NT Associations Incorporation Act 2012

The public Associations Act

Most community local sporting clubs are established as incorporated associations. In the Northern Territory, incorporated associations are governed under the Associations Act.

Gambling and Licensing Services (GLS) oversees the Associations Act.

The Northern Territory Government, via the Department of Business provides a highly informative website for clubs who have registered or considering registering as an incorporated association.  This information can be accessed by clicking:

http://www.dob.nt.gov.au/gambling-licensing/business/incorporated-associations/Pages/default.aspx

The Associations Act provides registered clubs and associations with direction on the following topics:

  • The incorporation process and its effects
  • Information to be included in incorporated association rules
  • Amalgamating one or more existing incorporated associations
  • Memberships
  • Responsibilities for running meetings
  • Appointment and responsibilities of office holders
  • Financial reporting requirements
  • Processes for winding up or transferring incorporated associations

This following information should be treated as a guide only. Your club should contact the Department of Business, Gambling and Licensing Services  or seek advice specific to the needs of your club when considering its obligations under the Associations Act.

 

Effect of becoming an Incorporated Association

On the issue of a certificate of incorporation by the Commissioner of Consumer Affairs (Commissioner) an incorporated association:

  • Becomes an entity which continues in perpetuity
  • May hold and dispose of real and personal property
  • May sue and be sued
  • Has the power to borrow funds and give securities over association assets

 

May never distribute profits or assets to members 

Incorporated Associations must never, under any circumstances, distribute profits or dispose of assets, of the association to members.

This does not include the following circumstances:

  • Paying reasonable remuneration to a members for work done by that member for or on behalf of the association
  • Any payments or disposals made which are incidental to activities carried on by the association in accordance with its objectives.

 

Naming conventions and requirements

The name of the incorporated association (club) must have the word “Incorporated” as the last word of its name.

For example

Darwin Olympic Sporting Club Incorporated

Darwin Olympic Sporting Club (Incorporated)

Darwin Olympic Sporting Club Inc.

Clubs must ensure that its full name appears on:

  • All notices, advertisements and club publications
  • All business documents, invoices, receipts,

If clubs fail to include their name in full on the above documents they may be fined.

 

Changing your club name

If a club wishes to change its name, it must first receive approval of clubs members to make the change in accordance with the club’s constitution.

Clubs must notify the Commissioner using the correct form provided on the Department of Business website which can be accessed by clicking the following web link:

http://www.dob.nt.gov.au/gambling-licensing/business/incorporated-associations/Pages/default.aspx

 

Constitution of the Incorporated Association (club)

Before a club can be registered as an incorporated association it must have documented rules which are contained in the club’s constitution.

Clubs have the option to develop their own constitution or adopt the Model Constitution as developed and contained in the Regulations of the Associations Act.

If clubs choose the develop their own club constitution it must contain the following information :

  1. Qualification of association members
  2. The responsibilities of the executive officers of the association and the procedure to fill those positions
  3. Procedure to settle disputes between the association and its members
  4. The constitution and powers of the associations’ committee
  5. Procedures defining the conduct of association meetings
  6. Manner in which association funds are managed
  7. Method for altering the association constitution or association objectives or purpose

Clubs can access the Model Constitution by clicking on the following link:

Model Constitution

Regardless of if clubs use their own constitution or the model constitution both will need to include:

  • The associations name
  • Objects and purpose
  • Definition of its minimum number of members

Altering a club constitution

If a club changes its objects or constitution it must within 1 month notify the Commissioner.  Accompanying the notification must also be:

  • A notice of the alteration
  • A copy of the instrument evidencing the alteration (minutes to the general meeting approving the change)
  • A statutory declaration from the Public Officer declaring the alteration and supporting documentation is a true copy and the alteration is authorised in a manner defined by the constitution.

Within one month of the alteration, the public officer must give notice of the alteration in:

  • A newspaper circulating in the local community of the association or where it carries out its activities
  • Any other publication the Commissioner considers appropriate.

 

Officers and committees

Public officer

All clubs must fill the position of Public Officer of the Association.  The Public Officer must be a resident of the Territory and be over the age of 18 years.

The public officer is:

  • is the point of contact for Gambling and Licensing Services and the public
  • is the registered representative of the association, the person whom legal process, notices or documents are served or sent
  • must, together with the other members of the management committee, ensure that the association’s audited annual accounts are lodged
  • is required, together with the other members of the management committee, to make a register of members available for inspection by members of the association
  • must, together with the other members of the management committee, ensure that accurate minutes are recorded and retained
  • must, together with the other members of the management committee, take all reasonable steps to ensure the association complies with the Associations Act and Associations Regulations.
  • is required to notify the Commissioner’s office in writing (see the appointment of public officer or change of address of public officer form) within 14 days of any changes to their contact details occurring
  • must keep a copy of the constitution and make it available to members on request

 

Filling the role of Public Officer

If the role of Public Officer becomes vacant the club has 14 days to appoint a new public officer.  If the club’s committee fails to comply with this obligation, each member of the committee is guilty of an offence.

Furthermore, the new public officer, must within 14 days of their appointment notify the Commissioner of their appointment, name and contact details on the prescribed form which can be accessed by clicking:

http://www.dob.nt.gov.au/gambling-licensing/business/incorporated-associations/Pages/default.aspx

The role of Public Officer may become vacant if the person holding the office:

  • dies
  • becomes bankrupt
  • becomes unsound mind
  • resigns by signed notice to the committee
  • is removed from the office by resolution of the members
  • ceases to be a resident of the Territory
  • any other situation where the person ceases to satisfy their responsibilities under the club’s constitution.

The clubs public officer must also give written notice to the Commissioner within 14 days if they change their address on the prescribed form which can be accessed by clicking:

http://www.dob.nt.gov.au/gambling-licensing/business/incorporated-associations/Pages/default.aspx

 

Duties of club officers

Club officers must not:

  • in exercising their powers or the discharge of their duties of their office, commit an act with intent to deceive or defraud the association, members or creditors of the association or creditors of another person or for any fraudulent purpose.
  • make improper use of information acquired by virtue of their position in the association so as to gain, directly or indirectly, a financial benefit or material advantage or cause a detriment to the association.
  • make improper use of their position so as to gain, directly or indirectly, a financial benefit or material advantage for themselves or another person or so as to cause a detriment to the association.

 

Disclosure of interests

A member of the club committee who has a direct or indirect financial interest in a contract or proposed contract with the association must:

  • as soon as they become aware of the interest, disclose the nature and extent of the interest to the committee
  • disclose the nature and extent of the interest at the next annual general meeting

The member must not take part in any voting or decision about the contract.

This does not apply where the financial interest arises because the member is an employee of the association or is a member of a class of person’s for whose the benefit the association was established.

 

Register of members

The Club must keep a register of members.  The register must contain the following information:

  • The person’s name and address
  • Their class or category of membership
  • The date the person became a member
  • The date a person ceased to be a member must be entered into the register

If the member register is not updated accurately and in a timely manner then the club may be fined.

 

Inspecting the member register

The club must make the members register available for inspection by members at reasonable times or the times specified in the constitution.

 

Meetings

Annual General Meetings 

A club must hold an annual general meeting within the first 18 months after its incorporation and then at least once each calendar year and must be held within five months of the end of the club’s financial year.

Special Resolutions

If clubs wish to pass special resolutions at their annual general meeting or general meeting they need to ensure 21 days notice of the meeting and proposed resolution has been provided to members as per the procedures in the Constitution. The notice should include:

  • The date, time and place of the general meeting
  • The full proposed resolution
  • The intention to raise the resolution as a special resolution

The special resolution will be passed not less than 75% of members voting approve the special resolution and all additional voting requirements contained in the Constitution have been passed.

 

Meeting Minutes

The club must ensure it keeps minutes of all proceedings of general meetings, annual general meetings and committee meetings.

The minutes must be confirmed by the members of the club  present at a subsequent meeting and must be signed by the member who presided at the meeting.

The books containing the meeting minutes of proceedings must be kept at the place the club does business, in the custody of a club officer in accordance with the club constitution.

 

Inspection of general meeting minutes

If a member of the Club requests to inspect the minutes of a general meeting(s) they must be given access to inspect the minutes without charge.

 

Accounts and Audit

Record keeping 

Clubs must keep records which correctly record and explain its transactions and financial position.

Accounting records must ensure that true and fair accounts can be prepared as required and that the statement of accounts can be conveniently and properly audited.

Clubs must retain their financial records for 7 years.

 

Presenting Annual Statements to members

The financial statements must contain the following information relating to the previous financial year:

  • income and expenditure
  • the assets and liabilities  at the end of the financial year
  • any mortgages, charges and securities of any description affecting any property of the club

If the club is a trustee of a trust then additional reporting requirements must be included.

At each Annual General Meeting the committee must present the following documents for consideration by the members at the meeting:

  1. The audited statement of the clubs accounts  in relation to the last financial year
  2. A copy of the auditor’s report relating to the accounts
  3. A report signed by two committee members stating:
    1. The name of each committee  member of the club during the last financial year as well as at the date of the report
    2. The principle activities of the club during the last financial year, noting if there was any significant change to those activities.
    3. The net profit or loss of the club for the financial year.

The committee must ensure there are enough copies of the documents available for viewing by members before and during the annual general meeting.  The committee must also ensure that the audited statement of accounts are available for inspection at least 14 days prior to the annual general meeting.

In the case of a tier 3 club (see below) members must be informed of the availability of the audited annual statements either by a notice:

  • sent to every member
  • published in a newspaper circulating in the local community of the association or where it carries out its activities
  • Any other publication or manner the Commissioner considers appropriate.

Preparation and audit of accounting statements 

For the purposes of preparing accounting statements each financial year, clubs fall into one of three tiers.  Each tier, determined by total club revenue and assets, has different audit requirements.

 

Tier Definition Audit Requirements
1 Gross receipts < $25,000 andGross assets < $50,000
2 Gross receipts > $25,000 (but < $250,000) orGross assets > $50,000 (but < $500,000)Or the club holds a license under the Gaming Machine Act. Audited by a person who:

  • Is a members of an accountants body
  • Holds qualifications in a prescribed class of qualifications or is a member of a class of persons approved by the Commissioner
3 Gross receipts > $250,000 orGross assets > $500,000 Audited by a person who:

  • Holds a public practice certificate issued by an accounts body
  • Holds qualifications in a prescribed class of qualifications or is a member of a class of persons approved by the Commissioner

 

If the appropriately qualified person does not audit the club accounts, each member of the committee is deemed to have committed an offence.

 

Auditor responsibilities

The auditor must report to the club on:

  • The statement of accounts which is to be presented to the members at the clubs annual general meeting
  • The clubs accounting records
  • Any other relevant records

The auditor must state whether the accounts in the auditor’s opinion are:

  • Properly drawn up to a true and fair view of matters
  • Are in accordance with the Associations Act
  • In accordance with applicable Australian Accounting Standards
  • The auditor’s opinion if the accounts do not reflect the above requirements.

The auditor must also form an opinion as to whether they:

  • Obtained all the necessary information
  • Proper records where kept by the association
  • State particulars of any deficiencies or shortcomings in the Accounting Statements, the audit process or the clubs financial accounting and record keeping.

Auditors are entitled to attend a general meeting and must receive all notices that a member would normally receive relating to the meeting.  The auditor is also entitled to speak at the general meeting the accounting statements are being presented to members, even if they are removed or retire at that meeting.

 

Obstructing an auditor

An officer of the club must not (without a lawful excuse):

  • Refuse the auditor access, for the purposes of auditing, to accounting records of the club in the control of an officer of the club
  • Refuse or fail to give within a reasonable time information or an explanation required by the auditor that is within the knowledge of the officer
  • Obstruct the auditor in the performance of their duties or exercise of their powers.

Removal of auditors

Auditors of Tier 2 and 3 clubs may only be removed by:

  • Resolution at an annual general meeting or special general meeting of the club
  • On application of the auditor, with the approval of the Commissioner

The committee must appoint a new auditor and inform the Commissioner of the appointment within 14 days of the role becoming vacant.

 

Lodgement of financial statements

Clubs must lodge with the Commissioner all documents relating to their annual accounts within 28 days of the documents being presented to the annual general meeting or if the club is exempt from holding an annual general meeting then within 28 days of their preparation.

 

Retention of financial statements

Clubs must retain financial statements and accompanying certificates and reports to annual general meetings for at least seven years after the meeting.

 

The club may be liable for significant penalties if it fails to comply with any and all parts of its financial reporting and lodgement obligations.

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