The purpose of this Part is to provide for an existing society to become a society under the Incorporated Societies Act 2022.

Clause 4 prevents new societies from applying for incorporation under the Incorporated Societies Act 1908 (the 1908 Act).

The general scheme and effect of the transitional provisions for a society that is already incorporated under the 1908 Act is as follows:

Section 8 of the Charitable Trusts Act 1957 (the 1957 Act) prevents new societies from applying for incorporation as a board under Part 2 of that Act.

The general scheme and effect of the transitional provisions for a society that is already incorporated as a board under Part 2 of the 1957 Act is as follows:

This clause is a guide only to the general scheme and effect of the transitional provisions for existing societies.

In this Part,—

1908 Act means the Incorporated Societies Act 1908

1957 Act means the Charitable Trusts Act 1957

committee means the committee or other governing body of the existing society

existing society means—

1. a society that is incorporated under the 1908 Act:
2. a society that is incorporated as a board under Part 2 of the 1957 Act

members means the members of the existing society

officers means the members of the committee or other governing body of the existing society

rules,—

1. in relation to an existing society that is incorporated under the 1908 Act, means the rules of the society under that Act:
2. in relation to an existing society that is incorporated as a board under Part 2 of the 1957 Act, means the rules and other documents (if any) providing for the constitution of the board

A reference to a society that is incorporated under the 1908 Act includes a branch or group of branches of a society that is incorporated under the Incorporated Societies Amendment Act 1920.

An application for the incorporation of a society under the 1908 Act may not be made on or after the commencement of this clause.

An application for the incorporation of a society under the 1908 Act that is made before the commencement of this clause must be considered and determined as if this Act had not been enacted.

An application may be treated as having been made only if it is received by the Registrar before the commencement of this clause.

An existing society may apply for reregistration as a society under this Act unless the society is in liquidation.

In the case of an existing society that is incorporated under the 1908 Act, an application for reregistration may only be made before the transition date.

Every application for reregistration must—

If a society’s proposed constitution under clause 5(3)(d) does not contain provisions under section 26(1)(j) (which relates to dispute resolution), the constitution must be treated as including the provisions of clauses 2 to 8 of Schedule 2 for that purpose.

This clause does not apply if the Registrar refuses to reregister the society until the constitution is amended to address (to the Registrar’s satisfaction) the matter referred to in subclause (1).

Subclause (1) does not prevent a society from subsequently amending its constitution in accordance with this Act (to change the procedures for resolving disputes referred to in section 26(1)(j)).

Section 40 does not limit this clause.

The Registrar must, as soon as practicable after receiving a properly completed application for reregistration of an existing society,—

However, the Registrar may refuse to reregister the society for any of the grounds referred to in sections 8 and 11 to 13.

If the Registrar considers that any of the grounds referred to in sections 8 and 11 to 13 apply but that it is nevertheless appropriate to reregister the society without further delay, the Registrar may reregister the society under subclause (1) subject to terms and conditions specified by the Registrar (instead of refusing reregistration under subclause (2)).

The Registrar must, if they act under subclause (3), be satisfied that the terms and conditions of reregistration are likely to ensure that the grounds referred to in sections 8 and 11 to 13 that apply are addressed (to the Registrar’s satisfaction) within a reasonable period of time.

See also section 175(1)(g), which specifies the failure to comply with a term or condition of reregistration as a ground on which the Registrar may remove the society from the register.

Nothing in this clause prevents the Registrar or the court from performing or exercising any function, duty, or power in respect of any grounds referred to in subclause (2) if there has been any failure to comply with any term or condition of reregistration.

A certificate of incorporation of an existing society issued under this section is conclusive evidence that—

The 1908 Act or Part 2 of the 1957 Act, as the case may be, ceases to apply to an existing society on its reregistration under this Act.

For the purposes of this clause, sections 8 to 14 apply with all necessary modifications as if the application for reregistration were an application for incorporation.

A proposed constitution that an existing society provides under clause 5(3)(d) must be—

This clause applies—

The existing society may, subject to subclauses (3) to (5), amend its rules in any manner that is necessary or desirable to ensure, or in connection with ensuring, that the rules will comply with the requirements of this Act relating to the constitution of a society.

Every amendment of an existing society’s rules must be—

An approval under subclause (3)(b) may provide for either or both of the following:

If any particular amendments are intended to take effect under the 1908 Act or the 1957 Act, the existing society must ensure that the following are given to the Registrar within 25 working days after the amendments are approved:

Section 21(3) to (5) of the 1908 Act applies with all necessary modifications, in relation to an existing society that is incorporated under that Act, to an amendment made under this clause that is intended to take effect under that Act as if an amendment made under this clause were an alteration that has been duly made under that section.

In this clause, Registrar means the Registrar of Incorporated Societies under the 1908 Act.

An existing society may approve a constitution to take effect on its reregistration under this Act.

The constitution must be—

An existing society that is reregistered as a society under this Act continues as the same legal entity.

In particular, the reregistration of the existing society does not—

Subclause (2)(c) is subject to the rights or obligations conferred or imposed on the existing society by or under this Act or its constitution.

Proceedings that could have been commenced or continued by or against the existing society before it reregisters as a society under this Act may be commenced or continued by or against the existing society after it is reregistered.

Neither the reregistration of the existing society nor anything in or effected by, or done under, this Part—

In this clause, instrument includes any contract, deed, or other document.

This clause applies to an existing society that is incorporated under the 1908 Act.

If the existing society has not reregistered under this Act before the transition date,—

Despite subclause (2), if an application for the reregistration of the existing society is received by the Registrar before the transition date but that application has not been finally determined before that date, the following applies:

The consequences of subclauses (2)(b) and (3)(c) and (d) include the following:

However, if an existing society to which subclause (2)(b) or subclause (3)(c) and (d) applies is a racing club within the meaning of section 5(1) of the Racing Industry Act 2020, section 24 of the Racing Industry Act 2020 applies instead of sections 215 to 224 of this Act.

In addition to the grounds for restoration under section 185, the Registrar may, on the application made in the manner prescribed by the regulations, also restore an existing society to the register under sections 184 to 190 if the Registrar is satisfied that there is a proper reason for the society to continue to exist.

If a society continues to be incorporated under the 1908 Act under subclause (3)(b), the 1908 Act, as in force immediately before the commencement of this clause, continues to apply to the society.

This clause is subject to clauses 13, 15, and 16.

The Registrar may not restore an existing society to the register under sections 184 to 187 after the sixth anniversary of the date on which it ceases to exist under clause 12.

Subclause (1) does not apply if, at any time, the existing society was incorporated under this Act.

The Registrar may, at any time before an existing society reregisters under this Act, give a direction under this clause if it appears to the Registrar that—

The Registrar may give 1 or more of the following directions:

An amendment to a proposed constitution, the removal of an officer, or any other action taken in accordance with the direction must be treated as being effective and binding on the existing society, its members, and any other person.

Subclause (3) applies despite anything to the contrary in the society’s rules or in any legislation, rule of law, or agreement, including anything relating to the consent of any person to the making of amendments to the rules or constitution or to the removal of an officer.

The 1908 Act, as in force immediately before the commencement of this clause, continues to apply in respect of every dissolution or liquidation of a society incorporated under that Act that occurred or commenced before the transition date.

This clause applies to an existing society if—

The Registrar may give a notice to the society that extends the application of clause 5 (and, if applicable, modifies the application of clause 12) to give the society a reasonable opportunity to reregister as a society under this Act.

The Registrar may act under subclause (2) only if the Registrar is satisfied that there is a proper reason for the society to continue to exist.

The extension (and modification) are subject to any terms and conditions that the Registrar thinks fit (being terms and conditions specified in the notice).

This clause applies to a branch or group of branches of a society that, immediately before the commencement of this clause, was incorporated under the Incorporated Societies Amendment Act 1920.

Sections 6 and 7 of the Incorporated Societies Amendment Act 1920 continue to apply to the branch or group of branches and to the parent society with all necessary modifications for the purposes of this Act as if those provisions were still in force.

However, subclause (2) ceases to apply if the Registrar receives a notice, in the manner prescribed by the regulations, for the purposes of this subclause from both—

In this clause, parent society means the society in respect of which the branch or group of branches was incorporated under the Incorporated Societies Amendment Act 1920.

Unless the context otherwise requires,—

Unless the context otherwise requires, a reference in a provision of any other legislation to the Registrar of Incorporated Societies under this Act includes the Registrar of Incorporated Societies under the Incorporated Societies Act 1908.

This clause applies if—

Unless the context otherwise requires, the provision continues to apply to the society as if this Act had not been enacted (but only for as long as the society continues to be incorporated under the Incorporated Societies Act 1908).