consumer.vic.gov.au Becoming an incorporated association

The Associations Incorporation Reform Act 2012 The law You can get copies of the Act at consumer.vic.gov.au go to :resources- and-education/legislation or purchase the Act at Victorian Government Bookshop Level 20, 80 Collins Street Melbourne

The Registrar  maintains the register of associations  ensures associations are complying with the Act  appoints inspectors to investigate associations Consumer Affairs Victoria

Deciding to become an incorporation  Creates a legal entity  Protects members from being individually responsible  May be required if applying for grants and funding  Association continues when membership changes  Will have legal obligations under the Act  Members must follow rules of association

Trading is allowed  You do not have to seek permission  Includes the right to make profit IMPORTANT: Profits or surplus must only be used to achieve the purposes of the association. Profits must not be distributed to members.

Applying for incorporation  Have a meeting - 21 days notice  Majority to agree  Authorise a member to apply  Vote on name, purpose and rules  Lodge application with fee The authorised person lodges the application and provides a postal address to the Registrar. Download application form from consumer.vic.gov.au

The rules Vote to adopt model rules - include name, purpose, financial year end date OR Vote to adopt own rules - must comply with the Act - must be submitted to Registrar for approval To adopt or change the Rules or Constitution a special resolution must be passed by 75% of members present at the meeting.

Your rules must include:  The associations name & purpose  Members rights & obligations  How a member resigns or ceases to be a member  Process to appoint & terminate the secretary  Preparing & keeping minutes of meetings  How members can access minutes of general meetings  Members right of access, if any, to committee minutes If you decide to create your own rules then Schedule 1 of the Act outlines the items that must be covered.

General matters  Post Office Box  Common seal  Bank account  Insurance  Financial systems The Secretary must provide a postal address and the Association must have its own bank account.

The secretary Maintains membership register Lodges annual statement Applies to Registrar for approval for - alterations to rules - statement of purpose - change of name Notifies Registrar of - change of details - special resolutions relating to winding up If the office of the secretary becomes vacant, it must be filled within 14 days. The registrar must be notified within 14 days of the appointment.

Committee & office holders  The rules must include structure of committee and how a committee member or office holder is appointed or elected  The secretary may also hold another office Example of a committee:President Vice-president Secretary Treasurer Plus 3 ordinary committee members

Committee meetings Model rules provides:  At least 4 meetings per year  7 day notice  Quorum required (majority present) An association's own rules should include details about Committee meetings, notices, quorum, voting and matters the committee is delegated to manage.

Committee members Manage the association's affairs Must not make improper use of their position Avoid conflict of interest Ensure compliance with statutory obligations

Membership Who? Rights? Responsibilities?

Annual General Meetings  14 days notice  Quorum (as per rules)  Voting  Reports Special resolutions - Must give 21 days notice and be passed by 75% of members present at the meeting.

Annual financial statement form  Sent out one month after your financial year end date  Must include accounts presented to members (AGM)  Must include certificate signed by a committee member who attended AGM CAV will send you the annual financial statement form. This must be completed and submitted to Registrar within 1 month of AGM.

Annual financial reporting requirements Form 1  Certifies financial statements reviewed & submitted by committee are true & fair  Must be - signed by 2 committee members - included with financial statements presented to members at AGM Form 1 will be sent out with the Annual Statement.

Annual financial reporting requirements Annual Statement  Must be completed & lodged by secretary - within 1 month of AGM  Must include -financial statements as presented to members -review or audit reports, if required -a declaration signed by the secretary (if a committee member) OR a committee member who attended the AGM The declaration to be signed by a committee member who attended the AGM is on the last page of the Annual Statement.

What tier is our association? This is based on your association's total gross revenue Tier one: Total gross revenue is less than $250,000 Tier two: Total gross revenue is between $250,000 & $1,000,000 Tier three: Total gross revenue is more than $1,000,000 Total gross revenue = all income from all activities before any expenses are deducted.

Important For further information about the review and audit requirements for each of the tiers visit consumer.vic.gov.au All associations  must keep all financial records for 7 years  present a true and fair view of your financial position Tier one: send in your completed annual statement Tier two: statements must be independently reviewed Tier three: statements must be independently audited

Legal obligations Maintain records Conduct annual general meetings Lodge annual statements Notify Registrar of changes Display registered name & number of association Notify Registrar on winding-up the association Have & use an internal grievance procedure See slide 2 for how top download or purchase the Associations Incorporation Reform Act 2012.

Resolving disputes 1. Have and use an internal grievance procedure within your rules or model rules 2. Seek mediation Dispute Settlement Centre of Victoria ~ freecall Take legal action Magistrates Court Note: taking legal action should be a last resort. You should get independent legal advice and understand the full costs and possible outcomes.

Other contacts Public Interest Law Clearing House Guide for Public Officers and Secretaries pilch.org.au or Australian Taxation Office Induction package for new administrators ato.gov.au/nonprofit/ Dispute Settlement Centre Victoria (DSCV) disputes.vic.gov.au Australian Charities & Not-for-Profits Commission (ACNC)

Contact us Translating & Interpreting Service consumer.vic.gov.au Victorian Consumer & Business Centre 113 Exhibition Street, Melbourne Our services are free