# Associations Incorporation Act 1981 (Victoria)/Part V

PART V—MANAGEMENT

## 23 First committee of incorporated association

Unless the rules of an incorporated association otherwise provide, the first members of the committee of the incorporated association are the persons who were the members of the committee of the association immediately before the association was incorporated.

## 24 First public officer

(1) The first public officer of an incorporated association is—
(a) the person upon whose application the association was incorporated; or
(b) if the application provides for a different person, that person.
(2) A person cannot be the first public officer of an incorporated association unless the person—
(a) consents to being named as the first public officer; and
(b) has attained the age of 18 years; and
(c) is resident in the State.

## 25 Public officer

(1) Where the office of public officer of an incorporated association at any time becomes vacant, the committee of the incorporated association shall, within fourteen days after the vacancy arises, appoint a person to fill the vacancy.
(2) A person is incapable of being appointed as a public officer of an incorporated association unless—
(a) he has attained the age of eighteen years; and
(b) he is resident in the State.
(3) The acts of a public officer are not invalid by reason only of any defect that may be discovered in his appointment or qualification.

## 26 Public officer may hold other offices

The public officer of an incorporated association may, unless its rules otherwise provide, hold any other office in the incorporated association.

## 27 Removal of public officer and vacancy in office

(1) An incorporated association may remove a public officer from his office.
(2) The office of public officer of an incorporated association becomes vacant if the person holding that office—
(a) dies;
(b) resigns his office by writing under his hand addressed to the committee of the incorporated association;
(c) is removed from office;
(d) becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his creditors or makes an assignment of his estate for their benefit;
(e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(f) ceases to be resident in this State.

## 28 Address of public officer

(1) The public officer of an incorporated association shall, within fourteen days after his appointment, give notice in writing in the form approved by the Registrar and containing the prescribed particulars to the Registrar of his appointment and of his full name and address in Victoria, together with the prescribed fee (if any).

## 29 Special resolution

(1) For the purpose of this Act a resolution of an incorporated association is a special resolution if it is passed in accordance with this section.
(2) A special resolution is passed at a meeting if—
(a) of the entitled members of the incorporated association who vote in person or (if proxies are allowed) by proxy at the meeting, not less than three quarters vote in favour of the resolution; and
(b) any additional requirements of the rules of the incorporated association relating to the passing of a special resolution have been met.
(2A) If, in the opinion of the Registrar it is not practicable for a resolution to be passed in the manner specified in subsection (2)(a), the resolution may be passed in a manner specified by the Registrar.
(2B) An incorporated association may apply to the Registrar for approval to pass a special resolution otherwise than in the manner specified in subsection (2)(a).
(3) A resolution is not to be considered to have been passed as a special resolution under subsection (2) unless not less than 21 days notice has been given in accordance with the rules to all of the entitled members of the incorporated association specifying the intention to propose the resolution as a special resolution.
(4) At any meeting at which a special resolution is submitted, a declaration by the chairperson that the resolution has been carried is conclusive proof of the fact unless a poll is demanded.
(5) In this section entitled member means a member of the incorporated association who is entitled under the rules of the incorporated association to vote.

## 29A Duties of committee members

(1) A member or former member of the committee of an incorporated association must not knowingly or recklessly make improper use of information acquired by virtue of his or her position in the incorporated association so as to gain, directly or indirectly, any pecuniary benefit or material advantage for himself or herself or any other person, or so as to cause a detriment to the incorporated association.
    Penalty: 60 penalty units.
(2) A member of the committee of an incorporated association must not knowingly or recklessly make improper use of his or her position in the incorporated association so as to gain, directly or indirectly, any pecuniary benefit or material advantage for himself or herself or any other person or so as to cause detriment to the incorporated association.
    Penalty: 60 penalty units.
(3) If a person is found guilty of an offence against this section, the court, in addition to imposing any penalty, may order the person to pay a sum specified by the court to the incorporated association as compensation.
(4) An order made under subsection (3) must be taken to be a judgment debt due by the offender to the incorporated association and payment of any amount remaining unpaid under the order may be enforced in the court by which it was made.

## 29B Disclosure of interest

(1) A member of the committee of an incorporated association who has any direct or indirect pecuniary interest in a contract, or proposed contract, with the incorporated association—
(a) must, as soon as he or she becomes aware of his or her interest, disclose the nature and extent of his or her interest to the committee; and
(b) must disclose the nature and extent of his or her interest in the contract in the statement submitted under section 30(3) by the incorporated association to its members at the next annual general meeting of the incorporated association.
    Penalty: 10 penalty units.
(2) Subsection (1) does not apply in respect of a pecuniary interest that exists only by virtue of the fact—
(a) that the member of the committee is an employee of the incorporated association; or
(b) that the member of the committee is a member of a class of persons for whose benefit the incorporated association is established; or
(c) that the member of the committee has the pecuniary interest in common with all or a substantial proportion of the members of the incorporated association.
(3) If a member of the committee of an incorporated association discloses a pecuniary interest in a contract, or proposed contract, in accordance with this section, or his or her interest is not such as need be disclosed under this section—
(a) the contract is not liable to be avoided by the incorporated association on any ground arising from the fiduciary relationship between the member and the association; and
(b) the member is not liable to account for profits derived from the contract.

## 29C Voting on contract in which committee member has interest

(1) A member of the committee of an incorporated association who has any direct or indirect pecuniary interest in a contract, or proposed contract, with the incorporated association must not take part in any decision of the committee with respect to that contract but may, subject to the provisions of this Part, take part in any deliberations with respect to that contract.
    Penalty: 10 penalty units.
(2) Subsection (1) does not apply in respect of a pecuniary interest—
(a) that exists only by virtue of the fact that the member of the committee is a member of a class of persons for whose benefit the incorporated association is established; or
(b) that the member of the committee has in common with all or a substantial proportion of the members of the incorporated association.

## Footnotes

* ↑ S. 24 substituted by No. 8/2003 s. 8.
* ↑ S. 25(2)(a) amended by Nos 69/1987 s. 5(1), 73/1996 s. 6(2).
* ↑ S. 25(2A) inserted by No. 69/1987 s. 5(2), repealed by No. 73/1996 s. 6(3).
* ↑ S. 25(2B) inserted by No. 69/1987 s. 5(2), repealed by No. 73/1996 s. 6(3).
* ↑ S. 27(2)(f) amended by No. 69/1987 s. 5(3)(a).
* ↑ S. 27(2)(g) repealed by No. 69/1987 s. 5(3)(b).
* ↑ S. 28(1) amended by No. 35/2000 s. 3(c).
* ↑ S. 28(2) repealed by No. 57/1997 s. 16.
* ↑ S. 29 amended by No. 10236 s. 8(2)(a), substituted by No. 57/1997 s. 17.
* ↑ S. 29(2A) inserted by No. 8/2003 s. 9.
* ↑ S. 29(2B) inserted by No. 8/2003 s. 9.
* ↑ S. 29A inserted by No. 57/1997 s. 18.
* ↑ S. 29B inserted by No. 57/1997 s. 18.
* ↑ S. 29C inserted by No. 57/1997 s. 18.