Incorporated. Associations. Good Business Guide. From the Office of Fair Trading

Transcription

1 Incorporated Associations Good Business Guide From the Office of Fair Trading

2 Introduction Incorporated associations are a vital part of Queensland s non-profit sector, with nearly 20,000 incorporated associations registered with the Office of Fair Trading. Many important facets of our community are represented through incorporated associations including industry groups, sporting clubs, social or hobby-based activities and cause-related community groups. If you are involved in operating an incorporated association in Queensland, this guide will help you understand your rights and responsibilities. It will also assist in making sure your associaton s operations comply with both the Associations Incorporation Act 1981 and Associations Incorporation Regulation i

3 Acknowledgements The Office of Fair Trading would like to acknowledge the contribution of the following organisations towards the development of this guide: Caxton Legal Centre Clubs Queensland Qld Community Arts Network Qld Council of Social Services Qld University of Technology, and Sports Federation of Qld. Feedback Your feedback can help the Office of Fair Trading to improve future editions of this guide. Please make a comment through the Fair Trading website at or write to us at: The Editor Incorporated Associations Good Business Guide Marketplace Strategy Division Office of Fair Trading GPO Box 3111 Brisbane QLD 4001 Contents What is incorporation?... 1 Incorporating your association... 2 Choosing a name... 2 Adopting rules for the association... 3 Registering your rules... 4 Cancellation of incorporation... 5 Services provided by OFT... 6 First things first... 7 Hold a general meeting... 8 Obtaining your common seal... 8 Opening a financial account... 9 Obtaining public liability insurance...9 Recording financial transactions Register of members Minute book...12 Transferring property Your management committee Management committee members Accountability of the management committee Electing your management committee Responsibilities of management committee members Office bearers...20 President...20 Secretary Treasurer...23 Your day-to-day operations Membership...24 Record keeping...25 Minutes...25 Meetings...27 Management committee meetings...27 General meetings...28 Annual General Meeting (AGM)...34 ii iii

4 Voting...38 Change of name...40 Change of rules Amalgamation Winding-up...42 Managing your association s finances...43 Cash book and receipt book...44 Bank statements and petty cash book Journals and ledgers...45 Asset register Annual return and audit...46 Why audit?...46 What is in an annual return?.48 Handling disputes...49 Managing complaints...49 What is mediation? Reporting obligations...53 Reporting to members...53 Reporting to OFT...54 Notification of public liability insurance cover...54 Application for approval of auditor...54 Annual return of association Change of details Change of rules Change of association name Voluntary winding-up Draft Model Rules Useful contacts Glossary of terms Index What is incorporation? Incorporation is a system of registration that gives an association certain legal advantages in return for accepting certain legal responsibilities. The Office of Fair Trading (OFT) registers all incorporated associations in Queensland, under the Associations Incorporation Act 1981 (the Act) and Associations Incorporation Regulation 1999 (the Regulation). Generally, incorporation is available to any nonprofit association with more than seven members that is formed or carried on for any lawful purpose. Associations designed for the purpose of financial gain for members are not eligible for incorporation (Section 5). An incorporated association receives recognition as a legal entity separate from its members. Once incorporated, an association has all the powers of an individual and is legally able to do things in its own name, such as own land, sign a lease, apply for grants or appear in court. It may also give some protection to the management committee from personal liability for actions of the association carried out in good faith and due diligence. However, with these benefits come obligations and responsibilities. Your incorporated association must comply with the provisions of the Act and Regulation. This means your association must meet a number of reporting obligations (see page 53). iv 1

5 Incorporating your association To incorporate an association in Queensland, you must first form a group of at least seven members (Section 5). Your association must appoint a President, Secretary and Treasurer (with positions of President and Treasurer held by two different people) (Section 61). To make the decision to incorporate, the association must vote by special resolution (see page 39) and lodge the association s application (Form 1 - Application for Incorporation of an Association). Choosing a name Part of becoming incorporated is choosing a suitable name. All associations must have the word Incorporated or the abbreviation Inc. as part of and at the end of their name. Under the Act and Regulation, certain names have restrictions and are considered unsuitable. For example, an unsuitable name for an incorporated association is: a name that may be mistaken for the name of another association incorporated under and Act a registered business name, or a name that is identical to a name reserved or registered under the Corporations Law. Adopting rules for the association An association must establish its rules prior to incorporation. The rules of an association govern its day to day operations, including membership rights and fees, management committee operations and meeting procedures. The Regulation (Schedule 3) details what your rules must cover. Associations have the choice to adopt the Model Rules or their own rules. The Regulation (Schedule 4) provides a standard template for an association s rules called Model Rules which can be used to govern an association in accordance with the necessary legal requirements. A full copy of the Model Rules is provided in the back of this guide (see page 58). The only permissible changes to the Model Rules are: the name of the incorporated association the name of the unincorporated association the objects of the association the financial year of the association, and classes of membership. Any other changes mean the rules are no longer the Model Rules but become the association s own rules. Your association may adopt the Model Rules exclusively, adopt them in part or make them more specific to your needs. If your association wishes to make changes to the Model Rules (other than those allowed), the rules with the changes, no matter how minor, are considered your own rules. 2 3

6 Registering your rules Once your proposed rules are registered with OFT (be they the Model Rules or your own rules), they become your association s rules often called your constitution. Once your rules have been registered, they stay exactly the same unless you register amendments with OFT. For example, even if there were changes to the Model Rules, these changes would not be made automatically to your rules as it would be up to the association to decide whether they wanted to make these amendments. You can register amendments to your rules at any time by following the process on page 56. The rules will be discussed throughout this Guide in all instances, you should refer to the rules your association has registered with OFT. As you re probably beginning to appreciate, it s important to carefully consider the decision to incorporate, because it may not be the most appropriate option for your association. There are numerous reporting and management obligations under the Act, which your members should be aware of before voting to incorporate. These obligations are discussed throughout the Guide. For more information about how to incorporate or a copy of Form 1, contact OFT on or visit Cancellation of incorporation Associations should be aware that OFT has power under the Act to cancel your incorporation (Section 93) if there is reasonable cause to believe that: your association is operating beyond the scope of its objectives your association has ceased to exist your association breaches its obligations under the Act your association has less than seven members, or circumstances exist which, in the public interest, justify the cancellation of the incorporation of an association (at OFT s discretion). Cancelling of an association s incorporation An association receiving public money through a grants program was found to be misusing assets. The funding body found that the association was using assets bought with the grant money for personal use instead of their intended purpose. This was outside the funding guidelines because the grant money was public funds. This was grounds for cancellation of incorporation by OFT in the public interest. If OFT decides there is reasonable cause to cancel incorporation of an association, your association will be served with a show cause notice explaining the grounds for the proposed cancellation. You will be given one month to provide reasons why incorporation should not be cancelled, and these reasons will be reviewed and a decision made. 4 5

7 Services provided by OFT The Office of Fair Trading registers incorporated associations and maintains a public register of these associations containing current, relevant information. For a fee, any member of the public can obtain certain documents relating to your association, including your rules, annual returns and financial statements. By law, your association must report a range of information to OFT. This is discussed in detail later in the guide (see page 53) but includes: advising of public liability insurance cover applying for approval of your auditor submitting your annual return and financial statements changing your details, including your association s name changing your rules, and notifying of voluntary winding-up. You can contact the Office of Fair Trading by calling , visiting or in person at one of our offices (for contact details, see page 83). All forms relating to incorporated associations (except the annual return which is sent automatically) can be downloaded from the website (forms page). Full copies of the Act and Regulation can be obtained from: (legislation page) or Goprint (hard copy purchases) by calling or outside Brisbane. OFT provides information about the requirements of the Act and Regulations but cannot provide legal advice relating to a particular organisation or situation. One of the most common enquiries made to OFT seeks assistance in resolving internal disputes that arise between members. It is important for your association to understand that OFT cannot play a role in resolving disputes within an incorporated association, nor can it provide you with legal or financial advice in relation to the Act and Regulation. This is because associations are bound by their own rules. While OFT can assist you to ensure your incorporated association operates effectively and in compliance with the Act, there are other options to help you resolve disputes. See page 49 for more on dispute resolution. First things first As a newly incorporated association, there are a number of things you need to address straight away. You will need to: hold a general meeting to advise members of incorporation and rules obtain a common seal (rubber stamp) open a financial account in the association s name obtain public liability insurance for damage to property, death or bodily injury occurring upon the property of the incorporated 6 7

8 association (the minimum amount of insurance cover is $1,100,000) keep a set of books to record financial transactions keep a register of association members keep a book to record minutes of committee meetings and general meetings, and arrange for any property held by the unincorporated association (generally by trustees) to be transferred to the incorporated association. Hold a general meeting One of the first steps is to hold a general meeting to discuss incorporation and rules with members to make sure agreement on these important issues is reached. For more information on general meetings, see page 28. Obtaining your common seal Under the Act (Section 21), an incorporated association s common seal (a rubber stamp) is used to legally identify the association on all documentation from the association. This seal is usually used to provide proof of association name on legal documents. You can order your common seal from most newsagencies or rubber stamp suppliers. It must feature your association s full name as it appears on your certificate of incorporation, including the word Incorporated or Inc. ) and the words Common Seal. Opening a financial account As a separate legal entity, your association s finances must be operated under the incorporated name. You will need to open an account in the registered name and your account must be kept in Queensland. The bank, building society or credit union may require a copy of your association s rules (see page 3) and/or wish to sight the original certificate of incorporation. You will also need to appoint signatories to the account. Under the Regulation (Schedule 5), all association cheques must feature two signatures, with at least one of these being an office bearer (President, Secretary or Treasurer), so OFT recommends you appoint at least four signatories, with three of these being office bearers. This will ensure you have enough suitable signatories should someone be away or difficult to reach at a particular time. Obtaining public liability insurance The Act (Section 70) requires any incorporated association to hold public liability insurance if the association owns any property. This may not be limited to real property (eg. land or dwellings) so OFT recommends that all incorporated associations seek legal advice on this issue. The minimum amount required is 8 9

9 $1,100,000 and must be kept current at all times, but it s important your association carefully considers what level of cover is adequate. Again, this is something you should seek legal advice on. You must notify OFT of your association s public liability insurance within one month of obtaining a policy (see page 54). The Queensland Government has entered into an arrangement with AON Risk Services to provide brokerage services and general insurance advice to Queensland s community-based, notfor-profit organisations. AON will provide assistance to associations under these arrangements, except where: the association has assets with a gross value (before liabilities) exceeding $1,000,000 the association has annual gross revenue (before expenses) exceeding $500,000 the association charges for services, activities or events, or offers prize money (aside from membership fees, fundraising or activities pursuing its main objective), or the association holds a statutory licence to conduct commercial activity. AON Risk Services can be contacted on or via to [email protected]. If you need general advice or help with handling a dispute with an insurance company, you may wish to contact the independent national external dispute resolution body approved by the Australian Securities and Investments Commission. This body is called Insurance Enquiries and Complaints Limited and can be contacted by calling or visiting Recording financial transactions To ensure sound financial management of the association, the Act (Section 59) requires an annual audit be carried out by an independent auditor each year (see page 36). You must keep a receipt book, bank statements, a register of assets and a petty cash book for recording financial transactions. This is a fundamental management responsibility and is generally coordinated by the Treasurer. An association should be guided by the auditor about the appropriate records to be maintained. For more information on what needs to be recorded, please see page 43. Register of members Under the Regulation (Part 3, Section 9), you are required to keep a register of your members, including their names and addresses. To protect your members privacy, OFT recommends this register be kept with other confidential documents for viewing at the discretion of the management committee. It is also recommended you keep a register of committee members as part of your records. Under privacy laws, any person has the right to inspect records kept about them (eg. membership details) and seek correction if they believe they are inaccurate. For more information, visit or call Note, some associations may be exempt from the requirements of the Privacy Act

10 Minute book The minute book is generally managed by the Secretary and should contain the minutes of all association meetings. This book will serve as an accurate record of association proceedings and your rules should include if, when and how the minutes will be made available to members for inspection. Transferring property Upon incorporation, any assets, rights and liabilities of the unincorporated association become the assets, rights and liabilities of the incorporated association. Contact the Department of Natural Resources, Mines and Energy s Titles Registration Customer Advisory Service (see Useful Contacts, on page 83) to arrange to have any property owned by the unincorporated association (generally held by trustees) transferred to the incorporated association. This may not apply to assets registered under another Act, eg. licence under the Gaming Machine Act 1991 or permit under the Liquor Act If you are unsure, contact the licensing agency for more information. Your management committee The management committee is ultimately responsible for the operation of the association. This includes following, interpreting and enforcing the association s rules and making sure the association complies with the Act and Regulation. The management committee may exercise the powers and functions of the association, subject to the Act, the Regulation and the rules of the association. The management committee also needs to ensure the association complies with any other relevant laws. The rules of an incorporated association must set out the membership and powers of the committee. The rules of the association must also set out provisions for the management committee including the: election or appointment of committee members terms of office of committee members grounds or reasons for which the office of a member of the committee become vacant filling of casual vacancies occurring on the committee quorum (ie. minimum number of committee members who must be present to conduct a committee meeting), and procedure at committee meetings (see page 27). The management committee must have at least three members, who are elected at the Annual General Meeting or any general meeting of the association (see page 16 for electing members and page 27 for conducting meetings)

11 One member of the management committee must hold the office of President and another must hold the office of Treasurer (ie. one person cannot be both President and Treasurer). Every incorporated association must have a Secretary who is 18 years or older and resides in Queensland, or if a resident in another State, resides within 65km from the Queensland border. The positions of President, Secretary and Treasurer must not remain vacant for more than one month. You must notify OFT of any changes to these positions within one month of the vacancy occurring (see page 55). Management committee members Under the Act (Section 61), all members of the management committee must be adults. The Act expressly requires that the Secretary be a resident of Queensland, however there is no requirement that other committee members live in Queensland. However many associations prefer that all or at least a majority of the committee members live in Queensland. Number of management committee members Under the Act (Section 61), the management committee must have at least three members. Under the Model Rules, the management committee will consist of the President, Vice-President, Treasurer and any number of ordinary members. However, one member cannot hold the office of both President and Treasurer. Accountability of the management committee One of the advantages of being incorporated is that personal liability is limited; however, management committee members still have a duty to the association. This means they may be held accountable if they: deliberately fail to act in the best interests of the association abuse their powers as committee members fail to avoid conflict of interests, or fail to exercise due care, skill and diligence. Some associations may choose to implement a voluntary code of conduct to guide the activities of management committee members, however this is not required under the Act. If a management committee does not fulfil its reporting requirements, OFT will request that the requirements are met. If this is not done, OFT may issue a show cause notice asking the association to provide reasons why its incorporation should not be cancelled. If management committee members fail to meet the requirements of the Act, penalties may apply. Criminal charges may apply if fraud or misappropriation is involved. However, the Act does not cover a management committee breaching the rules of the association. OFT has little jurisdiction in this instance and the association will need to resolve its own internal dispute (see page 49 for more information on dispute resolution)

12 Management committee not following the rules A management committee expelled a member and did not follow the process stipulated in the association s rules. Under the Model Rules, that member, or any member, would have the right to appeal that decision at a special general meeting. If the situation could not be resolved in this manner, the former member could seek mediation or take the matter to court. Members of the management committee should also consider their personal liability under other relevant laws. Electing your management committee Electing your management committee is possibly the most important process for your association. The committee is ultimately responsible for managing the association and for meeting the requirements under the Act. A person is ineligible for election to the management committee if they have been convicted, imprisoned or are bankrupt for specific details, refer to Section 61(a) of the Act. In recognition of the importance of this process, the Act (Section 62) specifies that the management committee must be elected at the Annual General Meeting (or any general meeting) and in accordance with the association s rules. Members of the management committee must be adults however, minors can be members of the association (Section 61). If your association wishes to restrict the membership and privileges of minors, this must be set out in the rules. Questions about the rights of minors can be complex and associations should obtain specific legal advice on this issue. Unless the association s rules expressly state otherwise, members who have not paid their membership fee are still members and are entitled to stand for election and nominate others. However, these members may not be entitled to vote, again depending on the rules of your association. Election of the office-bearers occurs at the Annual General Meeting (in most cases) and may be by show of hands or by written ballot. Ballot papers should be collected and counted by two members who are not nominated, and the results announced to the meeting. Should an office bearer s position become vacant, the management committee may either hold an election or choose an individual to act in this position until the next AGM where an election must be called to fill the vacancy permanently. Management committee membership Joe is the President of an incorporated bowling club. When Debora, the Association s Treasurer, resigned her membership, the management committee held a meeting to appoint an Acting Treasurer, Anne. Any member could be appointed to this casual position on the management committee, including all current committee members, except Joe because he already held the position of President. Anne will remain the Acting Treasurer until the next AGM, when elections for a new management committee are held

13 Responsibilities of management committee members The management committee is responsible for managing the affairs of an association according to the Act, Regulation, rules and any other relevant laws. The rules of the association may set out additional obligations and specific restrictions on the power of the committee. As a result, each member of the committee should be familiar with the association s rules and statutory obligations of the association. The statutory obligations of the management committee include: General having a registered office for the association for documents to be served (this must be a physical address where documents can be served, not a PO Box) (Section 17) registering land or interests in land (Secretary) (Section 24) ensuring the association s name appears on the common seal (Section 31) ensuring the association s full name appears in legible characters on all official documents such as advertising, business letters, accounts, official notices, publications, cheques and receipts (Section 32) ensuring financial affairs are audited annually (Section 59) controlling the business and operations of the association (Section 60) obtaining public liability insurance and keeping it current (Section 70) ensuring proper accounting records are kept which correctly record and explain the transactions of the association and its financial position (Regulation 9) lodging an annual return with OFT (Form 12 Annual Return of Association) (see page 46) notifying OFT of change of details including the association s postal address, Secretary s residential address and change of President, Treasurer or Secretary within one month of appointment or change (Form 10a Change of Details relating to an Incorporated Association) (see page 55). To members ensuring a copy of the association s rules is available to all members (Section 53) ensuring the audited financial statements of the accounts of the association are submitted to members at the AGM (Section 59), and ensuring an appropriate Secretary is appointed (Section 66) Meetings ensuring that an AGM is held each year within six months after the end of the association s financial year (Section 56) ensuring the association complies with its rules on calling and holding meetings (Section 57) ensuring minutes of all committee and general meetings are kept (Regulation 9) ensuring any special resolution is carried out in accordance with the Act (Section 3). In addition, members of the committee should: be aware of the duties of the Secretary and ensure they are properly carried out 18 19

14 use reasonable care and skill in the performance of their duties act in good faith advise the committee of any conflict that may arise between their own interests and the interests of the association (eg. advise if any association activities might result in a financial gain to themselves) ensure any documents addressed to the association are brought to the attention of the committee as soon as practicable after receipt, and ensure documents provided to OFT, or submitted to members, do not contain false or misleading statements and make sure documents do not omit anything that would make the document misleading. If these obligations are not met, cancellation of incorporation may result. Office bearers President The President should be aware of the requirements under the Act, Regulation and rules, and who is responsible for what duties. The President chairs the management committee, and also plays a major role in the association s meetings. Under the Model Rules, the President is required to chair all meetings they attend. If the President cannot attend a meeting for any given reason, either the Vice- President or another member of the management committee can be nominated as chair. Please note, the position of Vice-President is optional. Secretary The Secretary is arguably the most fundamental and busiest position on the management committee. The Secretary has specific obligations under the Act and rules so it is important that whoever is nominated and/or appointed to this position is fully aware of these obligations before accepting. The Secretary may be: a member of the incorporated association elected by the association as Secretary, or a member of the incorporated association's management committee appointed by the committee, or a member or non-member appointed by the management committee (Note: a non-member would not have any voting rights). Under the Act, the Secretary is primarily responsible for managing the records of the association (see page 22). If these records are not completed appropriately, it is possible the association will be breaching the Act or misleading members, and the management committee could be held liable. The Secretary s obligations under the Act include: being a resident of Queensland, or residing within 65km of the Queensland border (Section 44) advising OFT of their appointment within one month (Form 10a Change of Details relating to an Incorporated Association) 20 21

15 notifying OFT within one month of taking out public liability insurance (Form 22 Notification of Insurance Cover) (see page 54), and notifying OFT of any changes to the office bearers of the management committee within one month of the change occurring (for casual vacancies, Form 10a Change of Details relating to an Incorporated Association, for election at AGM, Form 12 Annual Return of Association). Under the Model Rules, the Secretary s obligations include: taking and keeping appropriate minutes for the association (see page 25) keeping the register of members and making it available to members to inspect (see page 11) taking nominations for the management committee at least 14 days before the AGM providing appropriate notice to members of all general meetings (see page 29) providing members with at least 14 days notice of any special management committee meeting, and responsibility for calling and convening special general meetings for the association (see page 28). The Secretary generally manages other housekeeping duties of the association or the management committee may delegate them to other members of the association. Some of these duties might include: arranging the meeting venue and preparing the agenda coordinating any correspondence or reports to be presented at meetings circulating the minutes to members completing any actions arising from the meeting that require correspondence, and receiving all association correspondence, and bringing urgent matters to the attention of the President or Treasurer if necessary. A more detailed manual explaining the Secretary s role is available for purchase from the Caxton Legal Centre (see page 87). Treasurer The Treasurer, or another authorised officer, usually manages the following tasks: keeping and maintaining an asset register for the association managing the petty cash balance and ensuring the petty cash book is kept up-to-date keeping all documentation for payments made including receipts, invoices and statements keeping a carbon duplicate receipt book, and a receipt book register, and keeping and maintaining the association s deposit and cheque books. The Treasurer usually ensures all payments are approved by the management committee and that they are recorded in the minutes (Regulation Schedule 5). All financial records must be kept in Queensland

16 Your day-to-day operations Membership The rules of the association should specify who can be a member. If the rules do not specify membership criteria, the relevant provisions of the Model Rules will apply (Regulation Schedule 3). In general terms, the Model Rules state that a person is qualified to be a member of the incorporated association if that person was a member of the association before it incorporated. It is possible for the rules of an association to allow other incorporated bodies to be members, however specific legal advice may need to be obtained in order to draft these rules. The rules of an association should also set out the circumstances in which a member ceases to be a member of the association. For example, if failure to pay an annual membership fee will result in the termination of a membership, this must be specified in the rules. Where the Model Rules apply, the management committee must determine when and how membership fees are payable. Membership fees A member did not pay their annual membership fee. As a result, the management committee decided to cancel the membership under the association s rules. Because payment of membership fees is not covered under the Act, the management committee needed to refer to its rules for guidance on this decision. Record keeping Keeping an accurate record of your association s business is the only way to establish accountability, transparency and an ongoing record of association transactions for your members. Under the Regulation (Part 3), you are required to keep all association records in English. Minutes Under the Act, your association must keep a minute book where records of all meetings of the association are kept, including management committee meetings, general meetings and the AGM. Minutes can be recorded electronically as long as there is a hard copy version that is kept in a book. If governed under the Model Rules, the Secretary is ultimately responsible for ensuring the association s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting. While not required under the Act, the minutes would normally include: details of the day, date and place of the meeting and the time of commencement the names of those present and details of any apologies received 24 25

17 that the chair announced a quorum was present and that the meeting was duly constituted (if this announcement was made) a reference to minutes of the previous general meeting and the signing of them as a correct record details of every resolution put to members and whether it was passed with the required majority details of persons voting against a motion or abstaining from voting if those persons request that this be recorded details of any appointments made, persons elected to office and any leave of absence granted to a member overview of discussions concerning decisions made at the meeting decisions made at management committee meetings the date and time for the next meeting, if this is determined during the meeting the time that the meeting closed, and details of election of committee members (if applicable). Minutes of the previous meeting should be circulated to committee members for authorisation or amendment at the next meeting of the committee. The minutes of each meeting must be entered in a book kept specifically for that purpose. Your association s rules must stipulate whether or not documents (ie. including the minutes of general meetings) will be available for members to inspect. Meetings The purpose of your association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Under the Act, your members are required to meet at least once a year (at the association s AGM), and the management committee must meet at least once in every four calendar months (management committee meetings). Other meetings might include special general meetings and subcommittee meetings. Management committee meetings The management committee should meet as often as necessary to properly manage the affairs of the association, but at least as often as once every four calendar months (Section 63). Management committee meetings must be held according to the association s rules, at a place and time the committee determines. Calling a management committee meeting Under the Model Rules, notice of a management committee meeting is to be given in a way determined by the committee. In the case of a special management committee meeting, 14 days notice must be given, however this can vary if the members of the committee unanimously agree before the time appointed for the meeting. Conducting a management committee meeting For a committee meeting to take place, a quorum must be present. A quorum is the number of committee members who must be present to conduct a committee meeting. The rules of each association should specify the quorum for committee meetings and the procedure to be followed if a quorum is not present

18 Where the Model Rules apply, a simple majority of committee members comprise a quorum for a committee meeting. Under the Model Rules if, within half-an-hour of the time appointed for the management committee meeting, a quorum is not present: if the meeting was convened at the request of committee members, the meeting lapses in any other case, the meeting is to stand adjourned to the same day, time and place in the following week. The format of the meeting is at the discretion of the association, however the President is required to chair any committee meeting they attend. If the President cannot attend, the Vice- President or any other member can be nominated to chair. Generally, committee meetings are the most informal of the association s meetings because they are smaller in size. To ensure the smooth running of the meeting, we recommend you follow a similar format to a general meeting (see below) and adapt it to suit the business to be addressed. Minutes must be kept of all committee meetings (see page 25). General meetings General meetings can be held at any time and the frequency will depend on the activities of your association. Under the Model Rules, the first general meeting for a newly incorporated association must occur between one and three months after the date of incorporation. From then on, general meetings can be called at any time in accordance with the rules. However, the Act requires the first AGM to be held within 18 months of incorporation, or six months after the end of the association s financial year, whichever comes first. The AGM is an opportunity for your association to officially elect office bearers, and to present audited statements to your members. Calling a general meeting Under the Model Rules, the Secretary may call a general meeting by giving each member notice of the meeting in accordance with the rules OR within 14 days of: being directed to call the meeting by the management committee, or being given a written request signed by: m at least a third of the members of the association presently on the management committee, or m by a number of ordinary members equal to double the number of management committee members plus one. The Secretary may also call a special general meeting within 14 days of receiving written notice of an intention to appeal against a decision made by the committee regarding the rejection or termination of association membership. If the meeting will hear and determine an appeal of a member, or if it will determine a special resolution (see page 39), notice of the meeting must be in writing

19 The rules of each association must specify: the manner of calling general meetings the quorum for general meetings the procedure at general meetings whether members are entitled to vote by proxy at general meetings and through what method the time within which and the manner in which notices of general meetings are to be given, and the time within which and the manner in which notices of motion are to be given, published or circulated. Conducting a general meeting A quorum must be present to conduct a general meeting. No business is to be transacted at any meeting unless a quorum is present. The rules of the association should specify the procedure if a quorum is not present at a meeting. The rules of the association must specify what the quorum is. If the Model Rules apply, the quorum is double the number of committee members plus one. Under the Model Rules if, within half-an-hour of the time appointed for the general meeting, a quorum is not present: if the meeting was convened at the request of management committee members, the meeting lapses in any other case, the meeting is to stand adjourned to the same day, time and place in the following week. If at the adjourned meeting, a quorum is not present within half an hour of the time appointed for the meeting, the members present will constitute a quorum. The format of your association s general meetings will vary depending on the type of business that needs to be addressed. Below, however, is an example of a common meeting agenda. Your association may adapt this to suit your individual needs, but this will give you an idea of what may need to be covered. Achieving a quorum The Lollipop Association Inc. has a management committee consisting of eight members. Under the Model Rules, to achieve a quorum at a general meeting, they must have a total of 17 members present (8x2+1=17)

20 XYZ Association Inc General Meeting Agenda 24 September 2005 President s welcome This is the President s opportunity to welcome members and guests. Present The Secretary notes members who are present at the meeting. Apologies The Secretary announces any apologies received and asks members to do the same. All apologies should be noted in the minutes. Minutes of previous meeting These may have been circulated to members after the last meeting or with the notice for the current meeting. If not, the Secretary should read out the minutes from the last meeting and the members must confirm they are accurate. This is usually done by a member moving that the minutes be confirmed as accurate, and another member seconding that motion. The President should then sign and date the previous minutes. Business from previous minutes The last meeting will have required actions on certain matters for which members would have been given responsibility. This part of the meeting provides members with the opportunity to report on the status of these actions. President s report This is an opportunity for the President to address the members regarding any matters that the committee has dealt with since the previous meeting. Treasurer s report The Treasurer provides members with a report on expenditure since the last meeting, including the tabling of receipts. The Treasurer moves for the report to be received, another member must second the motion, then the report can be discussed. Special business This part of the meeting addresses any issues placed on the agenda by the management committee or Secretary. This is also where special resolution matters are discussed see page 39. General business This provides members with the opportunity to raise a question or move a motion. Members raising complex issues need to advise the committee of these intentions before the meeting takes place. Date of next meeting The date, place and time for the next meeting is discussed and agreed. Close The Chairperson closes the meeting, thanks members for attendance and acknowledges any guests. Correspondence The Secretary provides a report on the association s correspondence since the last meeting. This report is usually formatted as ingoing and outgoing. Generally, the Secretary moves for the correspondence to be approved, and another member seconds the motion

21 Annual General Meeting (AGM) The AGM is the most important event your association will hold and is attended by the management committee, members and other invited guests. This meeting is a public statement about your association s financial position and the activities and achievements of the previous year, and also serves as a yearly update to members by the management committee. It is similar to other general meetings held by the association. Under the Act, the committee must present the audited financial statements to members for adoption (Section 59 (1) (c)). If these obligations are not met, OFT will request appropriate action. An incorporated association must hold an AGM at least once in each calendar year. The first AGM must be held within 18 months of the date of incorporation and within six months after the end of the first financial year of the association. (Note: If the association is incorporated within three months of the end of its financial year, a different time period will apply. Contact the Office of Fair Trading for more information.) The second and any subsequent AGMs must be held within six months after the end of the incorporated association s financial year. It is possible to obtain an extension of time to hold the AGM from the Office of Fair Trading. You must apply before the expiry of the six month period in which the AGM would otherwise be required to be held. Calling an AGM The rules of the association must specify the way the meeting is called, and the way the notice of the AGM is to be given. The notice convening the meeting should specify that the meeting is the AGM. If special resolutions to be proposed at the AGM, see page 39. Preparing for an AGM The management committee plays an integral part in preparing for the AGM. Under the direction of the committee, the Secretary will generally take responsibility for coordinating the meeting, and the Treasurer and President will also be involved, particularly in the reporting of financial matters (see page 43). The rules of the association must include what business is to be covered at the AGM. However, if the Model Rules apply, the following business must be conducted: receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the association for the last financial year (see page 43) receiving the auditor s report (see page 46) on the financial affairs of the association for the last financial year presenting the audited statement to the meeting for adoption electing members of the management committee, and appointing an auditor

22 The format of the meeting will be similar to that of a general meeting (see page 29), however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM. Appointing an auditor All associations are required to appoint an independent auditor under the Regulation (Schedule 4). This is usually done at the AGM. To comply with the Act, the appointed auditor must be: a person registered as an auditor under the Corporations Act, or a member of CPA Australia or the Institute of Chartered Accountants Australia, or a member of the National Institute of Accountants, other than an associate, who has completed an auditing component of a course of at least three years duration at a recognised university or tertiary institution. An application may be made to OFT for approval of a person who does not have the above qualifications to carry out the audit if the person is competent in auditing. If the auditor does not meet the criteria provided in the Act, you must apply to OFT for approval of this auditor by completing Form 21- Application for Approval of Auditor. This form requires an office bearer (President, Secretary or Treasurer) to formally apply for approval of the auditor, and for the auditor to note their qualifications and experience. You will also need to supply figures for your association s approximate gross income and the value of current assets. However, the Act specifies that certain people cannot carry out the annual audit of an association (Section 59). This includes: any members of the management committee an employee of the incorporated association, or a partner, employer, or employee of the management committee. It is recommended you send a letter of engagement to your auditor after appointment at the AGM to clearly outline the association s expectations and to ensure you have written evidence of the appointment. Annual audit At the end of your financial year, the management committee must arrange to have the association s financial statements audited. Your auditor will need a variety of documents from you (see page 47). After your AGM, you must submit your annual return (Form 12) and a copy of your audited financial statements to OFT. A signed report from your appointed auditor (auditor s report) must also be provided as evidence that the association s financial statements have been audited. If this report contains concerns or questions about the association s finances, OFT will ask you to provide justification for this. If your association fails to provide this, or OFT is not satisfied with the justification, you may be served a show cause notice and cancellation of incorporation could result (Section 93)

23 Voting The Chairperson of any meeting is responsible for supervising and administering the voting. This voting can be done by voices (ie. judging the number of yes versus no), but it is recommended voting be carried out by show of hands. This is a far more accountable and less subjective way for your association to decide business matters, and will therefore help to avoid disputes. If an association s membership is large (eg. more than 500), it may consider introducing a rule allowing for a secret ballot or poll to decide close votes on issues which may be contentious. Proxy voting While not required, many associations choose to specify whether proxy voting is allowed in their rules and, where appropriate, any requirements, restrictions and procedures relating to proxy voting. Where the association s rules provide, a member unable to attend a meeting is able to appoint another person to vote on their behalf. This proxy will be required to produce documented evidence that they have been authorised to vote on the absent member s behalf, and can be a member or non-member. Postal votes Postal votes can be used for voting, but cannot be counted for special resolution matters. The format and process for postal voting is at the discretion of the incorporated association and should be set out in the rules. Special resolutions A special resolution is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75% of the members who are present and entitled to vote (Section 3). Written notice of a proposed special resolution, and the time and place of the general meeting, must be given as required by the rules to each member who is entitled to vote (Section 3). Under the Act, matters that must be decided via special resolution are: the decision to incorporate (Section 6) a change of name for the incorporated association (Section 35) a change to the association s rules (Section 48), and the decision to wind up the association (Section 89). Postal voting is not allowed for special resolutions (Section 3 (4)). Ordinary resolutions The association s rules should set out the manner in which notice of motions are to be given. A member who wishes to bring any business before a general meeting should give notice to the association as per the association s rules. Members should ensure that the notice is given to the association in sufficient time to allow the 38 39

24 business to be included in the notice calling the next general meeting. Change of name If your association decides to change its registered name, and a special resolution is passed, you must apply to OFT to register this change. This application must be made within three months of the special resolution being passed and must be on the approved form (Form 4 - Application for Registration of a Change of Name) and be accompanied by the fee (see page 56). Your proposed name change will be checked to confirm it is not an unsuitable name (Regulation 3 & 4) and that the name doesn t already exist. At this point, it is at OFT s discretion to request further documentation to support the name change, or to request that your incorporated association publish a notice of the application eg. in The Courier-Mail or a local paper. This published notice gives any person the opportunity to object to the association s change of name by submitting their objection in writing to OFT. Any objection must be justified by the person, and must be received within 14 days of the notice being published. After considering the application and any objections, OFT will grant or refuse the name change and notify you in writing. If the application is refused, OFT will state the reasons why your name change wasn t accepted. Change of rules If your association decides to amend its rules after they have been registered with OFT, you will have to submit an application (Form 8 - Application to Register an Amendment of Rules). This application must be lodged within three months of the special resolution being passed (see page 56). This form requests a copy of the amended rules (with the amendment clearly shown) and a statutory declaration by the association s Secretary stating the amendment complies with the Act. You will receive written notice of your application being granted or refused. If your application is refused, OFT will provide you with reasons for the refusal. Amalgamation As an association, you may decide by special resolution to amalgamate with one or more other incorporated associations to form a new association. Amalgamation can help smaller associations to build their membership base, share fundraising activities and ensure property is jointly managed. Clubs unite A men s bowling club and a ladies bowling club decided to amalgamate into one bowling club. The men s club owned the clubhouse and the land. To ensure all members had equal rights, all property was transferred to the new association and new rules were drafted to make membership rights consistent. Within three months of this resolution being passed, the associations involved must jointly lodge Form 5 - Application for Incorporation upon Amalgamation of Associations, which will ask for the names of the incorporated associations to be amalgamated, and three 40 41

25 preferences for the name of the new association. Form 5 also requires details on office bearers and rules, and a number of documents will need to be submitted with the application. There is a fee associated with this application. Each association must also complete Form 13 Notice of Special Resolution for Amalgamation of Association which requires details of the special resolution that was passed to amalgamate. As an amalgamated association, you will need to agree on a set of rules for the newly formed association. You may also be required to provide the associations creditors with written notice of the application, and a statutory declaration that you have done so. You will also need to update your public liability insurance policy. This obligation must be carried out by the Secretary of the old association. You will be notified via mail of the outcome of your application. Winding-up An incorporated association can windup voluntarily for any given reason, however this decision must be passed via special resolution. Some of the common reasons that associations choose to voluntarily wind-up include having insufficient members, insufficient funds or simply due to a decision made by the members. For more information on how to windup, see page 57. Under the Act (Section 90), an incorporated association can also be involuntarily wound-up by the Supreme Court if: the incorporated association suspends its operation for a whole year the members of the incorporated association are reduced in number to not constitute a quorum at a general meeting (see page 29) the incorporated association is unable to pay its debts any member makes a financial gain from the operations of the association, or the Supreme Court decides it is just and equitable for the association to be wound-up. An application to the Supreme Court for the winding-up of an association must be made by petition and can be lodged by the incorporated association, a member of the association, a creditor of the association or OFT. Managing your association s finances The management of your association s finances is arguably the most important element of running your association, particularly when it comes to ensuring your records are accurate, complete and up-to-date. Although the management committee is ultimately responsible for the finances of the association, the task is generally managed by the Treasurer or other authorised officer. The Act has a number of financial recording requirements including: 42 43

26 a cash book or statement of amounts received and paid a receipt book of receipt forms all association bank statements a register of assets, and a petty cash book. Larger associations may also be required to use a journal and/or ledger. This depends on the type of financial operations your association requires. If you are unsure, contact your auditor for more information. All financial records for your association must be kept for at least seven years after the final entry. Cash book and receipt book Your cash book is used to record the association s cash or cheque payments (expenditure) and receipts. It is generally kept in chronological order and split into two sections, one for payments and one for receipts. Your receipt section should reconcile with your receipt books and bank statements. All monies received should be recorded and a receipt issued. Under the Act, your association is required to keep a duplicate of all receipts, and you ll need these at audit time. You also need to keep a register of these receipt books. Generally, associations use more than one receipt book each financial year, and this will help you, and your auditor keep track of them. The cash book should be balanced at regular intervals (eg. monthly), and a reconciliation made between the cash book and bank balance. Bank statements and petty cash book Your association must hold an account at a bank, building society or credit union in Queensland. Unless your association intends making any payments over $100 via electronic funds transfer, your association s account will need to be a cheque account, or at least an account from which cheques can be drawn. The management committee must be recorded in the minutes as ratifying or approving all past and future payments. Therefore, any invoices that need to be paid must be raised by the Treasurer at a committee or general meeting for approval. Any payment over $100 must be paid by cheque or electronic transfer. Any amount less than this can be paid from the association s petty cash. All payments from petty cash must be recorded in the petty cash book. Journals and ledgers Keeping a journal and ledger is generally only necessary for associations that must keep track of numerous accounts. All transactions are initially recorded in the journal in chronological order, then into the ledger. The ledger is a collection of accounts (ie. a place to keep track of a number of accounts that may be used for different purposes)

27 Asset register The asset register is a place for your association to record the details of all assets acquired and owned since incorporation. You need to include details such as the date of acquisition, cost, depreciation, location (if applicable) and disposal of assets. This register will assist your management committee to keep track of your association s assets, and will also be needed at audit time. Annual return and audit The Act requires your association to be independently audited once every 12 months, at the end of your association s financial year. Appointing an auditor has already been covered (see page 36), but this section will talk about why you must do an annual audit. Why audit? Besides the fact that you are required to by law (Section 59), your annual audit provides protection for members by confirming that their funds and assets have been managed appropriately and honestly. It also ensures that the management committee s actions remain transparent to both members and the general public. Your annual audit can also indicate opportunities for improvements in efficiency and the cost-effectiveness of the association s operations, such as internal controls and accounting methods. You must submit your audit report to OFT as part of your annual return. What documents will the auditor need? Your auditor will require a variety of documentation to meet the requirements of the Act. This is a general checklist of the documentation you will have to provide. For your more specific requirements, speak to your auditor. You will need to provide your auditor with: Cash receipts Register of receipt books Receipt books containing duplicates of issued receipts Unused receipt books Duplicate bank deposit slips Cash receipts journal Cash payments Vouchers for payments made in cheque number sequence Cheque butts used/unused/cancelled Cash payments journal Cash at bank Ledger account (if applicable) Bank statements for the year, plus one month before and one month after Bank reconciliations for financial year, and from the previous financial year Petty cash Petty cash vouchers Petty cash summary Depreciable assets Register of all non-current assets including any additions/disposals that occurred during the financial year 46 47

28 Documentation supporting disposals Accounts receivable List of all amounts due at end of financial year Indication of number of days account has been outstanding and when payment is expected Liabilities List of all amounts owing at end of financial year List of loans payable, to banks or otherwise, including interest rates, principal outstanding and repayments Administrative Minute books A copy of your constitution/rules Register of members, and Any other documentation the auditor requests. What is in an annual return? An incorporated association must lodge an annual return with OFT within one month of their AGM (Section 59). The annual return consists of two parts: Form 12 - Annual Return of Association which must be completed after the AGM to notify OFT of any changes to the postal address, office bearers, auditor and bank details (OFT will send this form to your association s postal address call if you do not receive it), and Copies of: m the income and expenditure of your incorporated association during its last financial year (profit and loss statement) m the assets and liabilities of your incorporated association at the close of the financial year (balance sheet), and m all mortgages, charges and securities affecting any of the property of the incorporated association at the close of the financial year. Your annual return must be lodged with OFT within one month after the AGM. Handling disputes Even in the most cooperative incorporated association, there are bound to be disagreements from time-to-time. The membership of an incorporated association can be made up of a number of individuals with different personalities, values and beliefs and this may lead to disputes arising within that membership, particularly about the interpretation of an association s rules. Managing complaints The inclusion of a formal complaint process in your rules may assist your association to deal with disputes internally. Here are a few tips to help: appoint a person to be in charge of receiving and dealing with complaints, including managing any mediation or court matters set up a system to record, track and monitor complaints it is wise to keep a file on each complaint, 48 49

29 if the complaint involves a third party, log the complaint using your system and note that it has been referred to the relevant party for action. OFT recommends that all incorporated associations include a dispute resolution process as part of their rules. This will ensure that, should a dispute occur, it will be dealt with in a consistent and effective manner by the management committee and members. There is an Australian Standard for Complaints Handling that may assist you. You can purchase the standard and adapt it to your needs by contacting Standards Australia on or visiting The Queensland Government s Dispute Resolution Centres also provide training in managing conflict, setting up a complaint management system and mediation (see Useful Contacts on page 83). If the situation cannot be resolved within the association, you can choose to seek mediation or legal advice. OFT has no power to intervene in an association s internal disputes. It cannot provide legal advice to you, nor can it assist in interpreting your rules. Ultimately, only the Supreme Court can make a ruling on internal disputes. What is mediation? Mediation is a way of settling a dispute without legal action but relies on both parties voluntarily agreeing to participate. It is a meeting between people in conflict, with one or two neutral mediators present. Mediators are there to guide the discussion between the two sides so they can work out an agreement that suits them both. Mediators do not take sides or sit in judgment. Mediation is confidential with mediators taking an oath of secrecy. Nothing said in mediation can be repeated by mediators to anyone else, and nothing said during mediation can be used in any legal action. The following section is advice provided by the Queensland Government s Dispute Resolution Centre and provides you with all you need to know when deciding whether or not to engage in mediation. What can mediation do for our association? Mediation can help your association resolve conflict by: letting your members talk it out helping members make decisions, and saving your association time and money. Experience shows that 80 to 90 per cent of mediations reach agreement. However, if the mediation is unsuccessful your association will still be able to take other measures, including legal action, to resolve the dispute. Who provides mediation services? The Queensland Government has established Dispute Resolution Centres around the State so that the community has access to a high-quality mediation service. Dispute Resolution Centres are based in Brisbane, Hervey Bay, 50 51

30 Rockhampton, Mackay, Townsville and Cairns (see page 85). In almost all cases, mediation with Dispute Resolution Centres is free of charge. Do I have to ask the other member to attend? No, mediators will usually do that for you. Usually they send a letter, but sometimes they phone. If the other person is willing to attend, mediation can normally be arranged within a few weeks. Is the mediation legally binding? The agreement reached at mediation is usually not legally binding unless the mediation has been ordered by the court. However, in most cases people keep their word on agreements made in mediation. If you want to make your agreement legally binding, and if all parties agree, you can have lawyers draft a legal document after mediation. If you want the matter to be determined solely on your legal rights, it may be better to go to court. On the other hand, if you want to have your say on wider issues, you will probably find mediation more satisfying and less expensive than court proceedings. How should members prepare for mediation? Before mediation it may be helpful to consider: rights and responsibilities in relation to the dispute how the dispute affects the day-to-day running of your association the main issues or problems you would like to discuss what you would like to see happen what you are prepared to do to make this happen, and how the dispute might be resolved if mediation is not successful. Who attends the mediation? Usually only the members directly involved in the dispute attend the mediation. If a member is upset or unsure about the mediation, you may select someone to attend as a support person. You may also bring a lawyer to the mediation, or organise to contact a lawyer during the mediation. If all the parties at the mediation agree, you may make your agreement subject to checking by a lawyer after the mediation session. Note that mediators do not give legal advice. Reporting obligations Under the Act, your incorporated association must meet a number of reporting requirements. Reporting to members The audited financial report must be submitted to the members as part of the AGM (Section 59). This is the perfect time to be relaying this information back to members, as the management committee has to prepare a financial summary in preparation for the audit, another requirement under the Act

31 Reporting to OFT This section outlines reporting obligations to OFT, and the forms you will need to use. These forms (except the annual return which is sent automatically) can be obtained by calling OFT on or downloaded from qld.gov.au and lodged via mail, fax or at any OFT office (see page 83 for locations). Notification of public liability insurance cover Under the Act (Section 70), you are required to notify OFT of your association s public liability insurance details within one month of obtaining a policy. The minimum amount of insurance cover an incorporated association must obtain is $1,100,000. You must use the approved Form 22 - Notification of Insurance Cover to lodge these details with OFT. This form must be completed by the Secretary detailing the insurance company name, policy number, amount of cover and expiry date. A copy of your policy is not required. Application for approval of auditor As mentioned on page 36, you are required to appoint an appropriately qualified auditor to undertake your association s annual audit. If the auditor does not meet the criteria provided in the Act you must apply to OFT for approval of this auditor. Form 21 - Application for Approval of Auditor requires an office bearer (President, Secretary or Treasurer) to apply for approval of the auditor, and for the auditor to note their qualifications and experience. You will also need to supply your association s approximate gross income and the value of current assets. Annual return of association Your annual return is a very important document due to OFT within one month after your AGM. You will automatically be sent this form each year. You must provide OFT with copies of your audited financial statements, including a statement of income and expenditure, balance sheet and signed auditor s report. Along with these documents, your Secretary must complete and submit Form 12 - Annual Return of Association. This form details any changes of office bearers, financial details and your auditor s details. See Form 12 for fee information and note that additional late lodgement fees may apply. See page 48 for more information. Change of details You are required to notify OFT when your association changes: office bearers (President, Secretary, Treasurer); and address (ie. association s registered office location or postal address, secretary s address). Complete Form 10a Change of Details relating to an Incorporated Association. to make these changes. You will be asked to provide your incorporated association number and name, as well as the effective date of change. The Secretary must complete this form, sign it and include a daytime telephone number

32 Change of rules The decision to make a change to your association s rules must be made via special resolution (see page 39) at an association s general meeting. If this motion is passed, your Secretary must within three months complete and lodge Form 8 - Application to Register an Amendment of Rules to OFT. You will need to provide your association number and name, and the details of when and where the special resolution took place. The Secretary will also be required to complete the special statutory declaration for the change of rules and have this witnessed by a Justice of the Peace (see page 85). There is a fee to lodge an amendment to your rules. The amended rule comes into effect once it is registered by OFT. Change of association name To change the name of your association, your members must vote via special resolution (see page 39). Once a decision has been made on your new proposed name, you must apply to OFT to change your association s registered name. This application must be lodged within three months of passing the special resolution, and you will be asked to provide three preferences for change of name. The original certificate of incorporation is also required. You will need to complete Form 4 - Application for Registration of a Change of Name and lodge it with OFT. An application fee applies. In some circumstances, your association may be required to give notice of your application to change your name, such as publishing an advertisement. OFT will notify you if this requirement applies to your association. Voluntary winding-up The decision to voluntarily wind-up an association (see page 42) must be reached via special resolution (see page 39). You are also required to vote via special resolution regarding the disposal of the association s assets. Form 9a -Application for Voluntary Winding Up of an Incorporated Association must be completed by the Secretary and lodged with OFT within one month of the resolution. This form notifies OFT of your intention to deregister as an association. You will need to state when and where the special resolutions took place, and include details of how your members resolved to dispose of the surplus assets. A number of documents will need to be attached to this application see Form 9a for details. Financial records should be kept for seven years

33 Model Rules The Model Rules contained in this section are a copy of the Associations Incorporation Regulation 1999 (Schedule 4). The Model Rules are the standard set of rules by which an association is governed, or can be used as a template for creating an association s rules in accordance with the Regulation. The Regulation can be downloaded free of charge from gov.au or a hard copy purchased from GoPrint (see Useful Contacts). A PDF version of the Model Rules is also available at Words and expressions to have meaning in Act 1. A word or expression that is not defined in these model rules, but is defined in the Associations Incorporation Act 1981 has, if the context permits, the meaning given by the Act. Name 2. The name of the incorporated association is... ( the association ) Objects 3. The objects of the association are (the objects should be stated fully) Powers 4. (1) The association has the powers of an individual. (2) The association may, for example (a) enter into contracts; and (b) acquire, hold, deal with and dispose of property; and (c) make charges for services and facilities it supplies; and (d) do other things necessary or convenient to be done in carrying out its affairs. (3) The association may take over the funds and other assets and liabilities of the present unincorporated association known as the.. (4) The association may also issue secured and unsecured notes, debentures and debenture stock for the association. Classes Of Members 5. (1) The membership of the association shall consist of ordinary members, and any of the following classes of members- (a) associate members; (b) life members; (c) honorary members. The number of ordinary members is unlimited. Membership 6. (1) A person who, on the day the association is incorporated, was a member of the unincorporated association and who, on or before a day fixed by the management committee, agrees in writing to become a member of the incorporated association, must be admitted by the management committee to the same class of membership of the association as the member held in the unincorporated association. (2) A member of the incorporated association who, before becoming a member, has paid the member s annual subscription for membership of the unincorporated association on or before a day fixed by the management committee, is not liable to pay a further amount of annual subscription for the period before the day 58 59

34 fixed by the management committee as the day on which the next annual subscription is payable. (3) An applicant for membership of the association, other than the members of the unincorporated association mentioned in subsection (1), must be proposed by 1 member of the association (the proposer ) and seconded by another member (the seconder ). (4) An application for membership must be (a) in writing; and (b) signed by the applicant and the applicant s proposer and seconder; and (c) in the form decided by the management committee. Membership Fees 7. (1) The membership fee for each class of membership (a) is the amount decided by the members from time to time at a general meeting; and (b) is payable when, and in the way, the management committee decides. Admission and Rejection of Members 8. (1) The management committee must consider an application for membership at the next meeting of the committee held after it receives (a) the application; and (b) the appropriate membership fee for the application. (2) The management committee must decide at the meeting whether to accept or reject the application. (3) If a majority of the management committee members present at the meeting vote to accept the applicant as a member, the applicant must be accepted as a member to the class of membership applied for. (4) The secretary of the association must, as soon as practicable after the management committee decides to accept or reject an application, give the applicant a written notice of the decision. When Membership Ends 9. (1) A member may resign from the association by giving a written notice of resignation to the secretary. (2) The resignation takes effect on- (a) the day and at the time the notice is received by the secretary; or (b) if a later day is stated in the notice the later day. (3) The management committee may terminate a member s membership if the member (a) is convicted of an indictable offence; or (b) does not comply with any of the provisions of these rules ; or (c) has membership fees in arrears for at least 2 months; or (d) conducts himself or herself in a way considered to be injurious or prejudicial to the character or interests of the association. (4) Before the management committee terminates a member s membership, the committee must give the member a full 60 61

35 and fair opportunity to show why the membership should not be terminated. (5) If, after considering all representations made by the member, the management committee decides to terminate the membership, the secretary of the committee must give the member a written notice of the decision. Appeal Against Rejection or Termination of Membership 10. (1) A person whose application for membership has been rejected, or whose membership has been terminated, may give the secretary written notice of the person s intention to appeal against the decision. (2) A notice of intention to appeal must be given to the secretary within 1 month after the person receives written notice of the decision. (3) If the secretary receives a notice of intention to appeal, the secretary must, within 3 months after the day of receipt, call a general meeting to decide the appeal. (4) At the meeting, the applicant must be given a full and fair opportunity to show why the application should not be rejected or the membership should not be terminated. (5) Also, the management committee and the committee members who rejected the application or terminated the membership must be given an opportunity to show why the application should be rejected or the membership should be terminated. (6) An appeal must be decided by a vote of the members present at the meeting. (7) If a person whose application has been rejected does not appeal against the decision within 1 month after receiving written notice of the decision, or the person appeals but the appeal is unsuccessful, the secretary must, as soon as practicable, refund the application fee paid by the person. Register of Members 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 the member may inspect the register, the member must apply to the secretary to inspect it. Secretary 12. (1) If the association has not elected an interim officer as secretary for the association before its incorporation, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after incorporation

36 (2) If a vacancy happens in the office of secretary, the members of the management committee must ensure a secretary is appointed or elected for the association within 1 month after the vacancy happens. (3) The secretary must be an individual residing in Queensland, or in another State but not more than 65 km from the Queensland border, who is (a) a member of the association elected by the association as secretary; or (b) any of the following persons appointed by the management committee - (i) a member of the association s management committee ; (ii) a member of the association; (iii) another person. (4) The management committee may appoint and remove the association s secretary at any time. Membership of Management Committee 13. (1) 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. (2) A member of the management committee, other than the secretary, must be a member of the association. (3) At each annual general meeting of the association, the members of the management committee must retire from office, but are eligible, on nomination, for re-election. Electing the Management Committee 14. (1) A member of the management committee may only be elected as follows (a) any 2 members of the association may nominate another member (the candidate ) to serve as a member of the management committee ; (b) the nomination must be (i) (ii) in writing; and signed by the candidate and the members who nominated him or her; and (iii) given to the secretary at least 14 days before the annual general meeting at which the election is to be held; (c) each member present at the annual general meeting may vote for any number of candidates not more than the number of vacancies; (d) if, at the start of the meeting, there are not enough candidates nominated, nominations may be taken from the floor of the meeting. (2) A list of the candidates names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the association for at least 7 days immediately preceding the annual general meeting. (3) If required by the management committee, balloting lists must be prepared containing the names of the candidates in alphabetical order

37 Resignation or Removal from Office of Management Committee Member 15. (1) A management committee member may resign from the committee by giving written notice of resignation to the secretary. (2) The resignation takes effect on (a) the day and at the time the notice is received by the secretary; or (b) if a later day is stated in the notice the later day. (3) A member may be removed from office at a general meeting of the association if a majority of the members present at the meeting vote in favour of removing the member. (4) Before a vote of members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why he or she should not be removed from office. (5) A member has no right of appeal against the member s removal from office under this section. Vacancies on Management Committee 16. (1) If a casual vacancy happens on the management committee, the continuing members of the committee may appoint another member of the association to fill the vacancy until the next annual general meeting. (2) The continuing members of the management committee may act despite a casual vacancy on the management committee. (3) However, if the number of committee members is less than the number fixed under these rules as a quorum of the management committee,1 the continuing members may act only to (a) increase the number of management committee members to the number required for a quorum ; or (b) call a general meeting of the association. Functions of Management Committee 17. (1) Subject to these rules or a resolution of the association members carried at a general meeting, the management committee (a) has the general control and management of the administration of the affairs, property and funds of the association; and (b) has authority to interpret the meaning of these rules and any matter relating to the association on which the rules are silent. (2) The management committee may exercise the powers of the association (a) to borrow, raise or secure the payment of amounts in a way the association members decide; and (b) to secure the amounts mentioned in paragraph (a) or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the association in any way, including by the issue of debentures (perpetual or otherwise) charged upon the whole or part of the association s property, both present and future; and (c) to purchase, redeem or pay off any securities issued; and (d) to borrow amounts from members and pay interest on the amounts borrowed; and 66 67

38 (e) to mortgage or charge the whole or part of its property; and (f) to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the association; and (g) to provide and pay off any securities issued; and (h) to invest in a way the members of the association may from time to time decide. (3) For sub-section (2)(d), the rate of interest must not be more than the current rate being charged for overdrawn accounts on money lent (regardless of the term of the loan) by (a) the financial institution for the association; or (b) if there is more than 1 financial institution for the association the financial institution nominated by the association. Meetings of Management Committee 18. (1) Subject to subsections (2) to (16), the management committee may meet and conduct its proceedings as it considers appropriate. (2) The management committee must meet at least once every 4 months to exercise its functions. (3) The committee must decide how a meeting is to be called. (4) Notice of a meeting is to be given in the way decided by the committee. (5) If the secretary receives a written request signed by at least 33% of the management committee members, the secretary must call a special meeting of the committee. (6) A request for a special meeting must state (a) why the special meeting is being called; and (b) the business to be conducted at the meeting. (7) At a management committee meeting, more than 50% of the members elected or appointed to the committee as at the close of the last general meeting of the members form a quorum. (8) A question arising at a committee meeting is to be decided by a majority vote of committee members present at the meeting and, if the votes are equal, the question is decided in the negative. (9) A management committee member must not vote on a question about a contract or proposed contract with the association if the member has an interest in the contract or proposed contract, and if the member does vote the member s vote must not be counted. (10) The secretary must give each management committee member at least 14 days notice of a special meeting of the committee. (11) A notice of a special meeting must state (a) the day, time and place of the meeting; and (b) the business to be conducted at the meeting. (12) The president or, if there is no president or if the president is not present within 10 minutes after the time fixed for a management committee meeting, the vice-president is to preside as chairperson at the meeting

39 (13) If the president and the vicepresident are absent from a management committee meeting, the members may choose 1 of their number to preside as chairperson at the meeting. (14) If a quorum is not present within 30 minutes after the time fixed for a management committee meeting called on the request of committee members, the meeting lapses. (15) If a quorum is not present within 30 minutes after the time fixed for a management committee meeting called other than on the request of committee members, the meeting is to be adjourned to (a) the same day, time and place in the next week; or (b) a day, time and place decided by the committee. (16) If, at the adjourned meeting mentioned in subsection (15), a quorum is not present within 30 minutes after the time fixed for the meeting, the meeting lapses. Delegation of Management Committee Powers 19. (1) The management committee may delegate the whole or part of its powers to a subcommittee consisting of the association members considered appropriate by the committee. (2) A subcommittee may only exercise delegated powers in the way the management committee decides. (3) A subcommittee may elect a chairperson of its meetings. (4) If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the members present may choose 1 of their number to be chairperson of the meeting. (5) A subcommittee may meet and adjourn as it considers appropriate. (6) A question arising at a subcommittee meeting is to be decided by a majority vote of the members present at the meeting and, if the votes are equal, the question is decided in the negative. Acts not Affected by Defects or Disqualifications 20. (1) An act performed by the management committee, a subcommittee or a person acting as a member of the management committee is taken to have been validly performed. (2) Subsection (1) applies even if the act was performed when (a) there was a defect in the appointment of a member of the management committee, subcommittee or person acting as a member of the management committee; or (b) a management committee member, subcommittee member or person acting as a member of the management committee was disqualified from being a member. Resolutions of Management Committee without Meeting 21. (1) A written resolution signed by each member of the management committee for the time being entitled to receive notice of a committee meeting is as valid and effectual as if it had been passed at a committee meeting that was properly called and held

40 (2) A resolution mentioned in subsection (1) may consist of several documents in like form, each signed by 1 or more members of the committee. First General Meeting 22. (1) The first general meeting must be held not less than 1 month, and not more than 3 months, after the day the association is incorporated. (2) The management committee must decide where the meeting is to be held. (3) The business to be conducted at the first general meeting must include the appointment of an auditor. First Annual General Meeting 23. The first annual general meeting must be held within 18 months after the day the association is incorporated. Subsequent Annual General Meetings 24. Each subsequent annual general meeting must be held (a) at least once each year; and (b) within 6 months after the end of the association s previous financial year. Business to be Conducted at Annual General Meeting 25. The following business must be conducted at each annual general meeting (a) receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of the association for the last financial year; (b) receiving the auditor s report on the financial affairs of the association for the last financial year; (c) presenting the audited statement to the meeting for adoption; (d) electing members of the management committee ; (e) appointing an auditor. Special General Meeting 26. (1) The secretary may only call a special general meeting by giving each member notice of the meeting within 14 days after (a) being directed to call the meeting by the management committee ; or (b) being given a written request signed by (i) at least 33% of the members of the association presently on the management committee ; or (ii) at least the number of ordinary members of the association equal to double the number of members of the association presently on the management committee plus 1; or (c) being given a written notice of an intention to appeal against the decision of the management committee (i) to reject an application for membership ; or (ii) to terminate a person s membership. (2) A request mentioned in subsection (1)(b) must state (a) why the special general meeting is being called; and (b) the business to be conducted at the meeting.

41 Notice of General Meeting 27. (1) The secretary may call a general meeting of the association. (2) The secretary must give at least 14 days notice of the meeting to each association member. (3) The management committee may decide the way in which the notice must be given. (4) However, notice of the following meetings must be given in writing (a) a meeting called to hear and decide the appeal of a member against the rejection or termination of the member s membership by the management committee ; (b) a meeting called to hear and decide a proposed special resolution of the association. (5) A notice of a general meeting must state the business to be conducted at the meeting. Quorum for, and Adjournment of, General Meeting 28. (1) Subject to subsection (5), at a general meeting the number of members equal to double the number of members of the association presently on the management committee plus 1 form a quorum. (2) No business may be conducted at a general meeting unless a quorum of members is present when the meeting proceeds to business. (3) If a quorum is not present within 30 minutes after the time fixed for a general meeting called on the request of members of the management committee or the association, the meeting lapses. (4) If a quorum is not present within 30 minutes after the time fixed for a general meeting called other than on the request of members of the management committee or the association, the meeting is to be adjourned to (a) the same day, time and place in the next week; or (b) a day, time and place decided by the management committee. (5) If at an adjourned meeting, a quorum under subsection (1) is not present within 30 minutes after the time fixed for the meeting, the members present form a quorum. (6) The chairperson may, with the consent of any meeting at which a quorum is present, and must if directed by the meeting, adjourn the meeting from time to time and from place to place. (7) If a meeting is adjourned under subsection (6), only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting. (8) The secretary is not required to give the members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days. (9) If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting. (10) In this rule member includes a person attending as a proxy or representing a corporation that is a member

42 Procedure at General Meeting 29. (1) Subject to these rules, at each general meeting (a) the president or, if there is no president or if the president is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the vice-president is to preside as chairperson; and (b) if the vice-president is absent or unwilling to act as chairperson, the members present must elect 1 of their number to be chairperson of the meeting; and (c) the chairperson must conduct the meeting in a proper and orderly way; and (d) each question, matter or resolution must be decided by a majority of votes of the members present; and (e) each member present and entitled to vote is entitled to 1 vote only and, if the votes are equal, the chairperson has a casting vote as well as a primary vote; and (f) a member is not entitled to vote at a general meeting if the member s annual subscription is in arrears at the date of the meeting; and (g) voting may be by a show of hands or a division of members, unless at least 20% of the members present demand a secret ballot; and (h) if a secret ballot is held, the chairperson must appoint 2 members to conduct the secret ballot in the way the chairperson decides; and (i) the result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held; and (j) a member may vote in person or by proxy or by attorney and (i) on a show of hands, each person present who is a member or a representative of a member has 1 vote; and (ii) in a secret ballot, each member present in person or by proxy or by attorney or other properly authorised representative has 1 vote; and (k) an instrument appointing a proxy must be in writing; and (i) (ii) if the appointor is an individual signed by the appointor or the appointor s attorney properly authorised in writing; or if the appointor is a corporation either under seal or signed by a properly authorised officer or attorney of the corporation; and (l) a proxy may be a member of the association or another person; and (m) the instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot; and (n) if someone wants to give a member an opportunity to vote for or against a resolution, the instrument appointing a proxy must be in the following or like form 76 77

43 Association: I,... of..., being a member of the association,... appoint... of...as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of..., 20..., and at any adjournment of the meeting. Signed this... day of..., Signature... * in favour of This form is to be used... the resolution. *against *Strike out whichever is not wanted. (Unless otherwise instructed, the proxy may vote as the proxy considers appropriate.); and (o) (p) (q) each instrument appointing a proxy must be given to the secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote; and 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 ; and the secretary must ensure the minute book for each general meeting is open for inspection at all reasonable times by any financial member who previously applies to the secretary for the inspection. (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. By-laws 30. (1) The management committee may make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the association. (2) A by-law may be set aside by a vote of members at a general meeting of the association. Alteration of Rules 31. (1) Subject to the Associations Incorporation Act 1981, these rules may be amended, repealed or added to by a special solution carried at a general meeting. (2) However an amendment, repeal or addition is valid only if it is registered by the chief executive. Common Seal 32. (1) The management committee must ensure the association has a common seal

44 (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. Funds and Accounts 33. (1) The funds of the association must be kept in an account in the name of the association in a financial institution decided by the management committee. (2) Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the association. (3) All amounts must be deposited in the financial institution account as soon as practicable after receipt. (4) If an amount of $100 or more is paid by cheque, the cheque must be signed by any 2 of the following (a) the president; (b) the secretary; (c) the treasurer; (d) another member authorised by the management committee for the purpose. (5) Cheques, other than cheques for wages, allowances or petty cash recoupment, must be crossed not negotiable. (6) A petty cash account must be kept on the imprest system, and the management committee must decide the amount of petty cash to be kept in the account. (7) All expenditure must be approved or ratified at a management committee meeting. (8) The treasurer must, as soon as practicable after the end of each financial year, ensure a statement containing the following particulars is prepared (a) the income and expenditure for the financial year just ended; (b) the association s assets and liabilities at the close of the year; (c) the mortgages, charges and securities affecting the property of the association at the close of the year. (9) If the association is incorporated within 3 months before the end of the association s financial year, subsection (8) does not apply for the financial year in which the association is incorporated. (10) The auditor must examine the statement prepared under subsection (8) and present a report about it to the secretary before the next annual general meeting following the financial year for which the audit was made. (11) The income and property of the association must be used solely in promoting the association s objects and exercising the association s powers. Documents 34. The management committee must ensure the safe custody of books, documents, instruments of title and securities of the association

45 Financial Year 35. The financial year of the association closes on (insert date) in each year. Distribution of Surplus Assets to Another Entity 36. (1) This section applies if the association (a) is wound-up under part 10 of the Act; and (b) it has surplus assets. (2) The surplus assets must not be distributed among the association members. (3) The surplus assets must be given to another entity (a) having objects similar to the association s objects; and (b) the rules of which prohibit the distribution of the entity s income and assets to its members. In this section surplus assets has the meaning given by section 92(3) of the Act. Useful contacts This section outlines a number of useful government and industry contacts relevant to incorporated associations. Office of Fair Trading disclaimer The contact details listed below are subject to change over time. Some of these organisations and government services may change or discontinue their operation. These details were current at the time of printing. The Office of Fair Trading recommends that you attempt to search for any changed details through telephone directories and internet searches. QUEENSLAND GOVERNMENT Department of Tourism, Fair Trading and Wine Industry Development Phone: (07) Office of Fair Trading Contact your nearest Office of Fair Trading for the cost of a local call by phoning The mail, and fax contacts for these offices are listed below. Regional offices change location from time to time. Check for up-to-date addresses or call GPO Box 3111, Brisbane Qld 4001 Phone: for all enquiries Fax: (07) For Deaf/Hearing Impaired Phone: (07) TTY You can also visit our website at Brisbane [email protected] Address: Level 21, State Law Building, 50 Ann Street, Brisbane GPO Box 3111, Brisbane, QLD, 4001 Facsimile: (07) Cairns [email protected] Address: McLeod Street, Cairns PO Box 3067, Cairns, QLD, 4870 Facsimile: (07)

46 Mackay Address: Level 1, Post Office Square, Sydney Street, Mackay PO Box 146, Mackay, QLD, 4740 Facsimile: (07) Maroochydore Address: Unit 5, WIN Television Centre, Cnr Baden Powell St & Maroochydore Road, Maroochydore PO Box 870, Maroochydore, QLD, 4558 Facsimile: (07) Rockhampton Address: Ground Floor, State Government Building, 209 Bolsover St, Rockhampton PO Box 303, Rockhampton, QLD, 4700 Facsimile: (07) Southport Address: 7 Short Street, Southport PO Box 2565, Southport, QLD, 4215 Facsimile: (07) Toowoomba [email protected] Address: 137 Herries Street, Toowoomba PO Box 841, Toowoomba, QLD, 4350 Facsimile: (07) Townsville [email protected] Address: Ground Floor, State Government Building, Cnr Stanley & Walker Street, Townsville, PO Box 2009, Townsville, QLD, 4810 Facsimile: (07) Wide Bay [email protected] Address: Ground Floor, Brendan Hansen Building, 54 Main Street, Pialba, QLD, 4655 PO Box 3408, Hervey Bay, QLD, 4655 Facsimile: (07) Department of Justice and Attorney-General Dispute Resolution Branch For assistance in mediating disputes. Address: GPO Box 149, Brisbane Qld 4001 Phone: (07) or outside Brisbane call (toll free) Fax: (07) Justices of the Peace Can assist with finding a Justice of the Peace. Monday Friday, 8:30am 5:00pm Phone: Website: Department of Natural Resources, Mines and Energy The Titles Registration Customer Advisory Service can assist with transferring of property from an unincorporated association (usually a trustee) to an incorporated association. Phone: (07) Address: Level 7, 144 Edward Street Brisbane Qld 4001 Check website for location of regional offices Website: Department of State Development and Innovation A Queensland Government Department providing a range of services for business, including: Government Business Information Services (GOBiS): Provides information and contacts for State and Commonwealth Government support services for business. SmartLicence: A one-stop-shop providing free tailored information packages containing information on all licences, registrations and permits issued by Local, State and Commonwealth Governments

47 Business Resource Centre: Provides detailed information packages which helps assess business viability and assist clients with business planning. Phone: ( for interstate and international callers) Website: State Development and Innovation Centres: Provide services to business including delivery of seminars and workshops. Phone: ( for interstate and international callers) Website: Gambling Community Benefit Fund Provides grants to Queensland based not-forprofit community groups to deliver services and activities to Queensland communities. Phone: or (07) Website: Goprint To purchase copies of Queensland legislation. Phone: (07) or outside Brisbane call (toll free) Website: Legal Aid Queensland Provides information, advice and representation in family, civil, and criminal law matters for financially and socially disadvantaged Queenslanders. Phone: Website: Small Claims Tribunal Deals with disputes involving set amounts of up to $7500 without the need to use a lawyer. Phone: (07) Website: FEDERAL GOVERNMENT Australian Taxation Office (ATO) Information and assistance with federal tax and GST obligations. Phone: Website: Office of the Federal Privacy Commissioner Oversees the Privacy Act 1988 and sets down national privacy principles for the use of personal information. Phone: Website: INDUSTRY AND OTHER ORGANISATIONS AON Risk Services Provides an insurance brokerage service and general insurance advice to not-for-profit organisations by arrangement with the Queensland Government. Phone: Website: Caxton Legal Centre Inc Produces a comprehensive manual for larger incorporated associations featuring advice on issues such as insurance, taxation, employment, art unions and poker machines (for purchase). Phone: (07) Fax: (07) Website: CPA Australia Can assist with finding a certified practising accountant. Address: Level 7 & 8, 307 Queen Street, Brisbane QLD 4000 Phone: (07) ( outside Brisbane) Fax: (07) [email protected] Website:

48 Insurance Enquiries and Complaints Ltd An independent national external body approved by ASIC which provides general advice and assistance with handling disputes with an insurance company. Phone: Website Institute of Chartered Accountants (Qld) Can assist with finding a chartered accountant who specialises in areas such as tax, auditing and/or financial planning. Address: Level 1, 200 Mary Street, Brisbane QLD 4001 Phone: (07) Fax: (07) [email protected] Website: National Institute of Accountants (Queensland Division) Can assist with finding an accountant recognised for practical, hands-on skills and a broad understanding of the total business environment. Phone: (07) Fax: (07) [email protected] Website: Standards Australia Has a complaints handling standard available for purchase. Phone: Website: Glossary of terms AGM Annual General Meeting, which is a meeting attended by the management committee, members and other invited guests once each calendar year to update on the association s activities and financial statements Amalgamation When an association joins with one or more other incorporated associations to form a new association Annual return An annual requirement to submit Form 12 - Annual Return of Association and copies of the association s audited financial statements to OFT Association An association, society, body or other entity registered under the Act which carries out a lawful purpose Audit A review of the association s financial statements by a suitably qualified person which provides protection to members by ensuring the association s funds and assets have been managed appropriately and honestly Cancellation The cancellation of an association s incorporation by OFT Common seal A rubber stamp used to legally identify the association on all documentation Management committee A committee which is responsible for the operation of the association, and of which the President, Treasurer and Secretary are members Mediation A form of dispute resolution that does not involve the legal system Model rules The standard set of rules through which an association is governed, or a template for creating an association s rules in accordance with the Regulation OFT Office of Fair Trading, Department of Tourism, Fair Trading and Wine Industry Development President An office bearer of an association who chairs the management committee and is ultimately responsible for the performance of the association 88 89

49 Proxy voting A system of voting where members unable to attend a meeting in person are able to appoint another person to vote on their behalf Public liability insurance Insurance which must be held by associations who own any property (minimum value $1,100,000) Quorum The minimum number of people that must be present at a meeting before it can proceed Rules The rules the association has registered with OFT (this can be the Model Rules or their own rules) Secretary The management committee must appoint a Secretary, which is a position of responsibility in the association, though not necessarily a member of the association (Act Section 66 (1)(c)). Show cause notice a notice issued by OFT informing associations that unless they can provide sitable reasons ( show cause ), their incorporation will be cancelled Special resolution A decision passed by the association through the votes of threequarters of the members who are present and entitled to vote on the resolution The Act Associations Incorporation Act 1981 The Regulation Associations Incorporation Regulation 1999 Treasurer An office bearer who is responsible for the financial management of the association Winding up A decision made by members via a special resolution to voluntarily discontinue their operations as an incorporated association Index Audit...36, 37, 46 Auditor... 36, 54 Amalgamation...41 Annual general meeting Calling...35 Preparing for...35 Annual return...46, 48, 55 Bank statements... 11, 45 Cancellation...5 Cash book... 44, 47 Change of details Change of name...40, 56 Change of rules... 41, 56 Common seal...9 Complaint management Constitution...4 Disputes... 7, 49 Financial account...9 Financial management Financial transaction...11 General meetings Agenda Calling...35 Conducting Legal entity... 1 Management committee...13, 14, 15 Electing...16 Responsibilities...18 Mediation...51 Membership Minors...17 Minute book... 12, 25 Model Rules...3, 58 Petty cash book... 11, 25, 44, 45 President Change of Public liability insurance...9, 54 Quorum Receipt book... 11, 23, 44 Register of assets Register of members Reporting

50 Secretary Change of...55 Special general meeting...29 Special resolution...39 Treasurer Change of Voting...38 Proxy Postal...39 Winding up...42, 57 92

51 Office of Fair Trading disclaimer This publication provides a basic guide to Queensland s Associations Incorporation Act 1981 (the Act). It is not a comprehensive statement of the Act, or a complete manual for the day-to-day running of your association. If you are involved in operating an incorporated association, this guide will be useful in ensuring your association s operations, management and reporting requirements comply with the legislation. In all cases where there is a variation between the wording in this guide and the wording in the Act, the wording of the Act applies. If you are unsure how the Act applies to your situation, please seek independent legal advice. If a reasonable period of time has passed between the publication of this guide (December 2004) and now, you should consider contacting the Office of Fair Trading after you ve read this. This will ensure you have up to date information (see page 84 of this guide for contact details). Please note case studies contained in this guide are for illustration purposes only. The Incorporated Associations Good Business Guide is designed to help Queensland incorporated associations meet the requirements of the Associations Incorporation Act 1981 and Associations Incorporation Regulation This Guide is designed for newly incorporated associations, existing incorporated associations needing help to understand the law, and also for associations considering incorporation. It contains information on: what incorporation is the Office of Fair Trading s role operational guidelines under the Act financial management resolving disputes, and useful contacts December 2004 The State of Queensland (Office of Fair Trading, an office of the Department of Tourism, Fair Trading and Wine Industry Development) Copyright protects this publication. The State of Queensland has no objection to this material being reproduced but asserts its right to be recognised as author of its original material and the right to have its material remain unaltered.