Churches of Christ in New South Wales Incorporation Act 1947 (NSW)

Churches of Christ in New South Wales Incorporation Act 1947 No 2 An Act to incorporate the Churches of Christ Property Trust; to define its powers, authorities, duties and functions; to make provision for and in relation to trustees of Churches of Christ and the registration of Churches of Christ; to repeal the Churches of Christ Property Management Act 1906; and for purposes connected therewith. WHEREAS by the Churches of Christ Property Management Act 1906 provision was made amongst other things for the appointment of trustees to hold property on behalf of individual churches known as Churches of Christ and whereas it is expedient to make provision for the more satisfactory control of property held by or on behalf of Churches of Christ in New South Wales by the incorporation of the Churches of Christ Property Trust to hold property on behalf of the association of churches known as Churches of Christ in New South Wales: Be it therefore enacted by the King's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same as follows: Part 1 Preliminary 1 Name of Act and commencement (1) This Act may be cited as the Churches of Christ in New South Wales Incorporation Act 1947. (2) This Act shall commence upon the first day of May, one thousand nine hundred and forty-seven. (3) (Repealed) 2 Repeal The Churches of Christ Property Management Act 1906 is hereby repealed. 3 Definitions (1) In this Act unless the context or subject matter otherwise indicates or requires: Church of Christ means the whole of the members whose names are for the time being on the roll of any particular congregation of a church known or styled as a Church of Christ at any particular place in the State of New South Wales, being a church which is affiliated under the Constitution. Church Trustees means the trustees for the time being of any Church of Christ registered or deemed to be registered as trustees of such Church of Christ pursuant to Part 5. Churches of Christ in New South Wales means the association of Churches of Christ affiliated at the commencement of the Churches of Christ in New South Wales Incorporation (Amendment) Act 1982 under the Constitution together with such other Churches of Christ as may from time to time be admitted thereto in accordance with the conditions of admission for the time being in force, but does not include any church whose affiliation has been terminated. Conference means any meeting of delegates of the churches affiliated as "Churches of Christ in New South Wales" duly called together in accordance with the Constitution. Conference Auxiliary means any committee or organisation (not being a Conference Committee) consisting wholly of members of Churches of Christ in New South Wales or elsewhere or any committee or organisation that has for its objects the furtherance of the principles or work of the Churches of Christ in New South Wales or elsewhere or of any Conference Committee and, without limiting the generality of the foregoing, includes the Federal Conference of Churches of Christ in Australia, any Conference of Churches of Christ in any other State or Territory of Australia, any committee or organisation appointed by or formed by the Federal Conference of Churches of Christ in Australia or by any Conference of Churches of Christ in any other State, Territory or Trust Territory of Australia. Conference Committee means any committee or organisation appointed by or formed by Conference and coming either directly or indirectly under the control or direction of Conference. Conference Executive means the committee of that name constituted in accordance with the Constitution. Constitution means the constitution known as "The Constitution of the Conference of Churches of Christ in New South Wales". Member means member of the Trust. Registrar means the person from time to time holding office as Registrar in accordance with the provisions of this Act. Trust means the Churches of Christ Property Trust constituted under this Act. (2) Where a church (in this subsection referred to as the new church) known or styled as a Church of Christ at a particular place in the State of New South Wales is established by: (a) any church affiliated under the Constitution, or (b) any committee established by or under the direction of the Churches of Christ in New South Wales, a reference in this Act to a Church of Christ includes a reference to the whole of the members whose names are for the time being on the roll of the congregation of the new church, until: (c) the new church is affiliated under the Constitution, or (d) the end of the next annual meeting of Conference called after the new church is established, whichever first occurs. (3) When the Trust is the only Church Trustee of any Church of Christ, a reference in this Act to the Church Trustees of that Church of Christ shall be construed as a reference to the Trust. 4 Church government Except in respect of the matters and to the extent set forth in this Act nothing in this Act contained shall be held to affect the government management or administration of any Church of Christ coming under the operation of this Act. Part 2 Incorporation of the Churches of Christ Property Trust 5 Incorporation "The Churches of Christ Property Trust" constituted as hereinafter provided shall be a body corporate under that name and shall have perpetual succession and a common seal and may sue and be sued in its corporate name and shall be capable of purchasing, holding, granting, demising, disposing of or otherwise dealing with real and personal property, and of doing and suffering all such other acts and things as bodies corporate may by law do and suffer. 5A Contracts (1) Contracts on behalf of the Trust may be made as follows: (a) a contract which, if made between private persons, would be by law required to be in writing under seal may be made on behalf of the Trust in writing under the common seal of the Trust, (b) a contract which, if made between private persons, would be by law required to be in writing signed by the parties to be charged thereby may be made on behalf of the Trust in writing signed by any person acting under its express authority, given in writing under the common seal of the Trust. (2) Any contract made on behalf of the Trust in accordance with subsection (1) (a) or (b) shall be effectual in law and shall bind the Trust and its successors and all other parties thereto and may be varied or discharged in the manner in which it is authorised to be made. 6 Seal and quorum (1) The members for the time being of the Trust shall have the custody of its common seal and the form of such seal and all other matters relating thereto shall, except as hereinafter provided, be, from time to time, determined at a meeting of the Trust. (2) The common seal of the Trust shall not be affixed to any instrument except in pursuance of a resolution passed at a meeting of the Trust. Every instrument to which the common seal is so affixed shall be signed by not less than three members of the Trust. (3) Five members of the Trust shall constitute a quorum for the purposes of any meeting of the Trust: Provided that where there are two or three vacancies in the offices of members of the Trust four members of the Trust shall constitute a quorum for the purposes of any meeting of the Trust. (3A) A decision supported by the majority of the votes cast by the members of the Trust present and voting at a meeting of the Trust at which a quorum is present shall be the decision of the Trust. (3B) The chairman for a meeting of the Trust shall, in the event of an equality of votes, have, in addition to a deliberative vote, a second or casting vote at the meeting. (4) No act or proceeding of the Trust shall be invalidated or prejudiced by reason only of the fact that, at the time when such act or proceeding was done, taken or commenced, there were vacancies not exceeding three in number in the offices of members of the Trust. 6A Chairman (1) A chairman of the Trust shall be elected by the members of the Trust from among their number: (a) at the first meeting of the Trust held after each annual meeting of Conference, and (b) at the next meeting of the Trust held after the office of chairman becomes vacant pursuant to subsection (2). (2) The office of chairman of the Trust shall be deemed to have become vacant if the person holding that office for the time being: (a) ceases to be a member of the Trust, or (b) resigns that office by giving written notice of his resignation to the Trust. (3) A person elected under subsection (1) shall hold office as chairman of the Trust until: (a) the election under subsection (1) of his successor in that office, or (b) that office becomes vacant pursuant to subsection (2), whichever first occurs. (4) The chairman for a meeting of the Trust shall be: (a) except as provided by paragraph (b)—the chairman of the Trust, or (b) where the chairman of the Trust is absent from the meeting—another member of the Trust elected to act as chairman by the majority of the votes cast by the members of the Trust present and voting at the meeting. Part 3 Registrar 7 Appointment of Registrar The Trust shall, as occasion requires, appoint a member of a Church of Christ to be Registrar under this Act. If at any time the office of Registrar is vacant the Conference Secretary shall act as Registrar until such time as a Registrar is appointed in accordance with the foregoing provision. A member of the Trust may be appointed as Registrar. The person who immediately before the commencement of this Act held office as Registrar under the Churches of Christ Property Management Act 1906 shall be the Registrar under this Act until his successor has been appointed in accordance with the foregoing provision, but such person shall be eligible for such appointment. 8 Notice of appointment The Trust shall cause to be inserted in the Gazette notice of appointment of the Registrar and notice of any change in the address of the Registrar. Such notice shall be in or to the effect of Form 1 or Form 2 (as the case may require) of Schedule 1. 9 Keeping and inspection of duplicates of certificates issued under this Act The Registrar shall keep a duplicate of all certificates issued by him under this Act and may make such duplicates available for inspection by any person and shall on demand issue to any person an extract of any such certificate and may charge a fee of fifty cents for each inspection or extract as aforesaid. 10 Funds All funds in the hands of the Registrar under the Churches of Christ Property Management Act 1906, immediately before the commencement of this Act, and all funds coming into the hands of the Registrar under this Act shall be the property of the Trust and shall be applied towards the administration of this Act: Provided that any such funds that the Trust considers not to be required for such purposes may be used by the Trust for the benefit of the work or objects of Churches of Christ in New South Wales in such manner as the Trust decides. 11 Vacancy in office of Registrar The office of Registrar shall be deemed to have become vacant if the Registrar: (a) dies, (b) resigns his office by writing under his hand addressed to the Trust, (c) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes an assignment of his remuneration for their benefit, (d) becomes a temporary patient, a continued treatment patient, a protected person or an incapable person within the meaning of the Mental Health Act 1958 or a person under detention under Part 7 of that Act, or (e) is removed from office by resolution of the Trust. Part 4 Churches of Christ Property Trust 12 Churches of Christ Property Trust (1) There shall be constituted a Churches of Christ Property Trust. (2) The Trust shall, subject to subsection (3), consist of nine members being members in good standing of a Church of Christ and appointed by Conference in the manner hereinafter provided. (3) (a) The first Trust shall consist of the following members: Andrew Cowie Maclean, Esquire; Norman Douglas Morris, Esquire; Percy Herbert Morton, Esquire; Joseph Leslie Stimson, Esquire; Clement Armour Verco, Esquire; Richard Henry Wakeley, Esquire; and Spencer Charles Woolley, Esquire. (b) Such members shall, subject to section 17, hold office until their successors have been appointed at the annual meeting of Conference held in the year, one thousand nine hundred and forty-eight. 13 Exercise and discharge of powers, authorities etc by members The members shall in the exercise and discharge of their powers, authorities, duties and functions be subject to the direction and control of Conference in so far as the exercise or discharge of such powers, authorities, duties and functions is not regulated or controlled by or under this Act. 14 Tenure of office of members (1) At the annual meeting of Conference held in the year, one thousand nine hundred and forty-eight, nine members of the Trust shall be appointed. Three of such members shall be appointed for a term of nine years, three shall be appointed for a term of six years and three shall be appointed for a term of three years. Members appointed subsequent to those appointed at the annual meeting of Conference held in the year, one thousand nine hundred and forty-eight, shall be appointed for a term of nine years. (2) The terms of nine years, six years and three years for which members have been appointed in accordance with subsection (1) shall be deemed to expire upon the appointment of the successors of such members at the annual meeting of Conference held in the ninth, sixth and third year respectively, following their appointment. (3) This section shall be read subject to section 17. 15 Appointment of members (1) At the annual meeting of Conference held in every third year after the year one thousand nine hundred and forty-eight, three members shall be appointed to fill the vacancies occurring upon the retirement of members in accordance with section 14. (2) In the event of a casual vacancy occurring in the office of a member an appointment of a successor shall be made at the annual meeting of Conference next following the occurrence of such vacancy and the member appointed to fill such vacancy shall hold office only for the remainder of the term of office of the member whose place he fills. (3) In the event of the number of members at any time falling below six the remaining members shall appoint such number of persons qualified for appointment as members as may be necessary to bring the number up to six. A person so appointed under this subsection shall, subject to section 17, hold office only until the vacancy shall be filled at the next annual meeting of Conference in the like manner and with the like effect as a casual vacancy is filled under subsection (2). (4) In the event of any determination at any time being required as to which member shall be the retiring member or which member shall hold office for any particular term, in default of such determination being made by Conference, the Trust shall make such determination. (5) Any member if duly qualified shall upon the expiration of his term of office be eligible for re-appointment. 16 Appointments to be by election and to be notified (1) The persons to be appointed members at any annual meeting of Conference shall be the persons who have been the successful candidates at an election held at such annual meeting in such manner as Conference determines. (2) As soon as practicable after each appointment of a member the names of all the persons comprising the Trust shall be registered by the Registrar and notice thereof in or to the effect of the form in Schedule 2 shall be published by him in the Gazette. 17 Vacancies in offices of members The office of a member shall be deemed to have become vacant if the member: (a) dies, (b) resigns his office by writing under his hand addressed to the Trust, (c) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his creditors or makes an assignment of his remuneration for their benefit, (d) becomes a temporary patient, a continued treatment patient, a protected person or an incapable person within the meaning of the Mental Health Act 1958 or a person under detention under Part 7 of that Act, (e) absents himself from four consecutive meetings of the Trust without leave of the Trust, or (f) is removed from office by resolution of Conference, which resolution shall be carried by a three-fourths majority of those delegates present and entitled to vote. 18 Powers of Trust in respect of representation of estate of deceased persons (1) The Trust shall have power from time to time to apply for and obtain representation of the estate of any deceased person under whose will the Trust or any Church of Christ of which the Trust is the Church Trustee under this Act is a beneficiary or under whose will any real or personal property is devised or bequeathed for the benefit of the work or objects of Churches of Christ generally or for the support or advancement of any of the activities, work or objects of Conference or of any Conference Committee or Conference Auxiliary whether any particular Church of Christ, Conference Committee or Conference Auxiliary activity, work or object is specifically named or referred to in such will or not and to do all things necessary to administer such estate. (2) Any member of the Trust authorised for the purpose by the Trust may on behalf of the Trust swear affidavits, make declarations, statements of defence or other statements, give security and do any other act or thing required by any Charter, Act of Parliament or rule of court to be made by persons making application for probate or letters of administration. (3) Whenever the Trust shall have been appointed executor or administrator it shall be subject in all respects to the same control and to removal or restraint from acting and generally to the jurisdiction of the courts in the same manner as any other executor or administrator and, subject to the provisions of the Trustee Act 1925, as amended by subsequent Acts, all the property real and personal of the Trust and the members thereof and their respective estates shall be liable for the proper discharge of the duties of such office. 19 Powers of Trust The Trust shall have power: (a) to hold on behalf of the Churches of Christ in New South Wales any real or personal property vested by Conference in the Trust, and to manage, administer, sell, exchange, mortgage, lease, dispose of or otherwise deal with such property in accordance with any direction of Conference made in that behalf, (b) to hold on behalf of any Conference Committee or Conference Auxiliary any real or personal property vested by such Conference Committee or Conference Auxiliary in the Trust, and to manage, administer, sell, exchange, mortgage, lease, dispose of or otherwise deal with such property in accordance with any direction of such Conference Committee or Conference Auxiliary made in that behalf, (c) (i) to take in the name of the Trust and to hold any real or personal property devised, bequeathed, lent or otherwise made available by or under any will, deed of gift, deed of trust or other instrument for the benefit of the work or objects of Churches of Christ generally or for the support or advancement of any of the activities work or objects of Conference or of any Conference Committee or Conference Auxiliary whether any particular Church of Christ, Conference, Conference Committee or Conference Auxiliary activity, work or object is specifically named or referred to in such will, deed of gift, deed of trust or other instrument or not, and (ii) where conditions attach to any real or personal property referred to in subparagraph (i) by any such will, deed of gift, deed of trust or other instrument, to manage, administer, sell, exchange, mortgage, lease, dispose of or otherwise deal with such property in accordance with such conditions, or where no conditions attach or in so far as such conditions do not extend or are not applicable to any such property to manage, administer, sell, exchange, mortgage, lease, dispose of or otherwise deal with such property in accordance with any direction of Conference made in that behalf, and (iii) to apply the proceeds, profits or income of or arising from the management, administration, sale, exchange, mortgage, lease, disposal of or other dealing with such property as aforesaid in accordance with the conditions (if any) attaching thereto by such will, deed of gift, deed of trust or other instrument, or if no such conditions attach thereto or in so far as such conditions do not extend or are not applicable thereto, to apply such proceeds, profits or income in accordance with any direction of Conference made in that behalf, (d) to purchase, lease or otherwise acquire and hold in the name of the Trust real or personal property as directed by Conference or by any Conference Committee, Conference Auxiliary or Church of Christ (of which the Trust is the Church Trustee under this Act) and to manage, administer, sell, exchange, mortgage, lease, dispose of or otherwise deal with any such property in accordance with the like directions, (e) to act as Church Trustee for any Church of Christ in New South Wales in accordance with Part 5, (f) to do all things necessary for the proper administration of the properties, estates, bequests or trusts held by the Trust subject to the limitations imposed by law, (g) to refuse to hold or manage or administer any property in the hands of or acquired by any Conference Committee, Conference Auxiliary, Church of Christ or any trust unless directed by Conference that it shall not so refuse, (h) to invest any moneys held by it and not otherwise required in such manner and on such security as may be directed by Conference or by any Conference Committee, Conference Auxiliary, Church of Christ, or trust on whose behalf the said moneys are held and failing any such direction to invest the said moneys in: (i) securities authorised or deemed to be authorised by any law in force for the time being relating to the investment of trust funds, (ii) any security which may in the opinion of the Trust benefit the work or objects of Conference, any Conference Committee, Conference Auxiliary, Church of Christ or trust on whose behalf the moneys are held, (iii) loans to Conference, or to any Conference Committee, Conference Auxiliary or Church of Christ in New South Wales with or without security and on such terms and conditions as may be determined by the Trust, or (iv) loans to any organisation where the principal moneys will be used for the support or advancement of the work or objects of the Churches of Christ in New South Wales, (i) to borrow money for the purposes of the Trust, (j) to enter into any agreement, contract, guarantee or other undertaking on behalf of and under the direction of any Church of Christ or of Conference or of any Conference Committee or Conference Auxiliary, and (k) in the event of default being made in the repayment to the Trust of principal or interest in respect of any loan made to any Church of Christ or to Conference or to any Conference Committee or Conference Auxiliary and if that default has not been remedied within 60 days of written notice having been given to the person liable to make the repayment requiring repayment of the principal or interest, as the case may be, to sell, mortgage, lease or otherwise deal with the property of any such defaulting Church of Christ or of Conference or of any such Conference Committee or Conference Auxiliary, as the case may be, without any direction from that Church of Christ or Conference or that Conference Committee or Conference Auxiliary as if the Trust were the absolute owner thereof, but the Trust shall thereupon hold any excess money arising from any such sale, mortgage, leasing or other dealing in trust for that defaulting Church of Christ or for Conference or for that Conference Committee or Conference Auxiliary, as the case may be. 20 Protection of purchasers etc (1) No purchaser, lessee, mortgagee or other person dealing with the Trust and neither the Registrar-General nor the Crown Solicitor nor any other person registering or certifying title shall, upon any sale, exchange, lease, mortgage, or other dealing purporting to be made under a power conferred on the Trust by this Act be concerned to see or inquire into the necessity for or the propriety or the mode of exercising the same, or be affected by notice that the exercise of the power is unauthorised, irregular or improper. (2) A receipt for any money payable to the Trust signed by a member thereof shall be a sufficient discharge in favour of, and shall exonerate the person paying such money from all responsibility for the application of such money. 21 Officers of Trust The Trust may appoint a secretary, accountant, auditors and such other officers or employees as it may consider necessary for the effective carrying out of its powers, authorities, duties and functions and may pay such salary, fees or remuneration for such services as the Trust may consider appropriate. 22 Expenses Any expenses incurred by the Trust under this Act shall be a charge against the property, estate, bequest or trust on account of which the expense is incurred. Part 5 Church Trustees 23 Special resolution For the purposes of this Part in order to pass a special resolution a Church of Christ shall adopt the following procedure, namely: (a) a special meeting of the members of the Church of Christ shall be called by the secretary of the Church of Christ after being requested so to do by the Church Trustees or by the Board of officers of the Church of Christ or on receipt of a requisition signed by not less than ten members of the Church of Christ, (b) notice of such special meeting shall be given by announcement at the church services held by such Church of Christ on the two Sundays preceding the meeting, by affixing a notice in a prominent place at the entrance to the building in which such church services are held and allowing the same to remain there for the two Sundays preceding the meeting and by inserting, not less than three nor more than fourteen days before the date of the meeting, an advertisement in at least one daily or weekly newspaper circulating in the district in which such Church of Christ is situated, (b1) written notice of the special meeting shall be given to the Registrar at least 14 days before the date of the meeting, (b2) each notice referred to in paragraph (b) or (b1) shall state the nature of the business to be considered at the special meeting to which it relates, (c) at such special meeting only such members of the Church of Christ who are 18 years of age or over and whose names are on the roll of such Church of Christ according to the custom and practice of such Church of Christ shall be entitled to vote, (c1) any 2 members of the Trust appointed for the purpose by the Registrar may attend and take part in the special meeting, but shall not be entitled to vote at the meeting, (d) the members of such Church of Christ present at such meeting shall elect one of their number or a member of the Trust or the Registrar to be chairman thereof and any member present thereat may propose a motion of which notice has been given in accordance with the appropriate form of resolution set forth in Schedule 3 or such other appropriate form embodying any matter required or permitted by this Part to be the subject of any special resolution. Such motion shall be duly seconded, and after discussion the chairman shall put the motion to the vote of the members of such Church of Christ present at such meeting and the motion shall be deemed carried if three-fourths of the members present and entitled to vote in favour of the motion, (e) if the said motion shall be carried as aforesaid the chairman of the meeting shall forward to the Registrar a copy of the motion so carried accompanied by a statutory declaration verifying the said motion in the form set forth in Schedule 4. 24 Churches associated under Churches of Christ Property Management Act 1906 Any Church of Christ which immediately before the commencement of this Act was associated with the Churches of Christ under the Churches of Christ Property Management Act 1906 for the purposes of that Act shall be deemed to be registered under this Part and the Registrar shall issue to every such Church of Christ a certificate in or to the effect of Form 1 of Schedule 5. 25 Registration of Churches of Christ Any Church of Christ not registered or not deemed to be registered under this Act in which any property is vested or about to be vested may, on passing a special resolution in the appropriate form prescribed by Schedule 3, make application to the Trust to be registered under this Part. The Trust shall consider the application and may, subject to any direction of Conference, approve of the application or reject the application without assigning any reason for so doing. If the application is approved by the Trust the Registrar shall issue to such Church of Christ a certificate in or to the effect of Form 2 in Schedule 5. 26 Existing Church Trustees continued in office The persons who immediately before the commencement of this Act held office as trustees of any Church of Christ associated with the Churches of Christ under the Churches of Christ Property Management Act 1906 shall be deemed to be duly registered as trustees of such Church of Christ under this Part. Upon furnishing the Registrar with such evidence as he may require of their due appointment as Church Trustees under the said Act the Registrar shall issue to the Church of Christ of which such persons are Church Trustees a certificate in or to the effect of Form 3 in Schedule 5. 27 Appointment or change of Church Trustees (1) Subject to subsections (3) and (4), any Church of Christ registered or deemed to be registered or applying for registration under this Part may, by special resolution in the appropriate form prescribed by Schedule 3, appoint Church Trustees or remove any Church Trustee or Church Trustees, or appoint Church Trustees to fill any vacancies in the offices of Church Trustees or appoint additional trustees. (2) Subject to subsection (3), the Trust may pursuant to the foregoing provisions of this section be appointed Church Trustee of any Church of Christ. (3) When a Church of Christ makes its initial appointment of Church Trustees after the commencement of the Churches of Christ in New South Wales Incorporation (Amendment) Act 1982 it may only appoint the Trust as its Church Trustee. (4) Where the Trust is or becomes the only Church Trustee of any Church of Christ, no other or additional Church Trustee of that Church of Christ may be appointed, unless the prior approval of Conference or of the Conference Executive has been obtained to the appointment. (5) The Registrar shall as soon as practicable after receipt of notification of any special resolution as aforesaid issue to the Church of Christ to which such special resolution relates a Registration of Trustees Certificate in or to the effect of Form 4 in Schedule 5, or an amended certificate in such form as may be necessary to giv