How Are Documents Served on an Incorporated Association?

Serving an unincorporated group means finding an individual to serve. Serving an incorporated association is easier, because Part XIV of the Act lists the methods and the register tells the server where to go.

Documents in legal proceedings

The register is the key. A committee member named on the register can be served personally wherever found; a person who has left the committee but whose departure was never notified under section 28 remains, for this purpose, a committee member, which is one more reason to file changes promptly. The public officer is not named in section 136(1), but is usually the person at the registered office who receives documents, and section 136(2) allows the association itself to give notices or make demands “by writing under the hand of a committee member, a public officer, or a legal practitioner”.

Other documents

Under section 137 of the Associations Incorporation Act 2023, a document that is not part of a legal proceeding, such as a letter before action, a notice under the rules, a section 86 information request or a Registrar’s notice, may be served by any of the section 136 methods, by posting it to the postal address shown on the register, or “by facsimile machine, telex, or emailing it to an electronic address used by” the association. The email address given on the notice of intention, and the one the draft Regulation requires for the online registry, will be such an address.

Serving committee members

A document in a legal proceeding involving a committee member in that capacity may under section 138 be served by delivery to the committee member, by leaving it at his or her address as shown on the register, by leaving it at the registered office, as a court directs, by agreement, or at an address for service given under the court’s rules. Other documents may under section 139 also be posted to the committee member’s registered postal address or the association’s, or emailed to an address the committee member uses. The residential and postal addresses filed under section 28 are therefore the addresses at which a committee member can be sued for a breach of duty.

Documents to members

Section 140 governs how the association reaches its members: a notice, statement, report, account or other document may be delivered to the member’s address on the member register, hand delivered, emailed to an address the member has provided for the purpose, or sent by any other means the rules permit. This is how notices of meetings, including the 21-day notice for a special resolution, are given, and it explains why the member register and members’ email addresses must be kept current.

When a document is treated as received

Section 141(1) provides that delivery to a natural person is made by handing over the document or, if refused, by bringing it to the person’s attention and leaving it in an accessible place; that a posted document is treated as received five working days after posting; that a document sent by fax, computer or other electronic device is deemed received the day after it was sent; and that service by post is proved by showing the document was properly addressed, stamped and posted, and electronic service by showing it was properly transmitted. Section 141(2) allows the recipient to displace the deeming by proving that, through no fault of theirs, the document was not received within the time. A committee member who resigns by post under section 27 should therefore expect the resignation to take effect five working days after posting unless the notice says otherwise.

Notices from the Registrar

Unless the Act requires otherwise, the Registrar may deliver notices “by any means the Registrar deems appropriate”, including email or fax to an address the association or its committee members have provided, post or courier to the registered office, or publication in a newspaper of general circulation (section 141(3)). A certified copy derived from the Registrar’s electronic systems is admissible as a copy of the notice (section 141(4)). The practical consequence is that an association which does not monitor the email address it gave the Registrar may be validly notified of a demand for information, a name direction or an intended removal without ever seeing it.

Overseas associations after removal

When a registered overseas association is removed from the register, the Registrar automatically becomes its agent for service of process in any proceeding arising from its activities in Papua New Guinea, and must forward the process to it (section 134). A creditor of a departed overseas NGO therefore serves the Registrar. See overseas associations.