Changing the rules of an incorporated association
Special Resolution
Section 17(1) of the Act requires that any alteration to the rules of an incorporated association must be by special resolution. “Special resolution” is defined by section 24 which sets out some particular requirements which an association must abide by in altering its rules. These requirements are highlighted below in section 24(1) which states:
For the purposes of this Act, a resolution is a special resolution if:
- it is passed by a majority of not less than three-fourths of the members of the association who are entitled under the rules of the association to vote and vote in person;
- or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote;
- at a general meeting; and
- of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.
Because the Act states that the meeting at which the rules of an association are to be altered must be a general meeting, all members of the association, whether they have voting rights or not, must be given notice of the meeting and be invited to attend. This is so that the rules of an association cannot be changed without all its members having the opportunity to know about it.
Section 17(2) requires that within one month of the passing of a special resolution to alter its rules, the association must lodge notice of the special resolution with the Commissioner for Consumer Protection. The notice must set out the particulars of the alteration and include certification by a member of the committee that the resolution was duly passed as a special resolution and that the rules of the association as altered conform to the requirements of the Act.
Associations Form 5, “Notice of Special Resolution Altering the Rules of an Incorporated Association” has been developed to assist associations notify the Department of the relevant information. The appropriate lodgement fee must accompany the notice. Current schedule of fees.
If you have not lodged the notice within one month of passing the special resolution, you can attach a letter outlining the reasons for the delay, and an extension of time might be approved.
Please note, however, that even with very good reasons, extensions are generally allowed for a maximum of two to three months only.
Note: Please keep a copy of all of the documents, including the proposed alterations to the rules, that you lodge with the Department. The Department does not provide a final copy to the association.
There are additional requirements if an association wants to change its name or its objects and these are described below.
Change of name
Section 18 of the Act deals with a change in the name of an association. This requires the passing of a special resolution to amend the rules of the association as outlined above, and notice of the special resolution indicating that the name of the association is being changed must be lodged with the Commissioner together with the appropriate fee. The Form 5 referred to above can also be used for this purpose.
The Commissioner has a discretion as to whether or not the new name is approved and also may require the association to advertise its intention to change its name. After the Commissioner has given approval for the change of name a Certificate of Change of Name will be issued.
If approval is not given, the association may apply in writing requesting the Minister for Consumer Protection to review the Commissioner’s decision.
The request must be accompanied by the applicable fee and be addressed to:
Minister for Consumer Protection
Locked Bag 14
Cloisters Square
Western Australia 6850
The Minister’s decision is final and the applicant will be advised in writing.
Change of objects
Section 19 deals with the alteration of the objects or purpose of an association. This also requires the passing of a special resolution as outlined above. Notice of the special resolution must be lodged with the Commissioner, this time indicating that the objects of the association are changed, together with the applicable fee. The Form 5 referred to above can also be used for this purpose.
The Commissioner has a discretion as to whether or not the amended objects are approved, and may require the association to advertise its intention to change its objects. If approval is not given, the association may appeal to the Minister as discussed above, under “Change of name”.
Receipt of Notice of Special Resolution
Any alteration of the rules of an association has no effect until the notice of special resolution is lodged with the Commissioner and any approval, if required, is given.
No receipt of fees paid will be issued unless the documents are actually lodged at a public counter of the Department. A letter advising the association that the notice has been lodged and the date of effect of the alteration will be forwarded to the contact person nominated by the association.
This page must not be relied on as legal advice. For more information refer to the complete Associations Incorporation Act 1987 and Regulations, available from the State Law Publisher on (08) 6552 6000 or on their website at www.slp.wa.gov.au (Online publications).