Signing by authorised signatories (2x)
Under section 22(1) of the Associations Incorporations Act 2009 (NSW) (the Act), an Association may execute a document without the use of a common seal if the document is signed by 2 of its authorised signatories.
Notwithstanding the above:
(1) (no restriction/limitation on execution method) in accordance with section 22(4) of the Act, an Association is not limited or restricted in terms of the way in which it may execute a document; and
(2) (may not contravene constituent documents) an Association is not authorised to execute a document contrary to the provisions set out in its constitution.
What is an “authorised signatory”?
In accordance with section 36 of the Act, an Association’s:
(1) “public officer is, by virtue of that office, an authorised signatory for the Association”; and
(2) “committee may from time to time appoint additional authorised signatories from among such of its members as are ordinarily resident in Australia, and may at any time revoke any such appointment”.
Vacation of office
Under section 36(3) of the Act, except for an Association’s public officer, an Association’s authorised signatory, vacates their office (as an authorised signatory) if:
(a) their appointment as an authorised signatory is revoked;
(b) they cease to be a committee member; or
(c) they no longer ordinarily reside in Australia.
Entitlement to make assumptions
General
Under section 23(1) of the Act, a person is entitled to make the assumptions as outlined in section 24 of the Act (the Section 24 Assumptions) in relation to dealings with an Association, and the Association is not entitled to assert, in proceedings relating to the dealings, that any of the assumptions are incorrect.
Property disposals
Under section 23(2) of the Act, a person is entitled to make the Section 24 Assumptions in relation to dealings with another person who has directly or indirectly acquired property from an Association, and neither the other person nor the Association are entitled to assert in proceedings in relation to the dealings that any of the assumptions are incorrect.
Fraudulent conduct
Under section 23(3) of the Act, the Section 24 Assumptions may be made even if anyone purporting to act on behalf of the Association acts fraudulently, or forges a document, in connection with the dealings.
Knowledge or suspicion that an assumption was incorrect
Under section 23(4) of the Act, a person however (notwithstanding section 23(3) of the Act) is not entitled to make any of the Section 24 Assumptions if at the time of the dealings they knew or suspected that the assumption was incorrect.
Section 24 Assumptions (that may be made)
(1) (Compliance with constitution) Under section 24(1) of the Act, a person may assume that the Association’s constitution has been complied with.
(2) (Public officer) Under section 24(2) of the Act, a person may assume that anyone who appears, from information provided by the Association that is available to the public from the Register of Incorporated Associations, to be a public officer of the Association:
(a) has been duly appointed; and
(b) has authority to exercise the functions customarily exercised by the public officer of a similar association.
(3) (Committee members) Under section 24(3) of the Act, a person may assume that anyone who appears, from information provided by the Association, to be a committee member of the Association:
(a) has been duly appointed; and
(b) has authority to exercise the functions customarily exercised by a committee member of a similar association.
(4) (Agents) Under section 24(4) of the Act, a person may assume that anyone who is held out by the association to be an agent of the Association:
(a) has been duly appointed, and
(b) has authority to exercise the functions customarily exercised or performed by an agent of a similar association.
(5) (Proper performance of duties) Section 24(5) of the Act allows a person to assume that persons acting on behalf of the Association properly perform their duties to the Association.
(6) (Signed by authorised signatories (2x)) Section 24(6) of the Act allows a person to make the assumption that a document has been duly executed by the Association if the document appears to have been signed by 2 of its authorised signatories in accordance with section 22(1) of the Act.
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