ACT Incorporated Association - How to redress a break up of association?

Australia's #1 for Law
Join 150,000 Australians every month. Ask a question, respond to a question and better understand the law today!
FREE - Join Now

Abby Tangera

Member
1 October 2014
3
0
1
An Incorporated Association has split into 2 groups. There are 8 Executive Committee members and there are 4 on each side. The break-away group has been calling meetings outside the Constitution and carrying resolutions without the other half of the incorporated associations Executive Committee, comprising of the President, Treasurer, Financial Adviser and Public Officer. Now the break-away group has called for their own General Meeting to have a vote of no confidence in the President, the Treasurer and the Public Officer. What right have the break-away group got to do it outside their registered Constitution? And what are the legal avenues under commercial law available to the President and her group to stop this group from holding unconstitutional meetings? Thank you.
 

Victoria S

Well-Known Member
9 April 2014
518
58
2,289
Hi Abby,
Depending on what the Constitution says, the break-away group will likely have a right to call a general meeting, but within the rules of the registered Constitution. Its also likely that there’ll be a quorum, or minimum number of members, required to be present and vote in respect of removing/replacing the President, Treasurer and/or Public Officer. Essentially, they must follow the rules of the registered Constitution.

What does the Constitution say about resolving disputes or notification of members? You could notify them to cease behaving in a way that contravenes the Constitution.

Also have a look at the ACT Office of Regulatory Services “Associations” page.
 

Sarah J

Well-Known Member
16 July 2014
1,314
250
2,389
Melbourne, Victoria
Further to what Victoria wrote, a decision that is not made in accordance with the constitution (e.g. not notifying members as required in the constitution, not meeting quorum, not having consent of X members) will not be valid and the meeting will be considered void. Check the organisation's constitution about calling meetings, who has to be present at meetings, number of people present, notice requirements prior to meetings and if the meeting did not satisfy these requirements, you can apply to court for a declaration that any such decisions out of these meetings are invalid. Note though that there may be an irregularity clause (i.e. a clause that allows for decisions to be valid even if it doesn't meet all requirements under the constitution).

Further, is this a private company limited by shares or a not for profit type organisation limited by guarantee?
 

Abby Tangera

Member
1 October 2014
3
0
1
Further to what Victoria wrote, a decision that is not made in accordance with the constitution (e.g. not notifying members as required in the constitution, not meeting quorum, not having consent of X members) will not be valid and the meeting will be considered void. Check the organisation's constitution about calling meetings, who has to be present at meetings, number of people present, notice requirements prior to meetings and if the meeting did not satisfy these requirements, you can apply to court for a declaration that any such decisions out of these meetings are invalid. Note though that there may be an irregularity clause (i.e. a clause that allows for decisions to be valid even if it doesn't meet all requirements under the constitution).

Further, is this a private company limited by shares or a not for profit type organisation limited by guarantee?
Thankyou very much Sarah. Really appreciate. Thankyou, Abby.
 

Abby Tangera

Member
1 October 2014
3
0
1
Hi Abby,
Depending on what the Constitution says, the break-away group will likely have a right to call a general meeting, but within the rules of the registered Constitution. Its also likely that there’ll be a quorum, or minimum number of members, required to be present and vote in respect of removing/replacing the President, Treasurer and/or Public Officer. Essentially, they must follow the rules of the registered Constitution.

What does the Constitution say about resolving disputes or notification of members? You could notify them to cease behaving in a way that contravenes the Constitution.

Also have a look at the ACT Office of Regulatory Services “Associations” page.
Thankyou Victoria. I have been saying that, that we have to abide by the Constitution. Thankyou so much for your help. Really appreciate, Abby.