Part 1Preliminary

Part 1—Preliminary 1—Short title This Act may be cited as the Associations Incorporation Act 1985. 3—Interpretation (1) In this Act, unless the contrary intention appears— accounting records includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry, and books and records which record such entries, and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; accounts of an incorporated association means— (a) a combination of— (i) an account of receipts and payments recording the total receipts and payments based on the cash method of accounting; and (ii) a statement of assets and liabilities; or (b) a combination of— (i) an account of income and expenditure recording the total income and expenditure based on the accrual method of accounting; and (ii) a balance sheet, together with such statements, reports and notes, other than auditors' reports, as are attached to and intended to be read with the account, statement or balance sheet, as the case may be; association includes society, club, institution or body; authorised person means a person appointed by the Commission by instrument in writing to be an authorised person for the purposes of this Act; beneficiary includes an object under a discretionary trust; body corporate includes a body corporate within the meaning of section 9 of the Corporations Act 2001 of the Commonwealth; books includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document; the Commission means the Corporate Affairs Commission; domestic partner means a person who is a domestic partner within the meaning of the Family Relationships Act 1975, whether declared as such under that Act or not; financial year, in relation to an incorporated association, means— (a) in the case of an association whose rules fix a period ending on a specified day as the association's financial year— (i) if such a period is fixed or varied at incorporation or during the first financial year of the association—the period not exceeding 18 months commencing on the date of incorporation and ending on the day specified; (ii) if such a period is fixed or varied during any subsequent financial year—the period not exceeding 12 months commencing at the end of the last preceding financial year and ending on the day specified; (iii) each succeeding period of 12 months ending on the day specified; (b) in the case of an association whose rules do not fix a period as the association's financial year— (i) the period commencing on the date of incorporation and ending on the next succeeding 30 June; (ii) each succeeding period of 12 months ending on 30 June; gross receipts of an incorporated association means the total amount of the receipts of the association including any grant or subsidy paid to or on behalf of the association by the Government of the State or the Commonwealth, local government or an agency of the Crown in right of the State or the Commonwealth, but not including any money received by the association— (a) by way of a membership fee, subscription, levy or other fee, if any, paid by a member; or (b) as a devise or bequest; or (c) from the sale of any of the association's assets that had not been originally purchased by the association for the purpose of resale; incorporated association means an association incorporated under this Act; insolvent under administration means a person who— (a) under the Bankruptcy Act 1966 of the Commonwealth is a bankrupt in respect of a bankruptcy from which he or she has not been discharged; or (b) under the law of a country other than Australia has the status of an undischarged bankrupt, and includes— (c) a person who has executed a deed of arrangement under Part 10 of the Bankruptcy Act 1966 of the Commonwealth or the corresponding provisions of the law of a country other than Australia where the terms of the deed have not been fully complied with; and (d) a person whose creditors have accepted a composition under Part 10 of the Bankruptcy Act 1966 of the Commonwealth or the corresponding provisions of the law of a country other than Australia where a final payment has not been made under that composition; member of an incorporated association means— (a) a person who is under the rules of the association a member of the association; or (b) a body that is under the rules of the association a member of the association; officer of an incorporated association means— (a) any person who— (i) occupies or acts in a position of— (A) a member of the committee of the association; or (B) the secretary, treasurer or public officer of the association; or (ii) is concerned, or takes part, in the management of the affairs of the association, by whatever name called and whether or not validly appointed to occupy or duly authorised to act in the position; or (b) the holder of any other office established by the rules of the association (except a patron or the holder of some other honorary office that confers no right to participate in the management of the affairs of the association); or (c) any person in accordance with whose directions or instructions the committee of the association is accustomed to act; prescribed association means an incorporated association— (a) that had gross receipts in that association's previous financial year in excess of— (i) $200 000; or (ii) such greater amount as is prescribed by regulation; or (b) that is prescribed or of a class prescribed by regulation; the repealed Act means the Associations Incorporation Act 1956 repealed by this Act; special resolution of an incorporated association means— (a) where the rules of the association provide for the membership of the association—a resolution passed at a duly convened meeting of the members of the association if— (i) at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the association; and (ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the association as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting; (b) where the rules of the association do not provide for the membership of the association—a resolution passed at a duly convened meeting of the members of the committee of the association if— (i) at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the committee; and (ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the committee as, being entitled to do so, vote in person or, where alternates are allowed, by alternates, at that meeting; spouse—a person is the spouse of another if they are legally married; total receipts and payments means the amount arrived at by aggregating receipts and payments in connection with all activities of the association in that association's financial year; transparency, in relation to a document, means— (a) a developed negative or positive photograph of that document (in this definition referred to as an original photograph) made, on a transparent base, by means of light reflected from, or transmitted through, the document; or (b) a copy of an original photograph made by the use of photosensitive material (being photosensitive material on a transparent base) placed in surface contact with the original photograph; or (c) any one of a series of copies of an original photograph, the first of the series being made by the use of photosensitive material (being photosensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series; Tribunal means the South Australian Civil and Administrative Tribunal established under the South Australian Civil and Administrative Tribunal Act 2013. (2) Except as otherwise provided, a reference in this Act to the rules of an association is a reference to the rules relating to the constitution, powers, management and administration of the association, and the rights and liabilities of its members, but does not extend to rules, by-laws or ordinances relating to or affecting personal dress or behaviour, practices, procedures or other matters that are of a religious, ceremonial or doctrinal nature, or any other prescribed matter. (3) Where under the rules of an incorporated association provision is made for confirmation or approval of a resolution of the association by some other person or body, such a resolution is not to be regarded as having been duly passed until it has been confirmed or approved as required by the rules. (4) A provision in the rules of an association requiring confirmation or approval of a resolution or decision of the association by some other person or body is not to be regarded as oppressive or unreasonable. (6) For the purposes of this Act, a person is an associate of another person if— (a) they are partners; or (b) one is a spouse, domestic partner, parent or child of the other; or (c) they are both trustees or beneficiaries of the same trust, or one is a trustee and the other is a beneficiary of the same trust; or (d) one is a corporation and the other is a director of the corporation; or (e) one is a corporation and the other is a person who has a legal or equitable interest in five per cent or more of the share capital of the corporation; or (f) they are related bodies corporate within the meaning of the Corporations Act 2001 of the Commonwealth; or (g) a chain of relationships can be traced between them under any one or more of the above paragraphs. 3A—Exclusion of operation of Corporations Act (1) An incorporated association is declared to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 of the Commonwealth in relation to the whole of the Corporations legislation to which Part 1.1A of that Act applies. (2) Subsection (1) does not exclude the application of provisions of the Corporations Act 2001 of the Commonwealth to incorporated associations to the extent that they relate to any matter that the regulations provide is not to be excluded from the operation of that Act. 4—Act binds Crown This Act binds the Crown.