Transparency to members is one of the 2023 Act’s stated objects, and sections 84 to 86 are where it is delivered. They give members three distinct rights.
Right one: inspecting the statutory records
An association must keep available for inspection by a member, or a person authorised in writing by a member, who serves written notice of intention to inspect: (a) the certificate of incorporation or registration; (b) the rules; (c) the member register; (d) the full names, addresses and postal addresses of the committee members and public officer; (e) details of the registered office and address for service; (f) minutes of all meetings and resolutions of members within the last seven years; (g) copies of written communications to all members during the last seven years; (h) copies of annual returns filed during the last seven years; and (i) any auditor’s report or statements.
The list covers governance, not day-to-day finances: committee minutes, contracts, bank statements and the accounting records are not on it, though the annual report (a communication to members) and the financial statements (filed with the return and included in the report) are. Failure to comply is, unusually, an offence by “every member of the incorporated association”, with a fine of up to K5,000 or six months (section 84(2)); the drafting appears to be an error for “every committee member”, and section 85(3) so provides for the related duty.
Place, hours and copies
Section 85(1) of the Associations Incorporation Act 2023 requires the records to be kept “at its principal place of business and at its registered office, if different, on working days between the hours of 9:00 a.m. and 5:00 p.m.”. A member may require a copy of, or extract from, any inspectable document to be sent within ten days of a written request, on paying “a reasonable copying and administration fee prescribed by the incorporated association” (section 85(2)). Failure is an offence by every committee member with a fine of up to K5,000 or two months (section 85(3)).
Right two: requesting information
Section 86 goes beyond the fixed list. A member “may at any time make a written request to an incorporated association for information held by the incorporated association”, specifying it in enough detail to be identified. Within one month the association must do one of four things: provide the information; agree to provide it within a specified period; agree to provide it within a specified period on payment of a reasonable, specified and explained charge; or refuse, giving reasons (section 86(3)). It may refuse where disclosure would be likely to prejudice its financial position or its pursuit of its objectives, or the financial position of another person, or where the request is frivolous or vexatious (section 86(4)). If a charge is set, the member has a month to pay or is deemed to have withdrawn the request (section 86(5)). This section is how a member obtains bank statements, contracts, grant agreements or committee minutes.
Right three: going to the District Court
Where the association’s period or charge is unreasonable, the District Court may order it to supply the information within such time or on such charge as the Court thinks fit (section 86(6)). Where the association has refused, the Court may decide whether it had sufficient reason and, even if it did, whether other reasons outweigh the refusal, and may order the information supplied or withheld (section 86(7)). The Court may order the association to pay the member’s reasonable expenses including lawyer’s fees if the refusal was unreasonable or in bad faith, or order the member to pay the association’s if the proceeding was brought without reasonable cause or for an improper purpose (section 86(8)), and may restrict the use and onward disclosure of the information (section 86(9)). The choice of the District Court makes the remedy cheap and local. See the site’s District Court series.
The annual report
Separately, section 75 requires the annual report to be available for inspection at the principal place of business and the place where records are kept for a month before the annual meeting. The report discloses each committee member’s remuneration and the totals of donations, dues and grants (section 76). See the annual report.
What non-members can see
None of these rights extends to the public. A non-member’s access is through the Registrar: under section 149 any person may inspect the register, which contains the rules, the certificate, the committee and public officer details, the registered office, the annual returns and any financial statements filed with them, and under section 150 may obtain copies and certificates. The member register is not filed with the Registrar and is not publicly available.
Serve the section 84 notice in writing and keep a copy; ask under section 86 for specific documents by date and description rather than “all financial records”; offer to pay a reasonable copying charge; and if refused, obtain the reasons in writing before applying to the District Court. A member who gathers the documents this way is well placed to seek the removal of a committee member under section 45 or a compliance order under section 52.
Sources
- Associations Incorporation Act 2023 — ss 45, 52, 75, 76, 84, 85, 86, 149, 150
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.