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PARLIAMENT OF VICTORIA Friendly Societies (Victoria) (Amendment

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					                 PARLIAMENT OF VICTORIA

Friendly Societies (Victoria) (Amendment) Act 1997
                                   Act No.


                      TABLE OF PROVISIONS
Clause                                                                 Page

PART 1—PRELIMINARY                                                           1
  1.     Purposes                                                            1
  2.     Commencement                                                        2
  3.     Definition                                                          2

PART 2—AMENDMENT OF FRIENDLY SOCIETIES
(VICTORIA) CODE                                                              3
  4.     Definition of friendly societies legislation                       3
  5.     Health benefit fund rules                                          3
  6.     Members                                                            3
  7.     Members who are minors                                             3
  8.     Name                                                               3
  9.     Abbreviations of society's name                                    4
  10.    Publication of name                                                4
  11.    Provision of benefits                                              5
  12.    Approval to establish benefit fund                                 5
  13.    Transfer of an asset between funds                                 5
  14.    Distribution of surplus in benefit fund                            7
  15.    Section 135 substituted                                            7
         135. Disclosure document to be lodged                              7
  16.    Form of disclosure document                                        8
  17.    Content of disclosure document                                     8
  18.    Exemptions and modifications                                       8
  19.    New section 196A inserted                                          9
         Subdivision 3A—Exemptions and modifications relating to
         representatives                                                    9
         196A. Exemptions and modifications under Subdivision 3              9
  20.    Vacation of office                                                 10
  21.    Voting                                                             11
  22.    Appointment of actuaries                                           11
  23.    Actuarial investigations                                           12
  24.    Mergers and transfers of engagements involving foreign societies   12




531176B.I1-22/4/97                      i
Clause                                                           Page

         Division 3—Mergers and transfers of engagements involving
         foreign societies                                         12
         376. Definitions in Division 3                            12
         377. Proposal for merger or transfer of engagements       13
         378. SSA may register merged society                      16
         379. Certificate of confirmation for total transfer       18
         380. Certificate of confirmation for partial transfer     19
         381. When transfer of engagements takes effect            20
         382. Effect of merger                                     21
         383. Effect of transfer of engagements                    21
         384. Surrender of certificate of incorporation            23
  25.    Definitions in Part 11                                    23
  26.    Registration of foreign societies                         23
  27.    Agents of foreign societies                               24
  28.    Repeal of section 429                                     25
  29.    Service on agent                                          25
  30.    SSA to be notified of certain changes                     25
         433. SSA to be notified of certain changes                25
  31.    Balance sheets                                            26
  32.    SSA to provide certain documents                          26
  33.    Transitional provisions for benefit funds                 26
  34.    Transitional provision for accounts                       26
         489A. Accounts                                            26
  35.    Transitional provision for Part 4B                        27
         492. Operation of Part 4B                                 27

PART 3—AMENDMENT OF FRIENDLY SOCIETIES
(VICTORIA) ACT 1996                                                28
  36.    New section 21A inserted                                  28
         21A. Indictable offences                                  28

PART 4—AMENDMENT OF FINANCIAL INSTITUTIONS
(VICTORIA) ACT 1992                                                29
  37.    New definition inserted                                   29
  38.    New section 54A inserted                                  29
         54A. Indictable offences                                  29

PART 5—MINOR AND CONSEQUENTIAL AMENDMENTS                          30
  39.    Statute law revision                                      30
  40.    Consequential amendments                                  31
                            __________________




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Clause                                 Page


SCHEDULE 1—Consequential amendments      32
                     ═══════════════

NOTES                                    35




531176B.I1-22/4/97          iii
                     PARLIAMENT OF VICTORIA




                                  A BILL

         to amend the Friendly Societies (Victoria) Act 1996 and the
      Financial Institutions (Victoria) Act 1992 and for other purposes.


                 Friendly Societies (Victoria)
                   (Amendment) Act 1997




    The Parliament of Victoria enacts as follows:


                             PART 1—PRELIMINARY

           1. Purposes
                         The purposes of this Act are—
                          (a) to make miscellaneous amendments to the
5                             Friendly Societies (Victoria) Act 1996; and
                          (b) to make consequential amendments to other
                              Acts.


    531176B.I1-22/4/97                   1
                   Friendly Societies (Victoria) (Amendment) Act 1997
    s. 2
                                          Act No.

                  2. Commencement
                                This Act comes into operation on the day on
                                which it receives the Royal Assent.
                  3. Definition
5                               In this Act, "Code" means the Friendly Societies
                                Code set out in Schedule 1 to the Friendly
                                Societies (Victoria) Act 1996.
                                        _______________




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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                  s. 4
                                    Act No.


           PART 2—AMENDMENT OF FRIENDLY SOCIETIES
                      (VICTORIA) CODE

            4. Definition of friendly societies legislation
                          In section 3 of the Code, in the definition of
5                         "friendly societies legislation", after paragraph (b)
                          insert—
                               "and
                           (c) the financial institutions legislation within
                               the meaning of the AFIC Code so far as it
10                             applies or is otherwise relevant to the
                               legislation mentioned in paragraph (a) or
                               (b).".
            5. Health benefit fund rules
                  (1) In section 77 of the Code, for "For the purposes of
15                    this Code, except provisions applying to the
                      making or amendment of rules, the" substitute
                      "(1) The".
                  (2) At the end of section 77 of the Code insert—
                          "(2) Except as provided in section 78, this Code
20                             does not apply to the rules referred to in sub-
                               section (1).".
            6. Members
                          In section 80(1) of the Code, at the end of each of
                          paragraphs (a), (b) and (c), insert "or".
25          7. Members who are minors
                          In section 81(3) of the Code, omit "is at least 10
                          but".
            8. Name
                          In section 87 of the Code—
30                         (a) sub-sections (5), (6), (7) and (10) are
                               repealed;


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                    Friendly Societies (Victoria) (Amendment) Act 1997
     s. 9
                                           Act No.

                                  (b) in sub-section (8), for paragraph (b)
                                      substitute—
                                      "(b) a name approved for its use under Part
                                           6A of the AFIC Code.";
5                                 (c) in sub-section (11), omit "or (10)".
                   9. Abbreviations of society's name
                                 In section 88(2)(b) of the Code, for "section
                                 87(5)" substitute "Part 6A of the AFIC Code".
                  10. Publication of name
10                       (1) In section 92(1) of the Code, for "(within the
                             meaning of section 88A of the Corporations
                             Law)" substitute "(within the meaning of sub-
                             section (7))".
                         (2) In section 92 of the Code, for sub-section (2)
15                           substitute—
                                 "(2) A society must ensure that its registered
                                      name or a name approved in relation to the
                                      society under Part 6A of the AFIC Code is
                                      used on any advertisement published, or
20                                    authorised to be published, by the society.".
                         (3) In section 92(6) of the Code, for "section 87(5)"
                             substitute "Part 6A of the AFIC Code".
                         (4) In section 92 of the Code, after sub-section (6)
                             insert—
25                               '(7) For the purpose of sub-section (1), "public
                                      document" means—
                                       (a) an instrument of, or purporting to be
                                           signed, issued or published by or on
                                           behalf of, the society that—
30                                           (i) when signed, issued or published,
                                                 is intended to be lodged or is
                                                 required by or under this Code to
                                                 be lodged; or


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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                  13
                                                                               s. 11
                                    Act No.

                                     (ii) is signed, issued or published
                                          under or for the purposes of this
                                          Code or any other law of the
                                          Commonwealth or of a State; or
5                               (b) an instrument of, or purporting to be
                                    signed or issued by or on behalf of, the
                                    society that is signed or issued in the
                                    course of, or for the purposes of, a
                                    particular transaction or dealing; or
10                              (c) without limiting paragraph (a) or (b), a
                                    business letter, statement of account,
                                    invoice, receipt, order for goods or
                                    services, or official notice of, or
                                    purporting to be signed or issued by or
15                                  on behalf of, the society.'.
           11. Provision of benefits
                          In section 96 of the Code, for sub-section (2)
                          substitute—
                          "(2) Sub-section (1) does not apply to amounts
20                             payable by a society—
                                (a) in respect of shares in the society; or
                                (b) as trustee for a superannuation entity
                                    within the meaning of the
                                    Superannuation Industry (Supervision)
25                                  Act 1993 (Commonwealth).".
           12. Approval to establish benefit fund
                          In section 98(4) of the Code, for paragraph (c)
                          substitute—
                          "(c) there is no good reason why the proposed
30                             rules should not be registered—".
           13. Transfer of an asset between funds
                  (1) In section 107 of the Code, for sub-section (1)
                      substitute—


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             Friendly Societies (Victoria) (Amendment) Act 1997
                                    Act No.

                          "(1) A society must not, except in accordance
                               with sub-section (2), transfer an asset—
                                (a) from one benefit fund of the society to
                                    another benefit fund of the society; or
5                               (b) from a benefit fund of the society to the
                                    management fund of the society.".
                  (2) In section 107 of the Code, for sub-section (2)
                      substitute—
                          '(2) A society may transfer an asset from a
10                             benefit fund (the "transferor fund") to
                               another benefit fund or the management fund
                               (the "transferee fund") if—
                                (a) the society transfers from the transferee
                                    fund to the transferor fund an amount
15                                  equal to the fair value of the asset
                                    determined in accordance with section
                                    109; and
                                (b) in the case of a transfer referred to in
                                    sub-section(1)(a), the transfer is fair
20                                  and reasonable in all the circumstances
                                    for the members of the transferor fund
                                    and the transferee fund;
                                (c) in the case of a transfer referred to in
                                    sub-section (1)(b), the transfer is fair
25                                  and reasonable in all the circumstances
                                    for the members of the society.'.




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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                s. 14
                                    Act No.

                  (3) In section 107(3) of the Code, after paragraph (c)
                      insert—
                               "; or
                           (d) any application of assets of a benefit fund
5                              permitted by this Code or the standards.".
           14. Distribution of surplus in benefit fund
                          In section 108(1)(c) of the Code, before "may"
                          insert "if the rules of the society so provide,".
           15. Section 135 substituted
10                        For section 135 of the Code substitute—
                     "135. Disclosure document to be lodged
                           (1) A person must not issue, or cause to be
                               issued, an invitation to contribute, or accept
                               a contribution, to a benefit fund of a society
15                             unless a disclosure document relating to that
                               benefit fund and that complies with this
                               Division has been lodged with the SSA
                               within the last preceding 12 months.
                           (2) A person must not issue, or cause to be
20                             issued, an invitation to contribute, or accept
                               a contribution, to a benefit fund of a foreign
                               society unless a disclosure document relating
                               to that benefit fund and that complies with
                               the corresponding Division to this Division
25                             in the friendly societies legislation of the
                               participating State in which the foreign
                               society is incorporated has been lodged,
                               within the last preceding 12 months, with the
                               SSA of that participating State.
30                             Penalty applying to this section: $20 000 or
                               imprisonment for 5 years or both.".




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                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 16
                                            Act No.

                   16. Form of disclosure document
                                  After section 137(1)(e) of the Code insert—
                                  "(f) must comply with any requirements of the
                                       standards applicable to disclosure
5                                      documents.".
                   17. Content of disclosure document
                                  In section 140(2) of the Code, in paragraphs (d)
                                  and (e) omit "or application form".
                   18. Exemptions and modifications
10                        (1) In section 158(1) of the Code—
                                   (a) after "may," insert "subject to and in
                                       accordance with the standards,";
                                   (b) in paragraph (a), omit "and";
                                   (c) paragraph (b) is repealed.
15                        (2) In section 158 of the Code, for sub-section (5)
                              substitute—
                                  "(5) The SSA may, subject to and in accordance
                                       with the standards, by writing, declare that
                                       this Division has effect in its application to a
20                                     particular person or persons, or a particular
                                       class of persons, either generally or as
                                       otherwise provided in the declaration as if a
                                       specific provision or provisions of this
                                       Division were omitted, modified or varied in
25                                     a manner specified in the declaration, and,
                                       where such a declaration is made, this
                                       Division has effect accordingly.".
                          (3) In section 158 of the Code, for sub-section (7)
                              substitute—
30                                "(7) The SSA must cause to be published in the
                                       Gazette a statement to the effect that an
                                       exemption has been granted or a declaration


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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                 s. 19
                                    Act No.

                               made under this section in relation to a
                               particular class of persons or a particular
                               class of benefit funds.".
           19. New section 196A inserted
5                         After section 196 of the Code insert—

                                "Subdivision 3A—Exemptions and
                              modifications relating to representatives

                     196A. Exemptions and modifications under
                           Subdivision 3
10                         (1) The SSA may, subject to and in accordance
                               with the standards, by writing, exempt a
                               particular person or persons, or a particular
                               class of persons, either generally or as
                               otherwise provided in the exemption, and
15                             either unconditionally or subject to
                               conditions (if any) as are specified in the
                               exemption, from compliance with all or any
                               of the provisions of Subdivision 3.
                           (2) Without limiting the generality of sub-
20                             section (1), an exemption under that sub-
                               section may relate to particular benefits or to
                               a particular class of benefits.
                           (3) A person must not contravene a condition to
                               which an exemption under sub-section (1) is
25                             subject.
                           (4) Where a person has contravened a condition
                               to which an exemption under sub-section (1)
                               is subject, the Court may, on the application
                               of the SSA, order the person to comply with
30                             the condition.
                           (5) The SSA may, subject to and in accordance
                               with the standards, by writing, declare that
                               Subdivision 3 has effect in its application to
                               a particular person or persons, or a particular


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                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 20
                                            Act No.

                                      class of persons, either generally or as
                                      otherwise provided in the declaration as if a
                                      specific provision or provisions of that
                                      Subdivision were omitted, modified or
5                                     varied in a manner specified in the
                                      declaration, and, where such a declaration is
                                      made, that Subdivision has effect
                                      accordingly.
                                  (6) Without limiting the generality of sub-
10                                    section (5), a declaration under that sub-
                                      section may relate to particular benefits or to
                                      a particular class of benefits.
                                  (7) The SSA must cause to be published in the
                                      Gazette a statement to the effect that an
15                                    exemption has been granted or a declaration
                                      made under this Subdivision in relation to a
                                      particular class of persons or a particular
                                      class of benefit funds.".
                   20. Vacation of office
20                        (1) In section 290(2) of the Code, omit "for the
                              remainder of the term of the office".
                          (2) In section 290 of the Code, after sub-section (2)
                              insert—
                             "(2A) The term of office of a director appointed to
25                                 fill a casual vacancy ends as provided by the
                                   society's rules either—
                                       (a) immediately before the election of
                                           directors at the next annual general
                                           meeting of the society after the
30                                         appointment; or
                                       (b) at the end of that annual general
                                           meeting.".




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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                             s. 21
                                    Act No.

           21. Voting
                  (1) In section 305(2)(e) of the Code omit "in the case
                      of a person who is a member by reason only of
                      holding a share in the society,".
5                 (2) In section 305(3)(b) of the Code, after "the
                      member" insert "(but in any case not more votes
                      than the number of permanent shares held by the
                      member)".
                  (3) In section 305 of the Code, for sub-section (4)
10                    substitute—
                          "(4) The SSA must not register rules referred to
                               in sub-section (2) unless it approves—
                                (a) in the case of sub-sections (2)(b) and
                                    (2)(c), the minimum period or the
15                                  minimum interest in a benefit fund (as
                                    the case requires); or
                                (b) in the case of sub-section (2)(d), the
                                    terms and conditions for provision of
                                    benefits; or
20                              (c) in the case of sub-section 2(e), the
                                    minimum amount of paid-up share
                                    capital.".
           22. Appointment of actuaries
                  (1) In section 352(4) of the Code, before paragraph
25                    (a) insert—
                      "(aa) is ordinarily resident in this State; and".
                  (2) In section 352 of the Code, after sub-section (5)
                      insert—
                          "(6) The SSA, after consultation with AFIC, may
30                             exempt a person from the requirement
                               referred to in sub-section (4)(aa).".




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                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 23
                                            Act No.

                   23. Actuarial investigations
                          (1) In section 358(1)(a) of the Code, for "investigate
                              the financial condition of the society" substitute
                              "conduct a financial investigation in accordance
5                             with the standards".
                          (2) Section 358(2) of the Code is repealed.
                   24. Mergers and transfers of engagements involving
                       foreign societies
                                  For Division 3 of Part 7 of the Code substitute—

10                                     'Division 3—Mergers and transfers of
                                      engagements involving foreign societies

                                  376. Definitions in Division 3
                                       In this Division—
                                       "certificate of confirmation" means a
15                                          certificate given by the SSA, or by the
                                            SSA of a participating State, to confirm
                                            a transfer of engagements;
                                       "corresponding provision", in relation to a
                                           specified provision of this Code, means
20                                         the provision of the friendly societies
                                           legislation of the participating State
                                           corresponding to the specified
                                           provision;
                                       "foreign society" means a body corporate
25                                          that is a society under the friendly
                                            societies legislation of another
                                            participating State, whether or not it is
                                            registered as a foreign society under
                                            Part 11;
30                                     "participating State", in a provision of this
                                           Division about a foreign society, means




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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                   s. 24
                                    Act No.

                                    the State in which the foreign society is
                                    incorporated;
                               "transferee society" means—
                                      (a) a society to which a foreign
5                                         society is to transfer, or has
                                          transferred, totally or partially, its
                                          engagements; or
                                      (b) a foreign society to which a
                                          society is to transfer, or has
10                                        transferred, totally or partially, its
                                          engagements;
                               "transferor society" means—
                                      (a) a society that is to transfer, or has
                                          transferred, totally or partially, its
15                                        engagements to a foreign society;
                                          or
                                      (b) a foreign society that is to transfer,
                                          or has transferred, totally or
                                          partially, its engagements to a
20                                        society.
                          377. Proposal for merger or transfer of
                               engagements
                           (1) This section applies if a society proposes a
                               consolidation of some or all of its assets,
25                             liabilities and undertakings with some or all
                               of the assets, liabilities and undertakings of a
                               foreign society, by—
                                (a) the merger of the society and the
                                    foreign society; or
30                              (b) a total or partial transfer of the
                                    engagements of the society to the
                                    foreign society; or




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                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 24
                                            Act No.

                                       (c) a total or partial transfer of the
                                           engagements of the foreign society to
                                           the society.
                                  (2) The proposed merger, or transfer of
5                                     engagements, must be approved by a special
                                      resolution of the society unless the SSA has
                                      determined that it may be approved by the
                                      society's board.
                                  (3) If the society is to approve the proposed
10                                    merger or transfer of engagements by special
                                      resolution, it must prepare, and send to each
                                      of its members, a statement approved by the
                                      SSA specifying—
                                       (a) the financial position of the society and
15                                         foreign society as shown in financial
                                           statements that have been prepared as
                                           at a date that is not more than 6 months
                                           before the date of the statement; and
                                       (b) if the proposal is for a merger, any
20                                         proposal for the composition of the
                                           board of directors of the merged
                                           society; and
                                       (c) if the proposal is for a total transfer of
                                           engagements, any proposal for the
25                                         composition of the board of directors of
                                           the transferee society; and
                                       (d) any interest that any officer of the
                                           society or foreign society has in the
                                           proposed merger, or transfer of
30                                         engagements; and
                                       (e) any compensation or other
                                           consideration proposed to be paid, or
                                           any other incentive proposed to be
                                           given, to any officer or member of the




             531176B.I1-22/4/97                  14
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                               s. 24
                                    Act No.

                                   society or foreign society in relation to
                                   the proposed merger, or transfer of
                                   engagements; and
                               (f) whether the proposal is a merger, or
5                                  transfer of engagements and the reason
                                   for the merger or transfer of
                                   engagements; and
                               (g) if the proposal is for a transfer of
                                   engagements, whether it is a total or
10                                 partial transfer of engagements; and
                               (h) if the proposal is for a merger, the
                                   participating State in which the merged
                                   society will be incorporated; and
                               (i) any other matter specified by the SSA.
15                        (4) If, under the corresponding provision to this
                              section, the foreign society is required to
                              give its members a statement, the statement
                              given by the society and the statement given
                              by the foreign society must be consistent.
20                        (5) The statement mentioned in sub-section (3)
                              must be sent to the members of the society so
                              that it will in the ordinary course of post
                              reach each member who is entitled to vote on
                              the special resolution not later than—
25                             (a) if the resolution is to be decided at a
                                   meeting, 21 days before the date of the
                                   meeting; or
                               (b) if the resolution is to be decided by a
                                   postal ballot, 21 days before the day on
30                                 or before which the ballot papers must
                                   be returned by members voting in the
                                   ballot.




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                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 24
                                            Act No.

                                   (6) The SSA may exempt the society—
                                        (a) from the requirements to prepare the
                                            statement mentioned in sub-section (3)
                                            and to send the statement to its
5                                           members; or
                                        (b) only from the requirement to send the
                                            statement mentioned in sub-section (3)
                                            to its members.
                                   (7) The SSA may grant an exemption, or
10                                     approve a statement, subject to the
                                       conditions it considers appropriate.
                                  378. SSA may register merged society
                                   (1) This section applies if—
                                        (a) a society proposes a merger with a
15                                          foreign society; and
                                        (b) the merged society is proposed to be
                                            incorporated in this State.
                                   (2) An application may be made to the SSA to
                                       register the merged society.
20                                 (3) The application must be made by the society
                                       and the foreign society jointly.
                                   (4) The SSA must register the merged society if
                                       it is satisfied that—
                                        (a) the society has complied with section
25                                          377 and the foreign society has
                                            complied with the corresponding
                                            provision to section 377; and
                                        (b) the proposed rules of the merged
                                            society are adequate; and
30                                      (c) there are reasonable grounds for
                                            believing that the merged society will




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             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                 s. 24
                                    Act No.

                                   be able to comply with the standards;
                                   and
                               (d) one of the following applies—
                                     (i) the certificate of incorporation of
5                                        the society has been surrendered
                                         to the SSA;
                                    (ii) the society's certificate of
                                         incorporation has been lost or
                                         destroyed; and
10                             (e) one of the following applies—
                                     (i) the certificate of incorporation of
                                         the foreign society has been
                                         surrendered to the SSA of the
                                         participating State;
15                                  (ii) the foreign society has satisfied
                                         the SSA of the participating State
                                         that its certificate of incorporation
                                         has been lost or destroyed; and
                               (f) there is no good reason why the merged
20                                 society and its rules should not be
                                   registered.
                          (5) If the SSA registers the merged society, it
                              must also—
                               (a) register its rules; and
25                             (b) cancel the registration of the society.
                          (6) On registering the merged society, the SSA
                              must issue a certificate of incorporation to
                              the merged society.
                          (7) A merger takes effect on the issue of the
30                            certificate of incorporation under sub-section
                              (6).
                          (8) An application for the registration of a
                              merger under this Division—


     531176B.I1-22/4/97                   17
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 24
                                            Act No.

                                        (a) must be made in the way and form
                                            required by the SSA; and
                                        (b) must be accompanied by 2 copies of the
                                            proposed rules of the merged society
5                                           and any other particulars required by
                                            the SSA.
                                  379. Certificate of confirmation for total transfer
                                   (1) This section applies if a society proposes a
                                       total transfer of engagements from a foreign
10                                     society to the society.
                                   (2) The society may apply to the SSA for a
                                       certificate of confirmation of the total
                                       transfer of engagements.
                                   (3) The SSA must issue a certificate of
15                                     confirmation if it is satisfied that—
                                        (a) the society has complied with section
                                            377 and the foreign society has
                                            complied with the corresponding
                                            provision to section 377; and
20                                      (b) the rules, or proposed new rules, of the
                                            society are adequate; and
                                        (c) one of the following applies—
                                              (i) the certificate of incorporation of
                                                  the foreign society has been
25                                                surrendered to the SSA of the
                                                  participating State;
                                             (ii) the foreign society has satisfied
                                                  the SSA of the participating State
                                                  that its certificate of incorporation
30                                                has been lost or destroyed; and
                                        (d) there is no good reason why the transfer
                                            should not take effect.




             531176B.I1-22/4/97                    18
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                  s. 24
                                    Act No.

                           (4) An application for a certificate of
                               confirmation of a total transfer of
                               engagements under this Division—
                                (a) must be made in the way and form
5                                   required by the SSA; and
                                (b) if new rules are proposed for the
                                    society, must be accompanied by 2
                                    copies of the proposed new rules.
                          380. Certificate of confirmation for partial
10                             transfer
                           (1) This section applies if a society proposes a
                               partial transfer of engagements from a
                               foreign society to the society or from the
                               society to a foreign society.
15                         (2) The society may apply to the SSA for a
                               certificate of confirmation of the partial
                               transfer of engagements.
                           (3) The SSA must issue a certificate of
                               confirmation if it is satisfied that—
20                              (a) the society has complied with section
                                    377 and the foreign society has
                                    complied with the corresponding
                                    provision to section 377; and
                                (b) the rules, or proposed new rules, of the
25                                  transferee society are adequate; and
                                (c) the SSA of the participating State has
                                    issued, or is about to issue, a certificate
                                    of confirmation of the partial transfer of
                                    engagements for the foreign society
30                                  under the corresponding provision to
                                    this section; and
                                (d) there is no good reason why the transfer
                                    should not take effect.



     531176B.I1-22/4/97                    19
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 24
                                            Act No.

                                   (4) An application for a certificate of
                                       confirmation of a partial transfer of
                                       engagements under this Division—
                                        (a) must be made in the way and form
5                                           required by the SSA; and
                                        (b) if the society is the transferee society,
                                            and new rules are proposed for the
                                            society, must be accompanied by 2
                                            copies of the proposed new rules for the
10                                          society.
                                  381. When transfer of engagements takes effect
                                   (1) This section applies to a total or partial
                                       transfer of engagements from a society to a
                                       foreign society or from a foreign society to a
15                                     society.
                                   (2) The transfer of engagements takes effect—
                                        (a) if it is a total transfer of engagements—
                                              (i) on the issue under section 379, or
                                                  the corresponding provision to
20                                                section 379, of the certificate of
                                                  confirmation of the transfer; or
                                             (ii) if a later time is stated in the
                                                  certificate, at the later time; or
                                        (b) if it is a partial transfer of
25                                          engagements—
                                              (i) when the certificates of
                                                  confirmation of the transfer have
                                                  issued, under section 380, and the
                                                  corresponding provision to section
30                                                380, to both the transferor and
                                                  transferee societies; or
                                             (ii) if a later time is stated in the
                                                  certificates, at the later time.



             531176B.I1-22/4/97                     20
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                 s. 24
                                    Act No.

                          382. Effect of merger
                           (1) This section applies on a merger of a society
                               and a foreign society taking effect, whether
                               the merged society is registered under
5                              section 378 or the corresponding provision to
                               section 378.
                           (2) The merged society is the successor of the
                               merging societies.
                           (3) Without limiting sub-section (2)—
10                              (a) the members of each merging society
                                    become members of the merged
                                    society; and
                                (b) all assets and liabilities of each merging
                                    society become assets and liabilities of
15                                  the merged society without any
                                    conveyance, transfer or assignment;
                                    and
                                (c) in all documents (including, for
                                    example, a contract to which a merging
20                                  society was a party), a reference to a
                                    merging society is a reference to the
                                    merged society; and
                                (d) a legal proceeding by or against a
                                    merging society that is not finished
25                                  when the merger takes effect may be
                                    continued and finished by or against the
                                    merged society; and
                                (e) the duties, obligations, immunities,
                                    rights and privileges applying to a
30                                  merging society apply to the merged
                                    society.
                          383. Effect of transfer of engagements
                           (1) This section applies on a total transfer of
                               engagements taking effect under section 381.


     531176B.I1-22/4/97                   21
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 24
                                            Act No.

                                  (2) This section also applies on a partial transfer
                                      of engagements taking effect under section
                                      381, but only—
                                       (a) subject to the terms on which the
5                                          transfer takes place; and
                                       (b) to the extent necessary to give effect to
                                           the transfer.
                                  (3) The transferee society is the successor of the
                                      transferor society.
10                                (4) Without limiting sub-section (3)—
                                       (a) the members of the transferor society
                                           become members of the transferee
                                           society; and
                                       (b) all assets and liabilities of the transferor
15                                         society become assets and liabilities of
                                           the transferee society without any
                                           conveyance, transfer or assignment;
                                           and
                                       (c) in all documents (including, for
20                                         example, a contract to which the
                                           transferor society was a party), a
                                           reference to the transferor society is a
                                           reference to the transferee society; and
                                       (d) a legal proceeding by or against the
25                                         transferor society that is not finished
                                           when the transfer of engagements takes
                                           effect may be continued and finished by
                                           or against the transferee society; and
                                       (e) the duties, obligations, immunities,
30                                         rights and privileges applying to the
                                           transferor society apply to the
                                           transferee society.




             531176B.I1-22/4/97                   22
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                 s. 25
                                    Act No.

                          384. Surrender of certificate of incorporation
                           (1) This section applies if a society proposes—
                                (a) to merge with a foreign society, and
                                    under the proposal, the merged society
5                                   is to be incorporated in the participating
                                    State; or
                                (b) a total transfer of its engagements to a
                                    foreign society.
                           (2) After the proposed merger or transfer has
10                             been approved under section 377, the society
                               must surrender its certificate of incorporation
                               to the SSA.
                           (3) Upon the merger or transfer of engagements
                               taking effect under the friendly societies
15                             legislation of the participating State, the SSA
                               must cancel the registration of the society.'.
           25. Definitions in Part 11
                          In section 426 of the Code—
                           (a) the definition of "applicable standard" is
20                             repealed;
                           (b) in paragraphs (h) and (i) of the definition of
                               "carrying on business"—
                                 (i) for "this State" substitute "another
                                     State";
25                              (ii) for "another State" substitute "this
                                     State".
           26. Registration of foreign societies
                  (1) In section 427(2) of the Code—
                           (a) in paragraph (a), for "a certificate of the
30                             SSA" substitute "a certificate issued within
                               the preceding 2 months by the SSA";
                           (b) for paragraph (c) substitute—


     531176B.I1-22/4/97                    23
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 27
                                            Act No.

                                       "(c) a statutory declaration by 2 directors of
                                            the society stating—
                                              (i) the name and address of the office
                                                  of the person who is to act as
5                                                 agent of the society in this State;
                                                  and
                                             (ii) any names that the society
                                                  proposes to use in this State that
                                                  have been approved under Part 6A
10                                                of the AFIC Code and the
                                                  conditions for the use of any
                                                  approved name; and".
                          (2) In section 427(3) of the Code—
                                   (a) in paragraph (a) omit "and";
15                                 (b) paragraph (b) is repealed.
                          (3) In section 427 of the Code, after sub-section (3)
                              insert—
                                  "(4) A society is not eligible for registration
                                       under this section unless each name under
20                                     which it proposes to carry on business in this
                                       State—
                                        (a) is identical with a name under which it
                                            carries on business in the participating
                                            State in which the society is
25                                          incorporated; and
                                        (b) has been reserved for the society for
                                            use in this State by AFIC under Part 6A
                                            of the AFIC Code.".
                   27. Agents of foreign societies
30                        (1) In section 428 of the Code, for sub-section (2)
                              substitute—




             531176B.I1-22/4/97                    24
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                  s. 28
                                    Act No.

                          "(2) A foreign society must—
                                (a) appoint an agent who is a person
                                    ordinarily resident in this State or a
                                    body corporate incorporated in this
5                                   State; and
                                (b) obtain the written consent of the agent
                                    to act as the agent of the society in this
                                    State; and
                                (c) authorise the agent to accept on the
10                                  society's behalf service of processes
                                    and notices; and
                                (d) ensure that the agent maintains an
                                    office in this State and that the office is
                                    attended by the agent or a
15                                  representative of the agent at all times
                                    during ordinary business hours.".
                  (2) Section 428(3) of the Code is repealed.
           28. Repeal of section 429
                          Section 429 of the Code is repealed.
20         29. Service on agent
                          Section 431(2) of the Code is repealed.
           30. SSA to be notified of certain changes
                          For section 433 of the Code substitute—
                     "433. SSA to be notified of certain changes
25                         (1) A foreign society must, within one month
                               after a change affecting the agent of the
                               foreign society (or the address of the agent's
                               office), lodge with the SSA particulars of
                               that change accompanied by the prescribed
30                             documents.




     531176B.I1-22/4/97                    25
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 31
                                            Act No.

                                   (2) A change referred to in sub-section (1) takes
                                       effect at the end of the day on which the
                                       society lodges the particulars and the
                                       documents required under sub-section (1).".
5                  31. Balance sheets
                                  Section 434 of the Code is repealed.
                   32. SSA to provide certain documents
                                  In section 437 of the Code, for "are held by the
                                  SSA in accordance with section 27" substitute
10                                "may be inspected at the public office of the SSA
                                  in this State".
                   33. Transitional provisions for benefit funds
                          (1) In section 483 of the Code, before "A" insert
                              "(1)".
15                        (2) In section 483 of the Code, omit "and continues,
                              unless restructured or terminated in accordance
                              with Part 4A, as a benefit fund of the society".
                          (3) At the end of section 483 of the Code insert—
                                  "(2) Sub-section (1) does not apply to a benefit
20                                     fund of a continuing society from which only
                                       non-monetary benefits were provided before
                                       the commencement of this section.".
                   34. Transitional provision for accounts
                                  After section 489 of the Code insert—
25                         "489A. Accounts
                                       The directors of a society must prepare, or
                                       cause to be prepared, accounts for the
                                       financial year last ended before the
                                       commencement of this Code—
30                                      (a) as if the friendly societies legislation
                                            had not been enacted; or



             531176B.I1-22/4/97                    26
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                              s. 35
                                    Act No.

                                (b) in accordance with Part 6 of this Code
                                    and the standards.".
           35. Transitional provision for Part 4B
                          For section 492 of the Code substitute—
5                    "492. Operation of Part 4B
                           (1) Despite the commencement of Part 4B, a
                               failure to comply with that Part during the
                               period of 6 months after that commencement
                               is not a contravention of this Code.
10                         (2) The SSA may, in writing given to a society,
                               exempt the society from compliance with
                               Division 2 of Part 4B in respect of one or
                               more benefit funds for a further period
                               ending not later than 12 months after the
15                             commencement of that Division.
                           (3) An exemption under sub-section (2) applies
                               to the society and anything done by any
                               person in relation to the society and may be
                               given subject to such conditions as are
20                             specified in the notice.".
                                  _______________




     531176B.I1-22/4/97                   27
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 36
                                            Act No.


                   PART 3—AMENDMENT OF FRIENDLY SOCIETIES
                             (VICTORIA) ACT 1996

                   36. New section 21A inserted
                                  After section 21 of the Friendly Societies
5                                 (Victoria) Act 1996, in Part 7 insert—
                            "21A. Indictable offences
                                       An offence under the Friendly Societies
                                       (Victoria) Code that is punishable by a
                                       period of imprisonment of more than 2 years
10                                     is an indictable offence.".
                                          _______________




             531176B.I1-22/4/97                    28
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                             s. 37
                                    Act No.


        PART 4—AMENDMENT OF FINANCIAL INSTITUTIONS
                    (VICTORIA) ACT 1992

           37. New definition inserted
                  (1) In section 7(1) of the Financial Institutions
5                     (Victoria) Act 1992 insert—
                          ' "Friendly Societies Code" means the Friendly
                               Societies (Victoria) Code;'.
                  (2) In section 10(1) of the Financial Institutions
                      (Victoria) Act 1992 insert—
10                        ' "Friendly Societies Code" means the Friendly
                               Societies (Victoria) Code;'.
           38. New section 54A inserted
                          After section 54 of the Financial Institutions
                          (Victoria) Act 1992, in Part 9 insert—
15                  "54A. Indictable offences
                               An offence under the Financial Institutions
                               (Victoria) Code that is punishable by a
                               period of imprisonment of more than 2 years
                               is an indictable offence.".
20                                _______________




     531176B.I1-22/4/97                    29
                     Friendly Societies (Victoria) (Amendment) Act 1997
     s. 39
                                            Act No.


               PART 5—MINOR AND CONSEQUENTIAL AMENDMENTS

                   39. Statute law revision
                          (1) In section 3 of the Code—
                                  (a) in the definition of "accounts" for " reports"
5                                     (where secondly occurring) substitute
                                      "report";
                                  (b) in the definitions of "AFIC Code" and
                                      "Appeals Tribunal" omit "(Queensland)";
                                  (c) in the definition of "inspector", for "77"
10                                    substitute "33".
                          (2) In section 4(1)(f) of the Code, for "11" substitute
                              "10".
                          (3) In section 30(3) of the Code, for "approvel"
                              substitute "approval".
15                        (4) In section 40(7)(b) of the Code, for "83 (Offence
                              related warrants)" substitute "39".
                          (5) In section 69(3) of the Code, for "sub-section (3)"
                              substitute "sub-section (4)".
                          (6) In section 96(1)(b) of the Code, for "a" substitute
20                            "the".
                          (7) In section 111(1)(b) of the Code, for "fund"
                              (where first occurring) substitute "funds".
                          (8) In section 126 of the Code—
                                  (a) in the definition of "application period" for
25                                    "provison" substitute "provision";
                                  (b) in paragraph (c) of the definition of "proper
                                      authority", for "Code" substitute "Part".
                          (9) In section 171(2) of the Code omit "a person by".
                        (10) In section 215(1) of the Code, after "a
30                           contravention of" insert "section".


             531176B.I1-22/4/97                   30
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                           s. 40
                                    Act No.

                (11) In section 285(3)(a) of the Code, for "re-election"
                     substitute "election".
                (12) In section 298(10) of the Code, for "10"
                     substitute "9".
5               (13) In section 314(4) of the Code, for "resolutuion"
                     substitute "resolution".
                (14) In section 317(9)(b) of the Code, for "from"
                     (where secondly occurring) substitute "form".
                (15) In section 338(1)(c) of the Code, for "269"
10                   substitute "331".
                (16) In section 361(6) of the Code, for "6" (where
                     secondly occurring) substitute "7".
                (17) In section 479(4) of the Code, for "transactions"
                     substitute "arrangements".
15         40. Consequential amendments
                          An Act specified in the heading to an item in
                          Schedule 1 is amended as set out in that item.

                                 __________________




     531176B.I1-22/4/97                    31
                      Friendly Societies (Victoria) (Amendment) Act 1997
     Sch. 1
                                             Act No.


                                              SCHEDULE 1

                                   CONSEQUENTIAL AMENDMENTS

                      1. Benefit Associations Act 1958
                           1.1. In section 4(3)(a), for "Friendly Societies Act 1986"
5                               substitute "Friendly Societies (Victoria) Code".
                           1.2. In section 10, for "Friendly Societies Act 1986" substitute
                                "Friendly Societies (Victoria) Code".
                      2. Co-operation Act 1981
                           2.1. In section 52(3)(a), for "Friendly Societies Act 1986"
10                              substitute "Friendly Societies (Victoria) Code".
                           2.2. In section 54(7)(a), for "Friendly Societies Act 1986"
                                substitute "Friendly Societies (Victoria) Code".
                           2.3. In section 219, for "Friendly Societies Act 1986"
                                substitute "Friendly Societies (Victoria) Code".
15                    3. Co-operatives Act 1996
                           3.1. In section 306(e), for "Friendly Societies Act 1986"
                                substitute "Friendly Societies (Victoria) Code".
                      4. Co-operative Housing Societies Act 1958
                           4.1. In section 9(1), for "registered under the Friendly Societies
20                              Act 1986" substitute "registered or to be taken to be
                                registered under the Friendly Societies (Victoria) Code".
                           4.2. In section 73, for "registered under the Friendly Societies
                                Act 1986" substitute "registered or to be taken to be
                                registered under the Friendly Societies (Victoria) Code".
25                    5. Corporations (Victoria) Act 1990
                           5.1. In section 93, paragraph (e) is repealed.
                      6. Dentists Act 1972
                           6.1. In section 36(4)(iv), for "Friendly Societies Act 1986"
                                substitute "Friendly Societies (Victoria) Code".
30                    7. Environment Protection Act 1970
                           7.1. In section 4, for paragraph (c) of the definition of "financial
                                institution" substitute—




              531176B.I1-22/4/97                     32
             Friendly Societies (Victoria) (Amendment) Act 1997
                                                                                        Sch. 1
                                    Act No.
                          "(c) a society within the meaning of the Friendly Societies
                               (Victoria) Code; or".
             8. Financial Institutions Duty Act 1982
                  8.1. In section 4(2)—
5                          (a) omit "the Friendly Societies Act 1986,";
                          (b) before "Industrial and Provident Societies Act
                              1958" insert "Friendly Societies (Victoria) Code or
                              the".
             9. Funerals (Pre-paid Money) Act 1993
10                9.1. For section 6(1)(a) substitute—
                          "(a) a benefit fund of a society within the meaning of the
                               Friendly Societies (Victoria) Code; or".
           10. Industrial and Provident Societies Act 1958
                10.1. In section 41A(1)(c), omit ", the Friendly Societies Act
15                    1958".
                10.2. Sections 47B and 47D are repealed.
                10.3. In section 47E(1)—
                           (a) omit "or" at the end of paragraph (c);
                          (b) paragraph (d) is repealed.
20              10.4. In section 47F, for ", incorporated association or friendly
                      society" (wherever occurring) substitute "or incorporated
                      association".
           11. Pharmacists Act 1974
                11.1. In section 3, in paragraph (b) of the definition of "pharmacy
25                    department", after "Friendly Societies Act 1986" insert
                      "or the Friendly Societies (Victoria) Code".
                11.2. In section 21(4), for "registered society within the meaning
                      of the Friendly Societies Act 1986 while the society is
                      acting in accordance with that Act" substitute "society
30                    within the meaning of the Friendly Societies (Victoria)
                      Code while the society is acting in accordance with that
                      Code".
           12. Statistics Act 1958
                12.1. Sections 6 and 8 are repealed.
35



     531176B.I1-22/4/97                      33
                      Friendly Societies (Victoria) (Amendment) Act 1997
     Sch. 1
                                             Act No.

                    13. Trade Unions Act 1958
                         13.1. In section 6—
                                    (a) paragraph (a), for "Friendly Societies Act 1986"
                                        substitute "Friendly Societies (Victoria) Act
5                                       1996";
                                   (b) after paragraph (d) insert—
                                        "(e) The Friendly Societies (Victoria) Code—";
                                    (c) after "section 79 of the Friendly Societies Act 1986"
                                        insert "as in force immediately before the
10                                      commencement of the Friendly Societies (Victoria)
                                        Act 1996".
                    14. Unclaimed Moneys Act 1962
                         14.1. In section 9(1), in the definition of "business", for paragraph
                               (e) substitute—
15                                 "(e) a society within the meaning of the Friendly Societies
                                        (Victoria) Code; or".
                                          ═══════════════




              531176B.I1-22/4/97                      34
        Friendly Societies (Victoria) (Amendment) Act 1997
                                                                              Notes
                               Act No.


                                       NOTES




                By Authority. Government Printer for the State of Victoria.




531176B.I1-22/4/97                         35

				
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