|
|
Home
| Databases
| WorldLII
| Search
| Feedback
Consolidated Acts of Samoa 2011 |
SAMOA
INCORPORATED SOCIETIES ORDINANCE 1952
Arrangement of Provisions
5A. Society may make regulations or by-laws
5B. Penalty for improper use of word "Incorporated"
Schedules
INCORPORATED SOCIETIES ORDINANCE 1952
1952 No.6
AN ORDINANCE to make provisions for the incorporation of societies which are not established for the purpose of pecuniary gain.
[Assent date: 9 September 1952]
1. Short title and commencement - This Ordinance may be cited as the Incorporated Societies Ordinance 1952 and shall come into operation on a date to be appointed for the commencement thereof by the High Commissioner by a notice published in the Gazette.
2. Interpretation - In this Ordinance, unless the context otherwise requires:
“Judge” means a Judge of the Supreme Court of Samoa;
"member" includes a person or a corporate body joining in the application for the incorporation of a society, and a person or corporate body admitted to membership after incorporation in accordance with the rules of a society;
“prescribed” means prescribed by this Ordinance or by regulations;
"Registrar" means the Registrar of Incorporated Societies under this Ordinance;
“regulation” means a regulation made by the Head of State, acting on the advice of Cabinet, under the authority of this Ordinance and gazetted in the Gazette;
“society” means a society incorporated under this Ordinance.
3. Incorporated societies - (1) A society consisting of not less than 15 persons associated for any lawful purposes but not for pecuniary gain may on application
being made to the Registrar in accordance with this Ordinance become incorporated as a society under this Ordinance.
(2) No such application shall be made except with the consent of a majority of the members of the society.
(3) No society shall be registered without the consent of the Head of State under a name which contains the words "standard" or "Samoa
standard" or any abbreviation thereof.
4. Pecuniary gain - Persons shall not be deemed to be associated for pecuniary gain merely by reason of any of the following circumstances:
(a) that the society itself makes a pecuniary gain unless that gain or some part thereof is divided among or received by the members or some of them;
(b) that the members of the society are entitled to divide between them the property of the society on its dissolution;
(c) that the society is established for the protection or regulation of some trade, business, industry or calling in which the members are engaged or interested, if the society itself does not engage or take part in any such trade, business, industry or calling or any part or branch thereof;
(d) that any member of the society derives pecuniary gain from the society by way of salary as the servant or officer of the society;
(e) that any member of the society derives from the society any pecuniary gain to which he or she would be equally entitled if he were not a member of the society;
(f) that the members of the society compete with each other for trophies or prizes other than money prizes.
5. Rules of incorporated societies -(1) The rules of a society shall state or provide for the following matters:
(a) the name of the society with the addition of the word "Incorporated" as the last word of that name;
(b) the objects for which the society is established;
(c) the modes in which persons become members of the society;
(d) the modes in which persons cease to be members of the society;
(e) the mode in which the rules of the society may be altered, added to, or rescinded;
(f) the mode of summoning and holding general meetings of the society or of voting thereat;
(g) the appointment of officers of the society;
(h) the control and use of the Common Seal of the Society;
(i) the control and investments of funds of the society;
(j) the powers (if any) of the society to borrow money;
(k) the disposition of the property of the society in the event of the winding up of the society;
(l) such other matters as the Registrar may require to be provided for in any particular instance.
(2) The rules of the society may make provision for the imposition on any member of reasonable fines and forfeitures, and for the
consequences of non-payment of any subscription or fine.
(3) The rules of the society may contain any other provisions which are not inconsistent with this Ordinance or with law.
(4) The rules of the society and any amendments of those rules shall be printed or typewritten.
5A. Society may make regulations or bylaws -(1) In addition to the matters specified in the last preceding section of this Ordinance, the rules of any society may make provision
empowering the society from time to time by resolution in general meeting to make, amend, or rescind regulations or bylaws, not inconsistent
with this Ordinance or with the rules of the society, for such purposes as may be specified in that behalf in the rules.
(2) The making, amendment or rescission of any regulations or bylaws pursuant to any rules in accordance with this section shall not
be deemed to be an alteration of the rules within the meaning of section 20 of this Ordinance.
5B. Penalty for improper use of word "Incorporated" -If any society, not being a society incorporated under this Ordinance, operates under any name or title of which the word "Incorporated", or any contraction or imitation of that word, is the last word, a member of the society is liable on conviction to a fine not exceeding 1 penalty unit for every day upon which that name or title has been used.
6. Application for incorporation –An application for the incorporation of a society shall be made to the Registrar in manner following:
(a) two copies of the rules of the society having written thereon an application for incorporation in the form of Schedule 1 hereto or to the like effect shall be signed by not less than 15 persons being members of the society and each subscriber to the application shall add to his or her signature, his or her occupation and address, and his or her signature shall be attested by a witness who is not a subscriber. When any body corporate is a subscriber its seal shall be affixed to the application;
(b) the 2 copies of the rules signed or sealed are to be delivered to the Registrar with the fees prescribed in Schedule 2, and together with a statutory declaration made by a solicitor to the effect that a majority of the members of the society have consented to the application and that the rules so signed or sealed are the rules of the society.
7. Registrar to register society if in order -The Registrar, on being satisfied that the requirements of this Ordinance have been observed, shall thereupon do the following things.
(a) enter the name of the society in the register kept by the Registrar under this Ordinance, together with such other particulars with respect to the society as the Registrar thinks fit;
(b) issue under the Registrar’s seal a certificate that the society is incorporated under this Ordinance in the form of Schedule 3;
(c) register the rules of the society by sealing with the Registrar’s seal the copies of the rules;
(d) return a copy to the subscribers and retain the other copy.
8. Certificate of incorporation to be conclusive evidence of registration –A certificate of incorporation issued under the seal of the Registrar is conclusive evidence that all statutory requirements in respect of the registration and all matters precedent and incidental thereto have been complied with and that the society is authorised to be registered, and has been duly registered and incorporated under this Ordinance.
9. Upon issue of certificate members to be a body corporate - Upon the issue of the certificate of incorporation the subscribers to the rules of the society, together with all other persons who are then members of the society or who afterwards become members of the society in accordance with the rules thereof, shall as from the date of incorporation mentioned in the certificate, be a body corporate by the name contained in the said rules having perpetual succession and a common seal, and capable forthwith, subject to this Ordinance and to the said rules, of exercising all the functions of a body corporate and of holding land.
10.Separate name of each society -No society shall be registered under a name identical with that of any other society or body corporate already registered under this Ordinance, or so nearly resembling the same as to be calculated to deceive except where that existing society is in the course of being dissolved, and testifies its consent in such manner as the Registrar requires.
11. Appeal from Registrar to Head of State -An appeal shall lie to the Head of State from any refusal of the Registrar to register a society or any amendment of the rules of a society, and the decision of the Head of State on any such appeal shall be final.
12. No liability on members for obligation of society -Except when otherwise expressly provided in this Ordinance, membership of a society shall not of itself impose on the members any liability in respect of any contract, debt or other obligation made or incurred by the society.
13. Members have no right to property of society -Except when otherwise expressly provided by this Ordinance or by the rules of a society, membership of a society shall not be deemed to confer upon the members any right, title, or interest, either legal or equitable, in the property of the society.
14. Contracts by society -(1) A contract which, if made between private persons, must be by deed, shall when made by a society, be in writing under the common
seal of the society.
(2) A contract which, if made between private persons must be in writing signed by the parties to be charged therewith, may, when
made by a society, be in writing signed by any person acting on behalf of and under the express or implied authority of the society.
(3) A contract which, if made between private persons, might be made without writing, may, when made by a society, be made without
writing by any person acting on behalf of or under the express or implied authority of the society.
15. Service of summons, etc., on society -Any summons, notice, order, or other document required to be served upon a society may be served by leaving the same at the society's registered office or by sending it through the post in a registered letter addressed to the society at that office.
16. Security for costs when society is plaintiff -When a society is the plaintiff in any action or other legal proceeding, and there appears by any credible testimony to be reason to believe that if the defendant is successful in the defence the assets of the society will be insufficient to pay his or her costs, the Court or Judge having jurisdiction in the matter may require sufficient security to be given for those costs, and may stay proceedings until that security is given.
17. Registered office -(1) A society shall have a registered office to which all communications may be addressed.
(2) Notice of the situation of that office and of any change therein, shall be given to the Registrar and recorded by the Registrar.
(3) Until that notice is given, the society is deemed not to have complied with the provisions of this section as to having a registered
office.
(4) If any society carries on its operations without having a registered office every officer of the society and every member of the
committee or other governing body of the society is liable to a fine not exceeding 1 penalty unit for every day during which those
operations are carried on.
18. Restriction of operations of society -(1) If any society carries on or proposes to carry on any operation which is beyond the scope of the objects of the society as defined
in its rules, the Registrar may give notice in writing to the society not to carry on that operation.
(2) If after the receipt of that notice the society fails or refuses to conform thereto, every officer of the society and every member
of the committee or other governing body of the society are liable to a fine not exceeding 1 penalty for every day during which that
failure or refusal continues, unless the officer or member or other governing body proves that the failure or refusal has taken place
without their authority or consent.
19. Society not to engage in operation involving pecuniary gain - (1) No society shall do any act of such nature that if the doing thereof were one of the objects for which the society was established
the members of the society would be deemed to be associated for pecuniary gain within the meaning of sections 3 and 4 hereof.
(2) A society which does any such act shall be liable to a fine not exceeding 2 penalty units.
(3) A member who aids, abets, procures, assists or takes part in the doing of any such act by a society is liable to a fine not exceeding
1 penalty unit and all members are jointly and severally liable to any creditor for all debts or obligations incurred by the society
in or in consequence of the doing of that act.
(4) A member who derives any pecuniary gain from any act done by the society in breach of this section, is deemed to have received
the same to the use of the society, and the same may be recovered by the society accordingly.
20. Alteration of rules -(1) A society may from time to time alter its rules in manner provided by the said rules, but subject to the provisions of this Ordinance.
(2) The alteration shall be in writing signed or sealed in duplicate by at least 3 members of the society, and the documents so signed
or sealed shall be delivered to the Registrar accompanied by a statutory declaration made by a solicitor or at least one member to
the effect that the said alteration has been made in accordance with the rules of the society.
(3) The Registrar, if satisfied that the alteration has been duly made, and that the rules as so altered conform in all respects to
this Ordinance, shall register the alteration in like manner as in the case of the original rules, and the said alteration shall
thereupon take effect according to the tenor thereof. Such registration shall be conclusive evidence that all conditions precedent
to the making of the alteration, or the registration thereof, have been duly fulfilled.
(4) No alteration in the objects of a society shall be registered unless the Registrar is satisfied either that the alteration is
not of such a nature as to prejudicially affect any existing creditor of the society, or that all creditors who may be so affected
consent to the alteration.
(5) In the case of any alteration of the name of a society the Registrar may in his or her discretion refuse to register the alteration
until the making thereof has been publicly advertised in such manner as the Registrar thinks fit.
21. Register of members -(1) A society shall keep a register of its members.
(2) The register shall contain the names, addresses and occupations of those members, and the date at which they become members.
(3) A society shall, when required by the Registrar so to do, send to the Registrar a list of the names, addresses and occupations
of its members accompanied by a statutory declaration verifying that and made by some officer of the society.
22. Annual financial statement -(1) A society shall deliver annually to the Registrar in such form and at such times as the Registrar requires an audited statement containing the following particulars:
(a) the income and expenditure of the society during the society's last financial year;
(b) the assets and liabilities of the society at the close of the said year;
(c) all mortgages, charges and securities of any description affecting any of the property of the society at the close of the said
year.
(2) The statement shall be accompanied by a certificate signed by some officer of the society to the effect that the statement has
been submitted to and approved by the members of the society at a general meeting.
(3) If any default is made by a society in the observance of the provisions of this section every officer of the society is liable
to a fine not exceeding 1 penalty unit for every day during which the default continues.
23. Voluntary winding up of society -(1) A society may be wound up voluntarily if the society, at a general meeting of its members, passes a resolution requiring the society
so to be wound up, and the resolution is confirmed at a subsequent general meeting called together for that purpose and held not
earlier than 30 days after the date on which the resolution so to be confirmed was passed.
(2) Subject to this Ordinance and to any regulation made under the authority thereof, the voluntary winding up of a society shall
be governed by the same rules as the voluntary winding up of a company under the Companies Act 2001.
24. Winding up of society by Supreme Court -A society may be wound up by the Supreme Court under the following circumstances:
(a) if the society suspends its operations for the space of a whole year;
(b) if the members of the society are reduced in number to less than 15;
(c) if the society is unable to pay its debts;
(d) If the society carries on any operation whereby any member thereof makes any pecuniary gain contrary to the provisions of this Ordinance;
(e) if a Judge of the Supreme Court is of the opinion that it is just and equitable that the society should be wound up.
25. Petition to Court for winding up -(1) An application to the Supreme Court for the winding up of a society shall be by petition presented either by the society, or by
a member thereof, or by a creditor thereof or by the Registrar.
(2) All costs incurred by the Registrar in making application for the winding up of a society shall, unless the said Court or a Judge
thereof otherwise orders, be a first charge on the assets of the society.
(3) Subject to this Ordinance and to any regulation made under the authority thereof, every application to the Supreme Court for the
winding up of a society, and every winding up of a society by the said Court shall be governed by the same rules as in the case of
winding up of a company by the Court under the Companies Act 2001.
26. Division of surplus assets on winding up -(1) On the winding up of a society or on its dissolution by the Registrar, all surplus assets after the payment of all costs, debts
and liabilities shall, subject to any trust affecting the same, be disposed of in manner provided by the rules of the society or
if such assets cannot be disposed of in accordance with the rules, then as the Registrar directs.
(2) If the surplus assets are subject to any trust they shall be disposed of as the Supreme Court or a Judge thereof directs in the
case of winding up by the said Court, or as the Registrar directs in the case of a voluntary winding up or in the case of dissolution
by the Registrar, but an appeal shall lie from any such decision of the Registrar to the Head of State at the suit of any person
interested. The decision of the Registrar under this subsection or subsection (1) is final unless notice of appeal therefrom is
delivered to the Registrar within one month after the decision had been given.
27. Dissolution by Registrar -(1) If at any time the Registrar is satisfied that a society is no longer carrying on its operations or has been registered by reason
of a mistake of fact or law, he or she may make under his or her seal a declaration that the society is dissolved as from the date
of declaration, and shall thereupon publish the declaration in the Gazette and make in the Register an entry of the dissolution of
the society.
(2) On the making of that entry the society shall be dissolved as from the date of the declaration.
(3) At anytime thereafter the Registrar on being satisfied that the declaration was made in error or ought to be revoked may revoke
the same by declaration published in the Gazette and shall thereupon make an entry of that revocation in the Register, and the society
shall thereupon be revived from the date of the dissolution thereof as if no such dissolution had taken place.
28. Corporate body may become member of society -A corporate body, whether incorporated under this Ordinance or in any other manner, may be a member of a society incorporated under this Ordinance, unless the purposes for which the society is established are ultra virus of the corporate body.
29. Pecuniary gain received by members of such corporate body -When any corporate body is a member of a society incorporated under this Ordinance, any pecuniary gain received by any member of that corporate body is deemed for the purpose of this Ordinance to be pecuniary gain received by a member of the society, and in respect of any such pecuniary gain every member of that corporate body shall be deemed to be a member of the society.
30. Such corporate body to be equivalent to 3 members -In estimating the number of subscribers to the rules of a society under section 3 or 6, or the number of members of a society under section 3 or 24, a corporate body which is a subscriber or member shall be taken as the equivalent of 3 subscribers or 3 members, as the case may be.
31. Registrar and Assistant Registrars -(1) The Public Service Commission may appoint a person to be the Registrar of Incorporated Societies.
(2) There may be appointed such Assistant Registrars of Incorporated Societies as may be required.
(3) The Registrar and Assistant Registrars so appointed may hold such office in conjunction with any other office which the Public
Service Commission deems not incompatible therewith.
(4) Subject to the direction of the Registrar, or to any regulations under this Ordinance prescribing the duties of Assistant Registrars,
every Assistant Registrar has and may exercise all the powers, duties, and functions of the Registrar. The fact of any Assistant
Registrar exercising any power, duty or functions as aforesaid is conclusive evidence of the Assistant Registrar’s authority
so to do.
32. Registrar to keep register of incorporated societies -(1) The Registrar shall keep a register in which there shall be recorded all matters required by this Ordinance or by any regulations
to be recorded by the Registrar.
(2) The Registrar shall keep a seal for the authentication of any documents required for the purposes of this Ordinance.
(3) There shall be paid to the Registrar in respect of the several matters mentioned in Schedule 2 hereto the fees therein specified.
(4) All fees so paid to the Registrar shall be paid by the Registrar into the Treasury and shall be part of the funds of the Government
of Samoa.
(5) All expenses incurred in the administration of this Ordinance shall be paid out of money appropriated by the Legislative Assembly
of Samoa.
33. Inspection of documents -(1) A person may on payment of the prescribed fee inspect the register or any documents lodged with the Registrar.
(2) Any person may, on payment of the prescribed fee, require a copy of the certificate of the incorporation of any society, or a
copy of or extract from the register or any document lodged with the Registrar, to be certified by the Registrar under his or her
seal.
(3) The copy or extract purporting to be under the seal of the Registrar is to be received in evidence in all proceedings, civil or
criminal.
34. Exemptions from stamp duty -No document required by this Ordinance to be delivered to the Registrar is liable to any stamp duty.
35. Regulations -The Head of State, acting on the advice of Cabinet, may by notice published in the Gazette make such regulations as the Head of State thinks fit for carrying into full effect the provisions of this Ordinance.
36. Savings -A Society shall be deemed not to be a Company for the purposes of the Companies Act 1955 (NZ) and save as herein otherwise expressly provided the provisions of the Companies Act 1955 (NZ) shall not apply to a society.
SCHEDULES
SCHEDULE 1
(Section 6(a))
APPLICATION FOR INCORPORATION
We, the several persons whose names are subscribed hereto being members of the above-mentioned society, hereby make application for the Incorporation of the Society under the foregoing rules in accordance with the Incorporated Societies Ordinance 1952.
SCHEDULE 2
(Section 6 (b))
TABLE OF FEES PAYABLE TO THE REGISTRAR
Fee on application for registration - $ 45.00
Fee for certificate of incorporation - 45.00
Fee for alteration of rules - 24.00
Fee for certified copy or extract - 24.00
(if the copy or extract exceeds
3 folios of 72 words each an
additional fee for each additional
folio or part thereof) - 3.00
Fee for any other document required to be registered - 24.00
Fee for inspection of Register - 12.00
Fee for inspection of any document - 12.00
SCHEDULE 3
(Section 7 (b))
CERTIFICATE OF INCORPORATION
Certificate of Incorporation No....
I hereby certify that the society under the name of ......... has been incorporated as a society under the Incorporated Societies Ordinance 1952, this ............. day of .......... 19 .......
(Seal of Registrar) ................ REGISTRAR.
REVISION NOTES 2008-2011
This Act has been revised under section 5 of the Revision and Publication of Laws Act 2008.
The following general revisions have been made:
(a) Amendments have been made to conform to modern drafting styles and to use modern language as applied in the laws of Samoa.
(b) Insertion of the commencement date
(c) Other minor editing has been done in accordance with the lawful powers of the Attorney General.
(i) “Every” and “any” changed to “a/an” or “each” where appropriate
(ii) Present tense drafting style:
- “shall be” and “has been” changed to “is/are”
- “shall have” changed to “has”
- “from time to timeremoved
(iii) Numbers in words changed to figures (including numbering for Schedules)
(iv) Removal of superflous terms such as “that is to say” and “namely”
There were no amendments made to this Act since the publication of the Consolidated and Revised Statutes of Samoa 2007.
This Act has been consolidated and revised in 2008, 2009, 2010 and 2011 by the Attorney General under the authority of the Revision and Publication of Laws Act 2008 and is the official version of this Act as at 31 December 2011. It is an offence to publish this Act without approval or to make any unauthorised change to an electronic version of this Act.
Aumua Ming Leung Wai
Attorney General of Samoa
Revised and consolidated in 2008 by the Legislative Drafting Division under the supervision of Teleiai Lalotoa Sinaalamaimaleula Mulitalo (Parliamentary Counsel)
Revised in 2009, 2010 and 2011 by the Legislative Drafting Division under the supervision of Papalii Malietau Malietoa (Parliamentary Counsel).
Incorporated Societies Ordinance 1952
is administered by the Ministry of Justice and Courts Administration
PacLII:
Copyright Policy
|
Disclaimers
|
Privacy Policy
|
Feedback
URL: http://www.paclii.org/ws/legis/consol_act_2011/iso1952295