4. Whether or not there is a right of rejection or termination of membership and if so, the way the rejection or termination is decided. (Example - see model rule 8 and 9)

5. Whether or not there is a right of appeal against rejection or termination of membership and if so, how the right of appeal may be exercised. (Example - see model rule 10)

6. The recording of minutes of proceedings of management committee meetings and general meetings, and inspection of the minutes by financial members. [Example - see model rule 29(1)(p) and (q)]

7. The verification of the accuracy of the recorded minutes of meetings. [Example - see model rule 29(2)]

8. The amendment or recission of, or addition to, the rules of the incorporated association. [Example - see model rule 31(1)]

9. The validation of an amendment or recission of, or addition to, the rules of the incorporated association. [Example - see model rule 31(2)]

10. The form, custody and use of the common seal of the incorporated association. (Example - see model rule 32)

11. The way the income and property of the incorporated association may be used. [Example - see model rule 33(11)]

12. The custody of the books, documents, instruments of title and securities of the incorporated association. (Example - see model rule 34)

13. The closing date of the incorporated association’s financial year. (Example - see model rule 35)

14. Distribution of surplus assets on winding-up. (Example - see model rule 36)

MATTERS TO BE PROVIDED FOR IN RULES (PART 2 - MATTERS WITHOUT EXAMPLES) –Each of these matters must be fully provided for in the association's rules. 1. The following matters about membership-

(b) the conditions of entry to a class;

(a) the classes of membership of the incorporated association;

(c) whether membership of a class is limited or unlimited in numbers; (d) how a class is limited, if at all, and additional limitations of rights for

a class, for example, voting rights and eligibility for holding office.

2. The following matters about the management committee- (a) the designation of the positions constituting the management

committee and how a member of the management committee is elected or appointed to a position;

(b) the term of office of a member;

(c) the resignation of a member;

(d) how a member is removed from office;

(e) appeal rights of a member if the member is removed from office;

(f) how a casual vacancy on the management committee is filled;

(g) the frequency of meetings of the management committee, how the meeting is called and the notice requirements for a meeting;

(h) the procedure for meetings and the size of a quorum;

(i) the functions and powers of the management committee.

3. The following matters about general meetings of the incorporated association-

(a) the grounds for calling a meeting;

(b) how a meeting is called;

(c) the procedure for general meetings and the size of a quorum.

4. How the register of members is kept.

5. The way the income and property of the incorporated association is to be managed and how the association’s cheques must be drawn and signed.

6. The preparation of a statement of income and expenditure, assets and liabilities, mortgages, charges and securities affecting the property of the incorporated association for each financial year, and the presentation of the statement, after audit, to the members.

7. How often the financial affairs of the incorporated association are to be audited, and the presentation of auditor’s reports to the members.

The Secretary’s Handbook (3rd edition) 104 QUT



Tourism, Racing and Fair Trading - incorporating Liquor

Licensing

TO

OF AN ASSOCIATION

The name of the incorporated association (in these rules called 'the association') is - __________________________________________________________________________________

RULE 3 - OBJECTS

The objects for which the association is established are - __________________________________________________________________________________ __________________________________________________________________________________

__________________________________________________________________________________

ABN: 29 597 409 596

APPENDIX "B"

APPLICATION FOR INCORPORATION

RULE 2 - NAME

Note: Please ensure that the name inserted is identical to the 1st choice listed at 1(b) on the Application for

Incorporation of an Association. Include the word "Incorporated" or "Inc." at the end of the name.

__________________________________________________________________________________ __________________________________________________________________________________

__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

Note: If there is not enough space in this appendix for the objects, attach additional pages. RULE 4 - POWERS (3) The association may take over the funds and other assets and liabilities of the present

unincorporated association known as the - __________________________________________________________________________________

Note: Insert the current name of the unincorporated association. Please ensure that this unincorporated

name is the same as the name listed as 1(a) on the Application for Incorporation of an Association. RULE 35 - FINANCIAL YEAR The financial year of the association shall close on

(date) month) each year. Note: The end of financial year must be an actual date, eg 31 March.


If the association has a class of membership that provides for persons under 18 years of age, please note that persons under the age of 18 years are not entitled to vote or to hold positions on the association's management committee. These limitations should be reflected in the column headed "Limitations Relating to the Class of Membership".

CLASS OF MEMBERSHIP

IS MEMBERSHIP OF THE CLASS TO BE LIMITED OR UNLIMITED IN NUMBER?

IF THE CLASS OF MEMBERSHIP IS TO BE LIMITED IN NUMBER, HOW?

LIMITATIONS RELATING TO THE CLASS OF MEMBERSHIP

RULE 5 - CLASSES OF MEMBERSHIP

Notes: If the association has classes of membership in addition to "ordinary" members, ALL columns of the table must be completed for each additional class of membership.

ENTRY REQUIREMENTS FOR CLASS OF MEMBERSHIP

Example

Junior Limited There are to be no more than 100 junior members at any time.

1. May not vote. 2. Not eligible for election to management committee positions.

1. Must be under 18 years of age. 2. Must be a registered hockey player.

1. Ordinary Unlimited N/A Nil

2.

3.

4.

The matters contained in this Appendix are the insertions to the Model Rules agreed to by special resolution of the association members.

Dated at ________________________________ this ________________________ day of _______________________ 20 ________

_____________________________________

(Appointed Person)




Licensing ABN: 29 597 409 596

QUEENSLAND

Section 83(1)

State Law Building

Brisbane Qld 4000

_________________________________________________________________________________ (name of incorporated association)

___________________________________ (signature of Secretary)

FORM 6


Address:

Cnr Ann & George Sts

Postal: GPO Box 3111 Brisbane Qld 4001

NOTICE TO CREDITORS PRIOR TO AMALGAMATION

IA No.____________________

1. To ________________________________ of ________________________________________ (creditor's name) (creditor's address)

2. Notice is hereby given that at a general meeting of members of the abovenamed association duly

convened and

held at ___________________________________________ on __________________________ (place) (date)

a special resolution was passed resolving to amalgamate the association with

_____________________________________________________________________________ [name(s) of other incorporated association(s)]

and be incorporated under the name

_____________________________________________________________________________ (proposed name of incorporated association)

3. Please note that under Section 83 of the Associations Incorporation Act 1981 a creditor may notify

the Office of Fair Trading that the creditor objects to the amalgamation. An objection should be in writing and must state the reason for the objection and be submitted to the Office of Fair Trading within 21 days of the date of this notice.

Dated at _______________________ this ________________ day of _________________________


FORM 7 NOTICE OF CHANGE OF ACCOUNT BOOKS ADDRESS

COMMENTARY

Schedule 5, section 6 and 9 requires:-

Adequate documentation filed in chronological order to support the association’s expenditure to be kept at a place decided by the association’s management committee; and

The association to keep its financial records in Queensland for at least 7 years.


Insert Page – Form 7: Notice of Change of Account Books Address – Page 1


The statutory declaration should be properly made, see the commentary to Form 1 on this matter.

2. The rule changes will not take effect until they are actually registered by the Office of Fair Trading, refer section 49 AIA.

FORM 8 APPLICATION TO REGISTER AN AMENDMENT OF RULES

COMMENTARY

Form 8 is used to register an amendment of an incorporated association’s rules. Chapter 7 of the QUT Incorporated Associations Manual deals in detail with the process of altering an association’s rules.

COMMON MISTAKES AND MISUNDERSTANDINGS 1. The Office of Fair Trading can request for a full clean set of amended rules to be filed,

refer section 52 AIA.


Insert Page – FORM 8 : Application to Register an Amendment of Rules- Notice

111





FORM 8

QUEENSLAND ASSOCIATIONS

INCORPORATION ACT 1981 Section 48


APPLICATION TO REGISTER AN AMENDMENT OF RULES

FEE: $ NO GST IS PAYABLE ON THIS FEE

IA No.____________________ _________________________________________________________________________________

(name of incorporated association) 1. Application is hereby made pursuant to section 48 of the Associations Incorporation Act 1981 to

register an amendment of the rules of the abovenamed association. At a general meeting of the members of the said association duly convened and held at ______________________________________________ on ___________________________ (place) (date)

_____________________________________________________________________________

2. (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 stating the amendment complies with the Associations Incorporation Act 1981.

a special resolution was passed # effecting a change to rule(s) number(s) __________________

_____________________________________________________________________________

The following accompany this application:

Dated at ____________________ the ________________ day of ________________________

THIS FORM MUST BE LODGED WITHIN THREE (3) MONTHS AFTER THE PASSING OF THE SPECIAL RESOLUTION AT A GENERAL MEETING OF THE ASSOCIATION.

______________________________

(signature of Secretary)

______________________________ (daytime contact no.)

Notes for associations with the model rules: If the association has as its rules the model rules, any amendments other than amendments to the objects, membership and end of financial year date, or amendments updating the rules to include statutory changes to the model rules, would, subject to approval, result in the association no longer having the model rules but its own rules. Notes for completion: # For the purposes of this Act, a special resolution 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. 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 personally or by post, 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.

For minor amendments the reverse side of this form may be used.

Incorporated Association information is available at www.fairtrading.qld.gov.au

112


The following relates to the special resolution appearing on the front of this form:- _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________

113

_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________ _________________________________________________________________________________

_________________________________________________________________________________ _________________________________________________________________________________

_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________



ABN: 29 597 409 596

QUEENSLAND OATHS ACT 1867

STATUTORY DECLARATION FOR CHANGE OF RULES

Declared at _________________________________________________ in the State of Queensland. this ______________________ day of _________________________.

___________________________ (signature of Secretary)

Before me ___________________________________ (J.P., Commissioner for Declarations, etc)

I, ________________________________________________________________________________ (name)

do solemnly and sincerely declare that: 1. I am the secretary of ___________________________________________________________ (name of incorporated association) 2. The amendments to the rules passed by the members of the abovementioned associations by

special resolution on:__________________________________ comply with the Associations (date)

Incorporation Act 1981.

and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Oaths Act 1867.

114


FORM 9 NOTICE OF CHANGE OF REGISTERED OFFICE

COMMENTARY

Form 9 is used to give notice of the change of an association’s registered office.

It does not have to be a business premises and can be a private residence. It cannot be a post office box.





FORM 9 QUEENSLAND


Section 17

Brisbane Qld 4000

GPO Box 3111

IA No.____________________

from _____________________________________________________________________________

(new address)

Address: State Law Building Cnr Ann & George Sts

Postal:

Brisbane Qld 4001

NOTICE OF CHANGE OF REGISTERED OFFICE

__________________________________________________________________________________ (name of incorporated association)

Notice is hereby given that as from the _________________________day of ____________________

the address of the registered office changed

(previous address) to _______________________________________________________________________________

Note: A post office box address is not acceptable. Dated at ________________________ this ___________________ day of _____________________ THIS FORM MUST BE LODGED WITHIN ONE (1) MONTH AFTER

THE DATE OF CHANGE

____________________________________ (signature of Secretary)

____________________________________ (daytime contact no.)


In some incorporated associations, the terms “President” or “Treasurer” may not be used in the rules. Some rules use other terms such as Chair, Chairperson, moderator, leader, financial controller, clerk or budget controller. Section 2 AIA permits other terms to be used, but the person however described is still required to notify a change in office.

FORM 10 NOTICE OF CHANGE OF PRESIDENT OR TREASURER

COMMENTARY Form 10 is used for giving notice to the Office of Fair Trading that there has been a change in the President or Treasurer of an Association.





FORM 10 QUEENSLAND ASSOCIATIONS

INCORPORATION ACT 1981 Section 68(3)


NOTICE OF CHANGE OF PRESIDENT OR TREASURER

IA No.____________________

(name of incorporated association)

Notice is hereby given that ____ _________________________________________

(strike out whichever is inapplicable) (date)

3. POSTAL ADDRESS

The postal address for the association is ____________________________________________ (address) ______________________________________________________________________________

(postcode) Dated at ________________________ this _________________ day of _______________________.

THIS FORM MUST BE LODGED WITHIN ONE (1) MONTH

__________________________________________________________________________

1. ELECTION

___________ (given names first - surname in BLOCK letters)

Phone (business): (______________)

of ____________________________________________ Phone (home): (______________) (residential address - a P.O. box is not acceptable) (postcode) was, on _____________________________________ elected president / treasurer of the

(date) (strike out whichever is inapplicable) abovenamed incorporated association for the purposes of the Associations Incorporation Act 1981.

2. CESSATION

This Election Is In Place Of ______________________________________________________

(given names first - surname in BLOCK letters) of ____________________________________________________________________________

(residential address) (postcode) who ceased to be the president/treasurer of the said incorporated association on ____________

AFTER THE DATE OF CHANGE.

______________________________ (signature of Secretary)

______________________________

(daytime contact no.)


FORM 11 NOTICE OF APPOINTMENT/ELECTION OR CHANGE OF SECRETARY

COMMENTARY

This form is used to give the Office of Fair Trading notice of the appointment or election of a secretary.




Licensing

ABN: 29 597 409 596

FORM 11 QUEENSLAND


Section 68(1) and (3)

Address:

OR (Please tick as appropriate)

__________________________________________________________________________________ (given names first - surname in BLOCK letters)

Phone (business): (______________)

for the purpose of the Associations Incorporation Act 1981.

This *appointment/ *election is in place of ________________________________________________

POSTAL ADDRESS

Dated at _________________________ this ________________ day of _______________________.

State Law Building Cnr Ann & George Sts Brisbane Qld 4000 Postal: GPO Box 3111 Brisbane Qld 4001

NOTICE OF *APPOINTMENT/ *ELECTION OR CHANGE OF SECRETARY

IA No.____________________ _________________________________________________________________________________

(name of incorporated association) 1. NOTICE Notice is hereby given of:

*appointment/ *election of secretary after incorporation

change of secretary

2. *APPOINTMENT/ *ELECTION

of __________________________________________________Phone (home): (______________) (residential address - a P.O. box is not acceptable) (postcode) was, on ____________________________________ *appointed/*elected secretary of the abovenamed (date) (strike out whichever is inapplicable)

3. CESSATION (IF APPLICABLE)

(given names first – surname in BLOCK letters) who ceased to be the secretary of the abovenamed incorporated association on _________________

(date) 4. The postal address for the association is _________________________________________________

(address) (postcode)

* Strike out whichever is inapplicable

THIS FORM MUST BE LODGED WITHIN ONE (1) MONTH AFTER THE DATE OF CHANGE.

______________________________ (signature of Secretary)

______________________________


120


FORM 12 ANNUAL RETURN

COMMENTARY

This form is used to file the association’s annual return. It is incomplete as it appears below. This is because the Office of Fair Trading generates the form from its computer records of each association. The full form is generated by the Office of Fair Trading and mailed to the incorporated association. If for some reason you do not receive the form, another should be requested from the Office of Fair Trading. COMMON MISTAKES AND MISUNDERSTANDINGS 1. Failure to complete the number of members (item 7). 2. The Office of Fair Trading will not accept a bank reconciliation statement in place of a

statement of assets and liabilities.

6. If the auditor requires approval by the Office of Fair Trading, then this approval should be sought prior to this form being filed (item 6).

3. The full name of persons authorised to operate the bank accounts must be inserted in

item 8(c). 4. The actual name of the auditor, rather than the firm, should be inserted in item 6. 5. The addresses of the management committee officers should be their residential

addresses, not business or postal addresses.

7. Item 8(b) requires the actual name of the account, eg. “XYZ Club Inc. Trust Account”,

not the name of the Bank or type of account, eg. investment saver account.



Tourism, Racing and Fair Trading - incorporating Liquor Licensing

ABN: 29 597 409 596

Brisbane Qld 4000

DETAILS OF AUDITOR

Full Name:_____________________________________________________________________ Address:_________________________________________________Postcode _____________ Contact Phone Number: ____________________________ Qualifications: (please tick one of the following):

Member of the Institute of Chartered Accountants in Australia Member of the Australian Society of Certified Practising Accountants Other – Please advise details of auditing experience and title of accounting qualifications (if

any) including the name of the educational institution from which the qualifications were obtained.

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

7.

(b)

(c) Names of persons authorized to operate on the Bank/Building Society/Credit Union

account(s)_______________________________________________________________

9. DATE AND SIGNATURE Dated at ___________________________ this _________________________ day of ________20 __ Contact Name __________________________ Daytime Contact Phone Number _________________

_________________________ Signature of Secretary

SECRETARY TO NOTE: PLEASE FORWARD THIS RETURN ACCOMPANIED BY A STATEMENT CONTAINING INCOME AND EXPENDITURE, ASSETS AND LIABILITIES AS WELL AS DETAILS OF ALL MORTGAGES, CHARGES, SECURITIES AND A SIGNED AUDITOR'S REPORT TOGETHER WITH THE FEES AS STATED ON THE FRONT HEREOF TO THE OFFICE OF FAIR TRADING.

ALL CHEQUES SHOULD BE MADE PAYABLE TO OFFICE OF FAIR TRADING.

FORM 12 QUEENSLAND


Address: State Law Building Cnr Ann & George Sts

Postal: GPO Box 3111 Brisbane Qld 4001

6.

NUMBER OF MEMBERS

The number of members in the Association at the date of the Annual General Meeting was ____. 8. DETAILS OF FINANCIAL MATTERS

(a) Name of Bank/Building Society/Credit Union: ___________________________________

_________________________________Branch: ________________________________

Name as shown on the Bank/Building Society/Credit Union account(s) _______________ _______________________________________________________________________

122


FORM 13 NOTICE OF SPECIAL RESOLUTION FOR AMALGAMATION OF

ASSOCIATIONS

COMMENTARY Refer to Form 4. COMMON MISTAKES AND MISUNDERSTANDINGS 1. This form is required to be signed by the actual secretary of the association, not the

interim secretary of the new association.


THIS FORM MUST BE LODGED WITHIN THREE (3) MONTHS AFTER THE RESOLUTION IS PASSED.



Licensing

ABN: 29 597 409 596

FORM 13


Address: State Law Building

Brisbane Qld 4000

GPO Box 3111 Brisbane Qld 4001

IA No.____________________

1.

on ________________________________________ special resolutions# in relation to the

(B) To adopt a single set of proposed rules for the new association upon incorporation; and

(C) To elect interim officers for the new association upon incorporation.

2.

__________________________________________________________________ *Incorporated

QUEENSLAND

Section 80 and 81


Postal:

NOTICE OF SPECIAL RESOLUTION FOR AMALGAMATION OF ASSOCIATIONS

_________________________________________________________________________________ (name of incorporated association)

Notice is hereby given that at a general meeting of members of the abovenamed association duly convened and held at ______________________________________________________________________________

(place)

(date) following matters were passed: (A) To amalgamate with one or more incorporated associations to form a single incorporated association; and

The name(s) of the other association(s) with which it is proposed to amalgamate is/are ______________________________________________________________________________

[names(s) of other incorporated association(s)]

3. The proposed name of the new association upon incorporation is

*Inc

(proposed name)

Dated at _____________________ this _______________ day of ____________________________

_________________________ (signature of Secretary)

Notes for completion: # For the purposes of this Act, a special resolution 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. 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 personally or by post, 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.

Incorporated Association information is available at www.fairtrading.qld.gov.au


FORM 14 NOTICE OF CHANGE OF ADDRESS OF SECRETARY

COMMENTARY

125

This form is used to notify the change of address of the secretary. It is a very important form to file promptly in order to prevent correspondence for the Office of Fair Trading to the secretary going astray.




Licensing

ABN: 29 597 409 596


INCORPORATION ACT 1981 Section 68(4)

Address:

Cnr Ann & George Sts Brisbane Qld 4000 Postal: GPO Box 3111 Brisbane Qld 4001

1. SECRETARY'S ADDRESS

Notice is hereby given that I _______________________________________________________ (given names first - surname in BLOCK letters)

(residential address - a P.O. box is not acceptable) (postcode)

FORM 14 State Law Building

NOTICE OF CHANGE OF ADDRESS OF SECRETARY

IA No.____________________

_________________________________________________________________________________

(name of incorporated association)

the secretary of the abovenamed incorporated association changed my residential address to Phone (business): (______________)

______________________________________________ Phone (home): (______________)

on _____________________________________. (date)

2. POSTAL ADDRESS

The postal address for the association is _____________________________________________ (address) ______________________________________________________________________________

(postcode)

Dated at ______________________ this _________________ day of _________________________.

126

___________________________________

THIS FORM MUST BE LODGED WITHIN ONE (signature of Secretary)

(1) MONTH AFTER THE DATE OF CHANGE.

___________________________________ (daytime phone no.)


FORM 20 NOTICE OF CHANGE OF POSTAL ADDRESS

COMMENTARY

This form is used to notify the Office of Fair Trading of an alteration in the association’s address. Many associations find it convenient to rent a post office box, rather than have its postal address care of an office bearer (usually the secretary). It is easier to hand over a key, rather than file the form each year.

127




Licensing

ABN: 29 597 409 596

Address:


FORM 20 QUEENSLAND


State Law Building Cnr Ann & George Sts Brisbane Qld 4000 Postal: GPO Box 3111 Brisbane Qld 4001

NOTICE OF CHANGE OF POSTAL ADDRESS

IA No.____________________

__________________________________________________________________________________

(name of incorporated association) Notice is hereby given that as from the ______________________day of _______________________

the address of the registered office changed from _____________________________________________________________________________

(previous address) (postcode) to _______________________________________________________________________________

(new address) (postcode) Dated at ________________________ this ___________________ day of _____________________

____________________________________ (signature of Secretary)

____________________________________

128


FORM 21 APPLICATION FOR APPROVAL OF AUDITOR

COMMENTARY

Section 59(b) of the Associations Incorporation Act states that an auditor must be “(i) a person registered as an auditor under the Corporations Act or

129

(ii) a member of the 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 section 1280(2)(a)(ii) of the Corporations Act; or

(iv) a person who the chief executive considers has appropriate qualifications.




Licensing

ABN: 29 597 409 596

FORM 21 QUEENSLAND


Section 59(1)


APPLICATION FOR APPROVAL OF AUDITOR

PLEASE NOTE

PLEASE NOTE IF THE INTENDED AUDITOR IS: 1) A PERSON REGISTERED AS AN AUDITOR UNDER THE CORPORATIONS LAW; OR 2) A MEMBER OF CPA AUSTRALIA ORTHE INSTITUTE OF CHARTERED ACCOUNTANTS IN AUSTRALIA; OR 3) A MEMBER OF THE NATIONAL INSTITUTE OF ACCOUTANTS, OTHER THAN AN ASSOCIATE, WHO HAS SATISFACTORILY COMPLETED

AN AUDITING COMPONENT OF A COURSE STUDY IN ACCOUNTANCY OF AT LEAST 3 YEARS DURATION AT A TERTIARY LEVEL CONDUCTED BY A PRESCRIBED UNIVERSITY OR OTHER PRESCRIBED INSTIUTION UNDER SECTION 1280(2)(a)(ii) OF THE CORPORATIONS LAW.

DO NOT COMPLETE THIS FORM AS MEMBERS OF THE ABOVE ORGANISATIONS ARE APPROVED TO CARRY OUT THE AUDIT.

IA No.____________________

__________________________________________________________________________________

(name of incorporated association) Please complete either item 1 OR item 2. Item 3 must be completed. 1. APPLICATION BY ASSOCIATION

I,____________________________ of _____________________________________________ (name of person) (residential address)

being the *President / *Secretary / *Treasurer of the abovementioned association, hereby make application for

____________________________ of _______________________________________________

(name of person) (residential address)

to be approved by the Chief Executive as the abovementioned association's auditor.

Dated at ______________________ the ________________ day of _______________________.

_______________________________________ ______________________________ signature of *President / *Secretary / *Treasurer (daytime contact no.)

2. APPLICATION BY INTENDED AUDITOR

I,___________________________ of _______________________________________________ (name of person) (residential address)

hereby make application to be approved by the Chief Executive as the auditor for the abovementioned association Date at ________________________ the ______________ day of ________________________.

______________________________________________ ______________________________ (signature of Intended Auditor) (daytime contact no.)

* Strike out whichever is inapplicable. SEE REVERSE

130


3. AUDIT EXPERIENCE & QUALIFICATIONS List details of auditing experience and the title of the accounting qualifications (if any) including the name of the educational institution from which the qualifications were obtained. Audit experience & qualifications of: __________________________________________________

(name of person) __________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

4. IS ANY PROFESSIONAL INDEMNITY INSURANCE HELD? ______________________ If so provide details: ________________________________________________________________ __________________________________________________________________________________

131

(a) Approximate gross income - $__________________

(b) Total value of assets - $__________________

__________________________________________________________________________________

__________________________________________________________________________________ 5. IF THIS APPLICATION IS FOR AN ASSOCIATION WHICH HAS BEEN

INCORPORATED WITHIN THE LAST 12 MONTHS PLEASE ADVISE:-


FORM 22 NOTIFICATION OF INSURANCE COVER

COMMENTARY

Detailed information is available in the QUT Incorporated Associations Manual Chapter 10.

This form is used to notify the Office of Fair Trading of compliance with section 70 AIA.




Licensing

ABN: 29 597 409 596

QUEENSLAND

Section 70(2)

FORM 22



NOTIFICATION OF INSURANCE COVER

IA No._________________________ _________________________________________________________________________________

(name of incorporated association) The postal address for the association is ________________________________________________

(address) (postcode) Insurance Company Name: ___________________________________________________________ Policy number: _____________________________________________ Amount of cover: $____________________________________________ Expiry date of policy: _____________________________________________ Dated at _________________________ this __________________ day of _____________________.

_____________________________________________ (Signature of Secretary)

_____________________________________________ (daytime contact no.)

Note: The minimum amount of insurance cover which an incorporated association must

obtain is $1,100,000.00.


134

FORM 23 APPLICATION FOR CONSENT FOR AN ASSOCIATION TO

REGISTER AS A COOPERATIVE

COMMENTARY This form is used to apply for consent to have an association registered as a cooperative.




Licensing

QUEENSLAND State Law Building

Brisbane Qld 4000

Brisbane Qld 4001

IA No.____________________

I,___________________________________________________________ being the secretary of

RESOLUTION

Details of Resolution:

______________________________________________________________________________

______________________________________________________________________________

Dated at _______________________ the ______________ day of _________________ 20____.

ABN: 29 597 409 596

FORM 23


Section 105L

Address:


Postal: GPO Box 3111

APPLICATION FOR CONSENT FOR AN ASSOCIATION TO

REGISTER AS A COOPERATIVE

1.

______________________________________________________________________________ (name of incorporated association) hereby make application to the chief executive for the chief executive's consent to the association's proposed registration as a cooperative.

2.

The association passed the following special resolution of its members at a general meeting of members held at__________________________________________ on ___________________ (place) (date)

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________

_____________________________________

Secretary

135


FORM 24 APPLICATION FOR TRANSFER OF INCORPORATION OF A COOPERATIVE

136

COMMENTARY

This form is an application to transfer from a cooperative to an incorporated association.





FORM 24


INCORPORATION ACT 1981 Section 105C

GPO Box 3111

4.

5.

PRESIDENT:___________________________________________________________________

Address: State Law Building Cnr Ann & George Sts Brisbane Qld 4000 Postal:

Brisbane Qld 4001

APPLICATION FOR TRANSFER OF INCORPORATION OF A COOPERATIVE

FEE: $__________________ 1. ______________________________________________________________________________

(full name of cooperative) a cooperative incorporated under the Cooperatives Act 1997, hereby applies to transfer its incorporation to become an incorporated association under the Associations Incorporation Act 1981.

2. At a general meeting of the members of the cooperative duly convened and held at ___________________________________________________ on the ____________________, (place) (date) a special resolution was passed resolving to transfer the cooperative's incorporation to the Associations Incorporation Act 1981.

3. The name of the cooperative upon transferring its incorporation to the Associations Incorporation Act 1981 will be _____________________________________________________________ Inc./Incorporated.

POSTAL ADDRESS: ______________________________________________________________________________

_________________________________________________________ Postcode ____________

REGISTERED OFFICE (a post office box is not acceptable): ___________________________ _________________________________________________________ Postcode ____________

6. BOOKS OF ACCOUNT ADDRESS (a post office box is not acceptable): _________________ _________________________________________________________ Postcode ____________

7. (given names first – surname in BLOCK letters)

____________________________________________________________(___)_____________ (residential address - a P.O. box is not acceptable) (postcode) (contact phone no.)

8. TREASURER:__________________________________________________________________ (given names first - surname in BLOCK letters)

_____________________________________________________________(___)____________

137


Note: The secretary of an incorporated association must, within 30 days after incorporation, notify the Registrar of Titles and any other relevant persons responsible for keeping registers about dealings with property of the vesting of property in the association.

The following accompany this application:

(b)

ELIGIBILITY STATEMENT

(residential address - a P.O. box is not acceptable) (postcode) (contact phone no.) 9. SECRETARY:__________________________________________________________________

(given names first - surname in BLOCK letters) _________________________________________________________ (___)_____________ (residential address - a P.O. box is not acceptable) (postcode) (contact phone no.)

10. (a) The number of members currently in the cooperative is ____________________________

Note: An association is not eligible for incorporation if it has less than 7 members.

(b) Does the cooperative own or lease land or hold an interest in land? Yes No

If yes, please provide details _________________________________________________

11.

(a) a copy of the special resolution approving the proposal to transfer the cooperative's incorporation to the Associations Incorporation Act 1981 certified by the Registrar of Cooperatives;

a copy of the cooperative's certificate of registration under the Cooperatives Act 1997 certified as a true copy by the cooperative's secretary;

(c) a copy of the cooperative's proposed rules and a statement of certification by the society's secretary that the rules comply with the Associations Incorporation Act 1981.

The cooperative states that none of the following circumstances apply in respect to the cooperative:-

there is a charge required to be registered under the Cooperatives Act 1997 over any of the cooperative's property; a direction by the Registrar of Cooperatives for the cooperative to transfer its engagements to another cooperative is in force;

(Secretary)

12.

(a)

(b)

(c) an administrator is appointed to conduct the cooperative's affairs; (d) a direction by the Registrar of Cooperatives for the society to suspend operations is in

force; (e) the cooperative is being wound-up; (f) an application to wind-up the cooperative has been lodged but has not been dealt with;

(g) the cooperative is being dissolved; (h) a receiver, or a receiver and manager, has been appointed and is acting in relation to the

cooperative; (i) the cooperative has entered into a compromise or arrangement with its creditors but the

administration of the compromise or arrangement has not been finalised; (j) an application has been made to a court for approval of a compromise or arrangement by

the cooperative with creditors but the application has not been dealt with. Dated at ____________________________ this _________________ day of ___________________. The Common Seal of the cooperative was affixed hereto in the presence of

______________________________________ (Director)

______________________________________ (Director)

______________________________________



ABN: 29 597 409 596

QUEENSLAND ASSOCIATIONS INCORPORATION ACT 1981

STATEMENT OF CERTIFICATION

UPON TRANSFER OF COOPERATIVE

I, ________________________________________________________________________________ (name)

as the secretary of __________________________________________________________________ (name of cooperative) do certify that the attached rules comply with the Associations Incorporation Act 1981.

Dated this ______________________________ date of _____________________.

_________________________ (Secretary)


140

FORM 27 QUEENSLAND ASSOCIATIONS INCORPORATIONS REGULATIONS 1999

COMMENTARY Section 10 of the Regulations requires that the incorporated association must keep an account in Queensland with a financial institution.


Insert Page – Form 27: Queensland Associations Incorporations Regulation 1999 – 1 page

141


REGISTER OF MEMBERS ......................................................................................................... 143

IMPORTANT DOCUMENTS REGISTER ........................................................................................ 147

PART FOUR

Blank Forms We have reproduced some blank forms for the use of association secretaries who would just like to photocopy the forms as necessary. Our copyright is only waived for personal use and copies are not to be sold. INDEX OF BLANK FORMS

REGISTER OF ASSETS ............................................................................................................ 144

COMMON SEAL REGISTER ....................................................................................................... 145

REGISTER OF INSURANCE POLICIES......................................................................................... 146

REGISTER OF FILED GOVERNMENT FORMS............................................................................... 148

REGISTER OF BANK ACCOUNTS ............................................................................................... 149

INVESTMENT REGISTER ......................................................................................................... 150

REGISTER OF ACCOUNT SIGNATORIES..................................................................................... 151

KEY REGISTER ....................................................................................................................... 152

Register of Members

2002 2003 Member No.

Name Date of admission

Address Type of membership

Termination of membership &

date Receipt No. Amount Date Receipt No. Amount Date


Register of Assets

Disposed of … Date purchased or acquired

Cost of valuation

Description of assets Asset ID number

Location Date/Manner Consideration received


Common Seal Register Date Authorising Signature

Document Minute Reference


Register of Insurance Policies

Policy Number

Company/Broker Type of Policy Premium $ Date Paid Period of insurance From: To:

Type of Cover


Important Documents Register

Document Title Description Location Comments


Register of Filed Government Forms Date Form No. Form description Page No.

Government department

Renewal date Comments


Register of Bank Accounts

Financial institution Branch Address Account names and number Comments


Investment Register

Financial Institution: ___________________________________________________ Branch: _________________________________________

Principal Date

Invested

Rate

Redeemed

Maturity Date Interest earned

Rec/Chq No. Instructions/Comments


Register of Account Signatories

Date ceased Name of authorised signatory Comments Date commenced

Institution and account number

Specimen signature



Key no. Person Signature

Key Register

Date Description Date of return Comments


INDEX (REFERENCES ARE TO PARAGRAPH NUMBERS)

153

6.06

Annual General Meeting

− audited return

− notice

− notice checklist

− timing

4.01ff

4.08.3

21.01, 21.06

− common law

− rules

− statutory obligations

E

3.04

3.05

B

Ballott

Bank accounts

8.03 2.01

Branch secretary 3.10 21.14

Liabilities

− secretary’s 3.06

Confidential 6.06

− address 1.03, 22.01

Conviction 2.05.3

A D

Action lists 6.01, 6.08 Defamation

Address 3.02 Duties 3.01ff

Adult 2.05.5, 21.08 − AIA 3.02

21.05 3.03

Appointment of secretary

− eligibility for office

2.04

2.05ff

Election of secretary

Employee

2.04

21.07, 1.01, 2.04

Art Unions 20.01ff F

Assets register 10.01 Forms

Associations Incorporation Act

− availability

1.03 − address for filing

− blank

22.01

Part Four ff

Authority 3.08 − filing fees 22.03

Audited return G Governance

5.05 − secretary’s role

15.01 H, I

Bankruptcy 2.05.1 Insurance 3.02, 12.01, 21.04, 21.10

Books Interim secretary

Internal disputes

By-laws 4.03.3 Investment registers 16.01 C J, K

Cheque account signatories 17.01 Key register 19.01

Children 21.08 L

Collections Act 16.02, 18.01 Land title 3.02

Common seal

− need to have

− register

21.02

11.01

Consumer Affairs



154

M

− employee

Meetings

− ballot

− correspondence

− defamation

− format

− invalid

− management committee

− notice

5.02 6.06 6.06 5.02ff 21.14 4.06.2 5.03 5.02, 6.01ff

− action lists

− AIA

− book

− confidential

− contents

− defamation

− drafting

− motions

− precedents

− resolutions

− time to keep

− verified

6.04 6.06

6.07

Registers − assets

− cheque and signatories

− collections act

− government filings

− insurance

− key register 19.01 9.01 21.13

N Management Committee

− secretary a member

21.07 2.06

Notice

− adjourned meetings

− checklist

4.06.1 4.08ff

Manager 3.08, 21.15 − content 4.03

Members

− infants

− register

21.08 9.01

− invalid

− time of service

− method of service

4.06.2 4.04 4.05

Mental patient 2.05.2 − persons served 4.06

− adjourned

− confidential

− difficult

− internal disputes

− minutes

− notice checklist

− proxy

− verified

− voting

4.06.1 5.05 6.06

4.01ff 4.08ff 5.07ff 6.07 5.04

− precedents

− proxy

− general meeting

− first

− annual general meeting

− special resolution O, P Penalties Post Power of Attorney Powers of a secretary Proxy Public documents Publishing Q Questions

4.07 4.03.2, 4.07 4.08.2 4.08.5 4.08.3 4.08.4 21.11 4.04.5 5.09 3.08 4.03.2,4.07,5.07 7.01 8.01

21.01ff

Minutes 6.01, 6.08 6.02 6.03 6.06

6.04.1 6.05ff 6.09ff 6.05ff 21.13

R

− bank account

− common seal

− important documents

− investments

− members

− time to keep

10.01 0

15.01 17.01 18.01 11.01 14.01 13.01 12.01 16.01


R

Resident in Queensland 2.05.4 W, X, Y, Z

Risk management 3.06 Workplace Health and Safety 3.05 Rules 4.02 S Sacking a secretary Special resolutions

− effect


T, U, V

Records 21.13 Vacancy 2.03

Registered office 21.03 Voting 5.04, 5.06ff

2.07

− checklist

− notice

4.08.4

21.09

4.05.1


FEEDBACK FORM

156

_________________________________________________________________________________

Type of Association:____________________________________________________________

THANK YOU

Centre of Philanthropy and Nonprofit Studies

Queensland University of Technology

Phone: 07 3864 1020

http://cpns.bus.qut.edu.au

Name:__________________________________________________________________________

Address:________________________________________________________________________

Comments:_____________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

Please return to:

Faculty of Business

GPO Box 2434 BRISBANE QLD 4001

Fax: 07 3864 9131 Email: [email protected]