On 24 August 2021, the Government introduced the Associations Incorporation (Miscellaneous) Amendment Bill 2021 (the Bill) into the House of Assembly. The Bill represents the most important reform of the Associations Incorporation Act 1985 (SA) for many years, and potentially indicates a ‘ramping up’ of regulation of the association structure.
Some of the key changes are:
- Minimum of five members – an association must have a minimum of five members, all of whom must have voting rights.
- Minimum of three directors – the committee of an association must consist of at least 3 members who are ordinarily resident in Australia, and are all aged 18 years or over.
- Powers of associations – proposed changes will allow an association to restrict the list of powers contained in the legislation, but will prevent them from expanding that list.
- Model Rules – model rules may be prescribed for associations generally, or any class of associations. Importantly, this includes the ability to specify rules that are:
- mandatory (which will apply to every relevant association of their own force, and override any other provisions that are inconsistent);
- replaceable (which will apply unless expressly excluded); and
- recommended (which will only apply if adopted).Existing associations will be grandfathered from this change, unless they alter their Constitutions after the commencement of the model rules.
- Governance Principles – the legislation may include ‘minimum internal governance principles’ which associations (or a class of associations) will have to observe.
- Annual Verification Statements – all associations will be required to file an annual verification statement in accordance with the Regulations. There is an ability to exempt a class of associations from the new requirement via the Regulations. It is hoped that this will be used to carve out registered charities (who already lodge annual statements with the ACNC).
- Additional Enforcement Powers – the Commissioner is given a range of new and improved enforcement powers, including: questioning persons; entry and inspection; notices regarding non-compliance; changing an association’s rules; declaring disqualified persons; requiring a review or audit of the association’s accounts; calling meetings; appointing an administrator; deregistration; naming possibly defunct associations; and appointing a public officer.
- Principal Place of Operations – an association that ‘solely or primarily operates in a particular jurisdiction’ will be required to notify CBS of that fact within 6 months of the commencement of the amending legislation.
Note that the Bill has not yet been passed; also that there is likely to be a transition period of twelve months for many of the changes.
To view the Minter Ellison article in full, click here.