Associations Incorporation (Amendment) Act 2000

i Associations Incorporation (Amendment) Act 2000 Act No. 57/2000 TABLE OF PROVISIONS Section Page 1. Purpose 1 2. Commencement 1 3. New Division 1 of Part VIII substituted 2 Division 1—Voluntary winding up 2 32. Definitions 2 33. Voluntary winding up 2 33A. Distribution of assets on voluntary winding up in accordance with special resolution 2 33B. Distribution of assets on voluntary winding up without special resolution relating to assets 5 33C. Certain assets not to be distributed on voluntary winding up 6 33D. Application to Supreme Court by persons aggrieved under a voluntary winding up 6 33E. Distribution of assets of incorporated association subject to trusts 6 ═══════════════ ENDNOTES 8 -- 1 of 9 -- 1 Associations Incorporation (Amendment) Act 2000 † [Assented to 8 November 2000] The Parliament of Victoria enacts as follows: 1. Purpose The purpose of this Act is to amend the Associations Incorporation Act 1981 in relation to the distribution of assets on voluntary winding up of an incorporated association. 2. Commencement This Act comes into operation on the day after the day on which it receives the Royal Assent. Victoria No. 57 of 2000  -- 2 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 2 3. New Division 1 of Part VIII substituted In Part VIII of the Associations Incorporation Act 1981, for Division 1 substitute— 'Division 1—Voluntary winding up 32. Definitions In this Division— "assets" in relation to an incorporated association, means the assets remaining after satisfaction of the debts and liabilities of the incorporated association and the costs, charges and expenses of the winding up; "winding up date" in relation to an incorporated association, means the date on which that incorporated association resolves by special resolution to be wound up voluntarily. 33. Voluntary winding up An incorporated association may be wound up voluntarily if the association so resolves by special resolution. 33A. Distribution of assets on voluntary winding up in accordance with special resolution (1) An incorporated association may, on or after the date on which it resolves by special resolution to be wound up voluntarily, pass a special resolution relating to the distribution of assets of the incorporated association on that winding up. (2) Subject to sub-section (3), if an incorporated association passes a special resolution under sub-section (1), the assets of the incorporated See: Act No. 9713. Reprint No. 5 as at 1 September 1999 and amending Act No. 35/2000. LawToday: www.dms. dpc.vic. gov.au s. 3 -- 3 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 3 association must be dealt with or disposed of in accordance with that special resolution. (3) A special resolution referred to in sub- section (1) that provides for the distribution of the assets of the incorporated association to any of the members of the association, or has the effect of distributing the assets of the incorporated association to any of the members of the incorporated association, is of no effect if— (a) on the winding up date, or at any time in the period of 5 years immediately before that date, the rules of the incorporated association prohibited the distribution of the assets of the incorporated association to any of the members of the incorporated association on a voluntary winding up; or (b) on the winding up date the rules of the incorporated association contained provisions referred to in section 51(4)(a)(ii). (4) Sub-section (3)(a) does not apply to a special resolution if— (a) at any time in the period of 5 years immediately before the winding up date, the rules of the incorporated association were altered to provide for the distribution of the assets of the incorporated association to any of the members of the association; and s. 3 -- 4 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 4 (b) the incorporated association had the consent of the Minister under section 51(6) to alter the rules of the association in that manner. (5) Sub-section (3)(a) does not apply to a special resolution if— (a) that special resolution deals with or disposes of the assets of the association by distributing the assets to a specified member of the association that is a body corporate; and (b) the rules or constitution of that body corporate prohibit the disposition or distribution of the assets or property of the body corporate to the members of the body corporate on a voluntary winding up. (6) The public officer of an incorporated association must, within 28 days after the passing of a special resolution under sub- section (1), lodge with the Registrar— (a) notice in a form approved by the Registrar of the special resolution; and (b) a statutory declaration signed by at least 2 members of the committee to the effect that— (i) the special resolution was passed in accordance with this Act; and (ii) all statements and documents required to be lodged with the Registrar under this Act have been lodged by the incorporated association or are lodged with the notice. s. 3 -- 5 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 5 33B. Distribution of assets on voluntary winding up without special resolution relating to assets (1) Subject to sub-section (2), if a special resolution under section 33A is not passed by the incorporated association, the assets must— (a) if the rules of the incorporated association do not otherwise provide, be divided amongst the members of the association in equal shares; and (b) if the rules otherwise provide, be dealt with in accordance with the rules. (2) If on the winding up date, or at any time in the period of 5 years immediately before that date— (a) the rules of the incorporated association prohibited the distribution of the assets of the incorporated association to any of the members of the incorporated association on a voluntary winding up; and (b) the rules of the incorporated association were altered to provide for such a distribution— the assets of the incorporated association must be dealt with or disposed of in accordance with the rules of the association as if the rules had not been so altered. (3) Despite sub-section (2), the assets of an incorporated association may be dealt with or disposed of in accordance with the rules of the association if— (a) the rules of the association provide that the assets be dealt with or disposed of s. 3 -- 6 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 6 in a manner that distributes the assets to a specified member of the incorporated association that is a body corporate; and (b) the rules or constitution of that body corporate prohibit the disposition or distribution of the assets or property of the body corporate to the members of the body corporate on a voluntary winding up. 33C. Certain assets not to be distributed on voluntary winding up (1) Despite sections 33A and 33B, an asset or part of an asset of the incorporated association that consists of property supplied by a government department or public authority, including the unexpended portion of a grant must be returned to the department or authority that supplied it or to a body nominated by the department or authority. (2) Sub-section (2) does not apply if a contract or agreement between the incorporated association and the government department or public authority makes express provision to the contrary. 33D. Application to Supreme Court by persons aggrieved under a voluntary winding up Any person aggrieved by the operation of this Division in relation to the assets of an incorporated association may apply to the Supreme Court which may make any orders relating to the disposal of the assets that it thinks fit. 33E. Distribution of assets of incorporated association subject to trusts s. 3 -- 7 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 7 This Division applies subject to any trust affecting the assets or any of the assets of the incorporated association.'. ═══════════════ s. 3 -- 8 of 9 -- Act No. 57/2000 Associations Incorporation (Amendment) Act 2000 8 ENDNOTES † Minister's second reading speech— Legislative Council: 4 October 2000 Legislative Assembly: 26 October 2000 The long title for the Bill for this Act was "to amend the Associations Incorporation Act 1981 in relation to the distribution of assets on voluntary winding up of an incorporated association and for other purposes." Endnotes -- 9 of 9 --