Brotherhood of St. Laurence (Incorporation) Act 1971 (Vic)
Version No. 001
Brotherhood of St. Laurence (Incorporation) Act 1971
Act No. 8188/1971
Version incorporating amendments as at 23 July 2001
TABLE OF PROVISIONS
Section Page
1.Short title
2.Definitions
3.Brotherhood of St. Laurence to be a body corporate
4.The Constitution
5.Brotherhood to be successor in law of certain companies
6.Vesting of property in Brotherhood
7.Where property is under the operation of Transfer of Land
Act 19588.Wills
9.Deeds etc.
10.Properties held in trust
11.Property and income of Brotherhood to be held and applied towards objects of Brotherhood
12.Saving
13.Crown land at Eaglehawk in the County of Bendigo
14.Chief General Manager to be consulted in certain cases
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SCHEDULE—Constitution of the Brotherhood of St. Laurence
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ENDNOTES
1. General Information
2. Table of Amendments
3. Explanatory Details
Version No. 001
Brotherhood of St. Laurence (Incorporation) Act 1971
Act No. 8188/1971
Version incorporating amendments as at 23 July 2001
An Act to dissolve St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited, to establish a Body Corporate to be called the Brotherhood of St. Laurence, to vest certain Properties is such Body Corporate, and for other purposes.
Preamble
WHEREAS Gerard Kennedy Tucker a Clerk in Holy Orders of the Church of England in Australia in the year 1930 founded and became the Superior of a religious Order in the Church of England called and known as the Brotherhood of St. Laurence and such Order was inaugurated in Newcastle in the State of New South Wales on the 8th day of December 1930:
AND WHEREAS part of the said Order came to Melbourne in the State of Victoria in the year 1933 and the remainder of the said Order came to Melbourne in the year 1934:
AND WHEREAS originally the objects and work of the Order were religious in nature:
AND WHEREAS from about the year 1935 the major part of the work of the said Order became the alleviation of poverty and unemployment amongst the poor and underprivileged parts of the community in Melbourne and the relief of aged and infirm persons and other charitable works:
AND WHEREAS such work attracted large numbers of persons who gave voluntary assistance both financial and otherwise:
AND WHEREAS a company limited by shares and known as St. Laurence Trust Proprietary Limited was incorporated to hold property devised bequeathed or given to or in favour of the Brotherhood of St. Laurence to be devoted to its charitable purposes:
AND WHEREAS to facilitate the carrying out of works in the name of the Brotherhood of St. Laurence property both real and personal was vested in the said company:
AND WHEREAS all the issued shares in the capital of the said company are held in trust for or on behalf of the Brotherhood of St. Laurence:
AND WHEREAS a company limited by shares and known as St. Laurence Industries Pty. Limited was incorporated to operate sheltered workshops as part of the charitable works carried out in the name of the Brotherhood of St. Laurence:
AND WHEREAS councils and committees such as St. Laurence Court (Bendigo), the Geelong Council for St. Laurence Park Lara and the Brotherhood of St. Laurence Geelong Salvage Committee were formed to enable representation from the relevant localities:
AND WHEREAS by Orders in Council which pursuant to section 14 of the Land Act 1958 were respectively published in the Government Gazette on the 8th day of November, 1967 and on the 29th day of April, 1970 Crown lands at Eaglehawk in the County of Bendigo were reserved for the purposes of establishing homes for the aged:
AND WHEREAS by an appointment published in the Government Gazette of the 10th day of January, 1968 the Brotherhood of St. Laurence and by an appointment published in the Government Gazette of the 3rd day of June, 1970 certain persons mentioned in the appointment were respectively appointed as committees of management of the respective lands for the said purposes:
AND WHEREAS homes for the aged have been built on some of the said land and are occupied by aged persons:
AND WHEREAS Gerard Kennedy Tucker is the only surviving member of the Order known as the Brotherhood of St. Laurence:
AND WHEREAS it is expedient that a body corporate under the name of the Brotherhood of St. Laurence should be incorporated and should be invested with the powers and authorities hereinafter set forth and that the real and personal property held by the Brotherhood of St. Laurence and by the said limited liability companies should be vested in the said body corporate established by this Act:
AND WHEREAS for the purposes aforesaid it is expedient to dissolve the aforesaid limited liability companies:
AND WHEREAS the said Brotherhood of St. Laurence under its name as such or in the name of any institution or establishment conducted or controlled by it or in the name of one or both of the aforesaid limited liability companies is or may be named as a beneficiary or cestui que trust in or has or may have powers duties and privileges imposed or conferred on it by wills declarations of trust deeds settlements and other documents executed or made before the passing of this Act:
AND WHEREAS it is expedient to provide that such wills declarations of trust deeds settlements and other documents shall take effect as if the same were made executed or entered into by with to or in favour of or for the benefit of the body corporate as established by this Act:
BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):
1.Short title
This Act may be cited as the Brotherhood of St. Laurence (Incorporation) Act 1971.
2.Definitions
(1)In this Act, unless inconsistent with the context or subject-matter—
"Archbishop" means the Archbishop for the time being of the Church of England in Australia in the Diocese of Melbourne, and includes anyone for the time being administering the Diocese;
"Board of Directors" or "Board" means the Board of Directors for the time being constituted in accordance with the Constitution;
"Brotherhood" means the body corporate established by this Act under the name of the Brotherhood of St. Laurence;
"Constitution" means the body of rules in the Schedule entitled "Constitution of the Brotherhood of St. Laurence" as amended from time to time;
"Directors" means the members for the time being of the Board of Directors;
"property" means all real and personal property of any description whatsoever, whether legal or equitable, and includes every estate or interest in property;
"rules" means rules of the Constitution;
"will" includes codicil and every other testamentary disposition.
(2)In this Act where there is a reference to the amendment of a rule, the reference shall be construed as including the making of a new rule.
3.Brotherhood of St. Laurence to be a body corporate
The persons specified in the Constitution as the first members of the Brotherhood shall on the commencement of this Act be a body corporate by the name of the "Brotherhood of St. Laurence" and shall have perpetual succession and a common seal and under that name may sue and be sued and prosecute and defend and take proceedings in all courts civil and criminal, and subject to the provisions of this Act and to the Constitution the body corporate may take purchase or otherwise acquire receive hold and enjoy property to be held in trust for the objects of the Brotherhood and also may sell grant transfer convey exchange demise reserve or grant easements over or otherwise dispose of or deal with either absolutely or by way or mortgage charge lien or other encumbrance any of the property which may at any time be vested in the body corporate and generally may exercise all powers rights and privileges incident to a body corporate.
4.The Constitution
(1)The Brotherhood shall be governed by this Act and by the Constitution.
(2)Subject to this Act and to the Constitution, the Brotherhood shall be managed and controlled by the Board of Directors, and the Board of Directors may exercise all such powers and authorities of the Brotherhood as are not by or under the Constitution required to be exercised by the Brotherhood in general meeting.
(3)Subject to sub-sections (4) and (5) the Brotherhood may, in the manner provided in the Constitution, make rules not inconsistent with the objects set out in the Constitution, and may in like manner amend or revoke any rule of the Constitution.
(4)Rules 2, 46 and 52 of the Constitution or any part of those rules shall only be amended or revoked with the consent of the Governor in Council given after consideration of a report by the Brotherhood and after consultation with the Archbishop.
(5)The amendment or revocation of any rule of the Constitution other than a rule mentioned in sub-section (4) may be disallowed in writing under the hand of the Archbishop within three months of his receiving a full explanation from the Board of the purpose of the amendment or revocation, and if it is so disallowed the amendment or revocation shall cease to have force or effect.
(6)Copies of all rules made by the Brotherhood shall forthwith be sent to the Archbishop.
5.Brotherhood to be successor in law of certain companies
(1)St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited shall on the commencement of this Act be dissolved and the Brotherhood shall be the successor in law of each of the said companies.
(2)All contracts deeds bonds agreements debts liabilities securities duties and obligations and all powers authorities immunities rights and privileges of each of the said companies or made by or with or vested in exercisable by or imposed or binding upon or available to each of such companies immediately before the commencement of this Act shall as from the commencement of this Act be deemed to be the contracts deeds bonds agreements debts liabilities duties obligations powers authorities immunities rights and privileges of the Brotherhood and shall be enforceable or exercisable by or against the Brotherhood as fully and effectually as the same would have been enforceable or exercisable by or against such company had this Act not been passed.
6.Vesting of property in Brotherhood
All property which immediately before the commencement of this Act was vested in the Brotherhood of St. Laurence or in St. Laurence Trust Proprietary Limited or St. Laurence Industries Pty. Limited and all the estate and interest in any such property so vested shall, subject to the provisions of section 11, as from the commencement of this Act, vest in the Brotherhood without necessity for any conveyance transfer or other assurance of such property.
7.Where property is under the operation of Transfer of Land Act 1958
Where any property vested in the Brotherhood under or by virtue of this Act is an estate or interest in land under the operation of the Transfer of Land Act 1958 capable of being registered under that Act the Registrar of Titles on application to him in that behalf by the Brotherhood and on production of the certificate of title and on proof to his satisfaction of the facts relating thereto and without payment of any fee shall give effect to such vesting by making any recordings in the Register that are necessary or expedient because of the vesting.
8.Wills
(1)Where a will made prior to the commencement of this Act contains a devise or bequest of property to or in favour of—
(a)the Brotherhood of St. Laurence;
(b)St. Laurence Trust Proprietary Limited;
(c)St. Laurence Industries Pty. Limited;
(d)Gerard Kennedy Tucker for or on behalf of the Brotherhood of St. Laurence; or
(e)the Superior, or the Superior for the time being, of the Brotherhood of St. Laurence—
then, as from the commencement of this Act, the devise or bequest shall be deemed to be a devise or bequest of the property to or in favour of the Brotherhood.
(2)Where a will made prior to the commencement of this Act contains a devise or bequest of property to or in favour of—
(a)St. Laurence Court (Bendigo);
(b)the Brotherhood of St. Laurence Bendigo Committee of Management;
(c)the Brotherhood of St. Laurence Bendigo Salvage Committee;
(d)the Brotherhood of St. Laurence Geelong Salvage Committee;
(e)the Geelong Council for St. Laurence Park, Lara; or
(f)the Brotherhood of St. Laurence Salvage Committee—
then, as from the commencement of this Act, the devise or bequest shall be deemed to be a devise or bequest of the property to or in favour of the Brotherhood, and, so long as the relevant institution or establishment referred to in the will is in existence, to be used for the purposes of that institution or establishment.
(3)Where such devise or bequest of property is directed by the will to be used for a specific purpose or for specific purposes, the Brotherhood shall hold the property in trust for use of that purpose or those purposes.
9.Deeds etc.
(1)Where in a deed settlement or any other document whatsoever (other than a will) made prior to the commencement of this Act a gift or settlement of property is made to on or in favour of—
(a)the Brotherhood of St. Laurence;
(b)St. Laurence Trust Proprietary Limited;
(c)St. Laurence Industries Pty. Limited;
(d)Gerard Kennedy Tucker for or on behalf of the Brotherhood of St. Laurence; or
(e)the Superior, or the Superior for the time being, of the Brotherhood of St. Laurence—
then, as from the commencement of this Act, the gift or settlement shall be deemed to be a gift or settlement of the property to on or in favour of the Brotherhood.
(2)Where in a deed settlement or any other document whatsoever (other than a will) made prior to the commencement of this Act a gift or settlement of property is made to on or in favour of—
(a)St. Laurence Court (Bendigo);
(b)the Brotherhood of St. Laurence Bendigo Committee of Management;
(c)the Brotherhood of St. Laurence Bendigo Salvage Committee;
(d)the Brotherhood of St. Laurence Geelong Salvage Committee;
(e)the Geelong Council for St. Laurence Park, Lara; or
(f)the Brotherhood of St. Laurence Salvage Committee—
then, as from the commencement of this Act, the gift or settlement shall be deemed to be a gift or settlement of the property to on or in favour of the Brotherhood, and, so long as the relevant institution or establishment referred to in the will is in existence, to be used for the purposes of that institution or establishment.
(3)Where such gift or settlement is directed by the said document to be used for a specific purpose or for specific purposes, the Brotherhood shall hold the property in trust for use for that purpose or those purposes.
10.Properties held in trust
Where any property is held in trust immediately before the commencement of this Act and the terms of the trust instrument or trust require or authorize the trustees of such property immediately or in the future or at some time or in circumstances or upon some condition or conditions which will or may occur after the commencement of this Act to apply any part of the capital or income of the trust property held in trust by them to for or on behalf of the Brotherhood of St. Laurence or any of its purposes such trust instrument or trust shall be construed as requiring or authorizing (as the case may be) such trustees to apply the trust property to the like extent and at the like times and in the like circumstances and in the like conditions for the purpose of making payments whether of capital or income or to be applied as capital or income to for or on behalf of the Brotherhood or the relevant purposes.
11.Property and income of Brotherhood to be held and applied towards objects of Brotherhood
(1)All property and income vested in or acquired by the Brotherhood, however derived, shall, subject to the succeeding provisions of this section, be held and applied solely towards the objects of the Brotherhood set forth in Rule 2 of the Constitution, and no portion thereof shall be paid transferred or applied directly or indirectly by way of dividend or bonus or in any other profitable way to the persons who are or have been members of the Brotherhood.
(2)All property and income from time to time vested in or acquired by the Brotherhood shall so far as it is subject to a trust be held and applied in accordance with that trust and shall so far as it is not subject to a trust be held and applied for the objects set forth in Rule 2 of the Constitution.
12.Saving
Nothing in this Act shall be construed so as to deprive any person of any right discharge or protection that he had immediately before the coming into operation of the Act.
13.Crown land at Eaglehawk in the County of Bendigo
(1)The appointments referred to in the preamble of the Brotherhood of St. Laurence and of the persons mentioned in the appointment published in the Government Gazette of the 3rd day of June, 1970 as the respective committees of management of Crown lands at Eaglehawk in the County of Bendigo reserved for the purposes of establishing homes for the aged are hereby revoked as from the commencement of this Act, and in lieu thereof the Brotherhood is appointed as from such commencement to be the committee of management with respect to all the said Crown lands so reserved with the like powers duties and authorities as it would have had if it were appointed under the Land Act 1958.
(2)The said Crown lands at Eaglehawk in the County of Bendigo shall be deemed validly to have been temporarily reserved by the Orders in Council referred to in the preamble for the purposes of sites for homes for the aged in all respects as if those purposes were included in the purposes set out in section 14 of the Land Act 1958.
14.Chief General Manager to be consulted in certain cases
Where an institution or establishment of the Brotherhood is by virtue of Part III of the Hospitals and Charities Act 1958 registered under that Act as an institution or a benevolent society, then, before the Brotherhood sells, exchanges, leases, mortgages, disposes of or otherwise deals with any property which is property comprising the whole or any part of that institution or establishment the Brotherhood shall consult with and obtain advice from the Chief General Manager of the Department of Health.
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SCHEDULE
CONSTITUTION OF THE BROTHERHOOD OF ST. LAURENCE
1.The name of the body corporate is the "Brotherhood of St. Laurence".
2.The objects of the Brotherhood and for which the Brotherhood is established are—
(a)the relief of those who are poor, aged or infirm;
(b)the undertaking of works for the support aid and help of young persons employed in trade and industry;
(c)the undertaking carrying on or carrying out of any other charitable work or purpose.
3.In furtherance of the objects set out in Rule 2 hereof the Brotherhood shall have the following powers—
(a)to construct, maintain, and alter any houses, homes, hospitals, hostels, shelters, schools, buildings or works of any kind;
(b)to establish and support and to aid in the establishment and support of any other institutions associations or companies formed for all or any of the objects of the Brotherhood;
(c)to do such acts whether by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring or encouraging contributions to the funds of the Brotherhood by way of donations, annual subscriptions or otherwise;
(d)to print and publish any periodicals, books or leaflets as are desirable for the promotion of any of the objects of the Brotherhood;
(e)subject to the provisions of section 14 of the Act to sell, improve, manage, develop, exchange, lease, mortgage, place under option, dispose of, turn to account, or otherwise deal with either absolutely or conditionally or for any limited interest all or any part of the property and rights of the Brotherhood for such consideration (if any) as the Brotherhood may think fit with power to allow any time or times for the payment of the whole or any part of the consideration arising from any such dealing either with or without interest in the meantime and if with interest then at such rate or rates as the Brotherhood may think fit and either with or without security and if with security then with such security as the Brotherhood may think fit;
(f)to grant create and transfer or reserve such easements of way drainage or support or any other easements or rights of any kind whatsoever over upon or affecting the property of the Brotherhood or any part or parts thereof as to the Brotherhood may appear necessary or expedient and to surrender or accept the surrender of any easement or right;
(g)to raise or borrow money in such manner and upon such security (if any) as the Board of Directors shall think fit and in particular upon the security of any mortgage charge lien or other encumbrance over all or any part of the Brotherhood's property and rights (both present and future) or by the issue of debentures charged or not charged upon all or any part of the Brotherhood's property and rights (both present and future) and generally with such rights and upon such terms and conditions in all respects as the Brotherhood shall deem fit and to purchase redeem or pay off such securities or encumbrances and re-issue the same;
(h)to invest and deal with any moneys of the Brotherhood not immediately required for any of its objects upon such security or otherwise in such manner as may from time to time be determined by the Brotherhood with power to consolidate divide or in any way alter any such investments;
(i)to undertake and execute any trusts or agreements the undertaking whereof is in furtherance of any of the objects of the Brotherhood;
(j)to subscribe money for charitable purposes and to grant scholarships in the furtherance of the objects of the Brotherhood.
4.In this Constitution unless inconsistent with the context or subject-matter—
(a)words and expressions defined in the Act shall have the meanings so defined;
(b)words importing the singular number only shall include the plural; and words importing the plural number only shall include the singular; and words importing the masculine gender only shall include the feminine;
(c)the following words and expressions shall have the meanings set out opposite the same, namely—
"Act" means the Brotherhood of St. Laurence (Incorporation) Act 1971;
"Archbishop" means the Archbishop for the time being of the Church of England in Australia in the Diocese of Melbourne, and includes anyone for the time being administering the Diocese;
"Executive Director" means the member of the Board of Directors for the time being appointed under and pursuant to this Constitution to be the Executive Director;
"Holy Orders" means Holy Orders of the Church of England in Australia;
"member" means a person who is for the time being a member of the Brotherhood;
"month" means a calendar month;
"Secretary" includes Acting Secretary or any other person appointed by the Board of Directors to carry out the duties of the Secretary;
"the office" means the office for the time being of the Brotherhood appointed by the Board of Directors.
MEMBERS OF THE BROTHERHOOD
5.(1) The first members of the Brotherhood shall be the persons whose names and addresses are set out hereunder and who shall be deemed to be members of the respective classes set opposite their respective names:—
Geoffrey Tremayne Sambell
Gerard Kennedy Tucker
Robert Leopold Butterss
James Alexander Grant
Geoffrey James Taylorü
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"A" ClassRobert Charles Backholder
Frederick Carlyle Kimpton
Eric Leslie Hart
Alexander Richard Marks
David Horace Forde Scottü
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"B" ClassBruce McFarlane Buchanan
Neville Brooke
Peter John Hollingworth
Graham Austin Walkerü
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"C" Class(2)The members of the Brotherhood shall be the first members and all other persons who for the time being have agreed to become members and who have been admitted to membership in accordance with the provisions of this Constitution and every such member shall be a member of the class to which he has been so admitted.
(3)The Secretary shall keep and have the custody of a register of the members of the Brotherhood and shall enter or cause to be entered therein the names of all persons who have become members of the Brotherhood and such other particulars of such members as the Board of Directors shall from time to time direct:
Provided that entry in such register of the name of the member shall in no way be a condition of membership and the want of registration of any member shall not affect the validity of such person's admission to membership.
(4)A member shall cease to be a member of the Brotherhood in accordance with the provisions of Rule 7 hereof and any other provision or provisions of this Constitution in that behalf for the time being in force and upon a member ceasing to be a member the Secretary shall remove or cause to be removed from the register the name of such member.
6.There shall be the following three classes of members of the Brotherhood—
(i)"A" Class Members—These shall be clerks in Holy Orders who apply for membership and whose applications are approved by the Archbishop and by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "A" Class members shall not at any time exceed five in number.
(ii)"B" Class Members—These shall be persons other than clerks in Holy Orders and officers or employés of the Brotherhood who apply for membership and whose applications are approved by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "B" Class members shall not at any time exceed five in number.
(iii)"C" Class Members—These shall be employés or officers of the Brotherhood who apply for membership of the Brotherhood and whose applications are approved by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "C" Class members shall not at any time exceed five in number.
7.(1) A member of the Brotherhood may retire from membership by giving to the Board of Directors notice in writing to that effect and he shall thereupon cease to be a member. The membership of any member may at any time be terminated by a resolution of the Board of Directors, and the membership of an "A" or "B" Class member shall also be terminated if the member ceases to be a member of the Board of Directors and the membership of a "C" Class member shall also be terminated if the member ceases to be an employé or officer of the Brotherhood.
(2)Every "C" Class member shall cease to be a member at the date of the fifth Annual General Meeting of the Brotherhood next after his appointment and shall be eligible for re-election. He shall be re-elected if he gives to the Secretary prior to that meeting a notice in writing that he offers himself for re-election, and his re-election is approved by a majority of the then "A", "B", and "C" Class members voting as one body.
GENERAL MEETINGS
8.(1) The Annual General Meeting of the Brotherhood shall be held once in every calendar year during the period commencing on the 1st day of July and ending on the 30th day of November.
(2)In addition to the Annual General Meeting the Brotherhood may hold other general meetings which shall be called Extraordinary General Meetings.
9.The Board of Directors may whenever it thinks fit hold an Extraordinary General Meeting.
10.Subject to the provisions of Rule 57 as to Special Resolutions and any agreement made by all the members entitled to vote as to any shorter notice, at least seven clear days' notice in writing specifying the place day and hour of meeting, and in case of special business the general nature of such business, shall be given to every member entitled to vote at the meeting by notice sent by post or otherwise served as hereinafter provided. The accidental omission to give any such notice to or the non-receipt of any such notice by any of the members shall not invalidate any resolution passed or any proceedings at any such meeting.
SPECIAL BUSINESS
11.The following business shall be deemed to be special business—
(a)all business transacted at an Extraordinary General Meeting;
(b)all business transacted at an Annual General Meeting, with the exception of—
(i)the reports of the Board of Directors and of the auditors;
(ii)the consideration of the accounts and balance-sheets;
(iii)the election of any members of the Board or of any other officers; and
(iv)the fixing of the remuneration of the auditors.
PROCEEDINGS AT GENERAL MEETINGS
12.(1) No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business.
(2)Save as herein otherwise provided the quorum—
(a)in respect of any matter on which only "A" and "B" class members may vote shall, be five;
(b)in respect of any matter on which "A", "B" and "C" class members may vote, shall be seven.
13.If within fifteen minutes from the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same day a fortnight late at the same time and place. The Secretary shall give seven clear days' notice of the adjourned meeting to all members in the same manner as in the case of an original meeting, and if at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting the members present, if not less than three, shall be a quorum.
14.The Chairman (if any) of the Board of Directors shall preside as Chairman at every general meeting of the Brotherhood.
15.If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the "A" and "B" Class members present shall choose one of their number to be Chairman.
16.(1) At any meeting at which a quorum is present the Chairman may (and if so directed by the meeting shall) adjourn the meeting for another time and, if necessary, to another place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more at any one time notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
(2)Notwithstanding anything in sub-rule (1) the Annual General Meeting shall not be adjourned for a day other than a day within the period permitted for the holding of the Annual General Meeting.
17.At any general meeting a declaration by the Chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Brotherhood, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.
18.In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote.
VOTES OF MEMBERS
19.Subject to Rule 20 every member shall have one vote.
20."C" Class members shall not be entitled to vote except in respect of the following matters—
(a)the approval of an application for membership of the Brotherhood in any class;
(b)the approval of the re-election to membership of a "C" Class member;
(c)any approval provided for by Rule 32; and
(d)subject to Rule 21, any alteration or proposed alteration of the rights of "C" Class members.
21.Any alteration of the rights of any class of members shall not be made unless it is agreed to by a resolution passed by a four-fifths majority of the members of that class at a Special Meeting of such members called for the purpose:
Provided however, that the consent in writing of four-fifths of the members of the class affected if obtained within two months from the date of the Special Meeting shall be as effective as a resolution passed as aforesaid at such Special Meeting. All the provisions hereinbefore contained as to General Meetings shall mutatis mutandis apply to every such meeting except that the quorum for any such meeting shall be members totalling in number at least four-fifths of the class affected.
THE BOARD OF DIRECTORS
22.There shall be a Board of Directors consisting of not more than ten persons who are "A" Class or "B" Class members.
23.The following persons shall be the first members of the Board of Directors and shall be deemed to be members of the particular Class set opposite their respective name—
Geoffrey Tremayne Sambell
Gerard Kennedy Tucker
Robert Leopold Butterss
James Alexander Grant
Geoffrey James Taylorü
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"A" ClassRobert Charles Backholder
Frederick Carlyle Kimpton
Eric Leslie Hart
Alexander Richard Marks
David Horace Forde Scottü
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"B" Class24.All "A" Class members of the Board of Directors and at least three of the "B" Class members of the Board of Directors shall at all times be communicants of the Church of England in Australia.
25.The office of a member of the Board of Directors shall become vacant if—
(a)being an "A" Class member he ceases to be a communicant of the Church of England in Australia;
(b)being an "A" Class member, the Archbishop, by a notice in writing under his hand, withdraws his approval of such member as an "A" Class member of the Brotherhood;
(c)being a "B" Class member he ceases to be a communicant of the Church of England in Australia if upon his so ceasing there would then be less than three "B" Class members of the Board who were such communicants;
(d)he resigns his office by notice in writing to the Board of Directors;
(e)for more than six months he is absent without permission of the Board of Directors from meetings of the Board held during that period;
(f)he becomes bankrupt or makes any arrangement or composition with his creditors generally;
(g)he is removed from office by a special resolution duly passed at an Extraordinary General Meeting of the Brotherhood;
(h)he becomes of unsound mind.
26.The "C" Class members shall be invited to attend all meetings of the Board of Directors as consultants to the Board of Directors. They shall not be entitled to vote at any such meetings or enjoy any of the powers or privileges of members of the Board of Directors.
27.The Board of Directors may act notwithstanding any vacancies therein.
POWERS AND DUTIES OF DIRECTORS
28.Subject to the Act and to any other provision of this Constitution, the affairs of the Brotherhood shall be managed by the Board of Directors who may exercise all such powers of the Brotherhood as are not by these Rules required to to exercised by the Brotherhood in general meeting.
29.The Board of Directors shall cause minutes to be made in books provided for the purpose—
(a)of all appointments of officers made by the Board of Directors;
(b)of the names of the members of the Board of Directors and of any committee of or appointed by the Board of Directors, and of any committee appointed by the Brotherhood in general meeting;
(c)of all resolutions and proceedings at all meetings of the Brotherhood and of the Board of Directors and of committees of the Board of Directors.
SEAL
30.The Directors shall provide for the safe custody of the seal which shall only be used by the authority of the Directors or of a Committee of Directors authorized by the Directors in that behalf and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose.
DISABILITY OF DIRECTORS
31.A member of the Board of Directors shall not vote in respect of any contract or proposed contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted.
RETIREMENT AND APPOINTMENT OF DIRECTORS
32. (1) Every member of the Board, including an Executive Director, shall retire on reaching the age of 72 years.
(2)Subject to sub-rule (1) every member of the Board of Directors other than an Executive Director shall retire at the expiration of a period of five years from the date of his last appointment unless being an "A" Class member the Archbishop and a majority of the "A", "B", and "C" Class members in general meeting approve of such member continuing to hold office as a member of the Board of Directors or being a "B" Class member such member receives the approval of the "A", "B", and "C" Class members in general meeting to his continuation in office as a member of the Board of Directors; in any such case such member of the Board of Directors shall continue in office for a further period of five years and at the expiration of such period such member of the Board of Directors shall continue to be eligible to hold office for further periods subject to the like provisions as are hereinbefore contained.
(3)Notwithstanding anything in this Rule, Gerard Kennedy Tucker shall be and be entitled to remain as an "A" class member of the Board of Directors until he resigns from that office.
33.Any casual vacancy occurring in the Board of Directors shall be filled by an appointment made by the Board of Directors from the particular class of members of which the former member of the Board of Directors, in respect of whom the casual vacancy has occurred, was a member.
PROCEEDINGS OF THE BOARD OF DIRECTORS
34.The members of the Board of Directors may meet together for the despatch of business adjourn and otherwise regulate their meeting as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A member of the Board of Directors may, and the Secretary on the requisition of a member of the Board of Directors shall, at any time summon a meeting of the Board of Directors.
35.The quorum necessary for the transaction of the business of the Board of Directors may be fixed by the Board of Directors and unless so fixed shall be a majority of the members of the Board of Directors for the time being.
EXECUTIVE DIRECTOR
36.The Board of Directors may from time to time appoint one of its number to be the Executive Director of the Brotherhood. Every such appointment shall be subject to the approval of the Archbishop and every such Executive Director shall hold such office until he resigns in writing or is removed by a resolution of the Board of Directors.
37.The Board of Directors may from time to time delegate to the Executive Director for the time being such of the powers exercisable by the Board of Directors as it may think fit and may at any time revoke any such delegation.
38.The Executive Director may be remunerated for his services in such a manner and upon such terms as the Board of Directors may from time to time resolve.
OFFICERS AND EMPLOYÉS
39. (1) The Board of Directors shall have power to appoint such officers and employés as it thinks fit to assist in the administration of the Brotherhood and the furtherance of its objects and shall determine the conditions of employment and the remuneration of such officers and employés and shall have power to dismiss the same:
Provided that if the Board of Directors shall appoint a Manager of the Brotherhood such appointment shall be subject to the approval of the Archbishop.
(2)The Board of Directors shall have power to provide a scheme with respect to the payment of superannuation to the officers and employés of the Brotherhood and the assistance of any such officers and employés and their dependants.
CHAIRMAN OF DIRECTORS
40. (1) Subject to sub-rule (2) the Directors shall from time to time appoint one of their number who shall be a communicant member of the Church of England in Australia to be the Chairman of all meetings of the Board of Directors and of all meetings of the members of the Brotherhood and in all matters submitted to any such meetings the Chairman shall in the case of equality of votes have a second and casting vote. In the absence of the Chairman at any meeting of the Board of Directors, the Directors may appoint any one of their number present to be the Chairman of the meeting.
(2)The first Chairman of the Board of Directors shall be the "A" class member first mentioned in rule 23.
COMMITTEES
41.Subject to the Act the Board of Directors may delegate any of its powers to committees consisting of such persons as it thinks fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that are imposed on it by the Board of Directors.
42.A committee may elect a Chairman of its meetings; if no such Chairman is elected or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting.
43.A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in case of an equality of votes the Chairman shall have a second or casting vote.
DECISIONS OF DIRECTORS
44.A decision in writing signed by all the members of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted.
VALIDATION OF ACTS OF DIRECTORS
45.All acts done by any meeting of the Board of Directors or of a committee of the Board of Directors or by any person acting as a member of the Board of Directors shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member or members of the Board of Directors or persons acting as aforesaid or that he, they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Board of Directors.
ACCOUNTS
46.The Board of Directors shall cause to be kept proper books of account in which shall be kept full true and complete accounts of the affairs and transactions of the Brotherhood.
47.The books of account shall be kept at the office of the Brotherhood or at such other place or places as the Board of Directors thinks fit and shall always be open to inspection of the members subject as hereinafter provided.
48.The Board of Directors shall from time to time determine at what times and places and under what conditions or regulations the accounts and books of the Brotherhood or any of them shall be open to the inspection of members.
49.The Directors shall once in each year cause to be prepared and to be laid before the Brotherhood at the Annual General Meeting proper accounts of income and expenditure and balance-sheets.
50.A copy of every balance-sheet and account which is to be laid before the Brotherhood in General Meeting together with a copy of the auditor's report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notice of general meetings of the Brotherhood and to the Archbishop.
SECRETARY
51. (1) A Secretary shall be appointed by the Board of Directors for such period and on such conditions as to remuneration and otherwise as may from time to time be determined by the Board. The Secretary shall act under the direction of the Board of Directors.
(2)The Secretary shall see that a faithful record is kept of the business transacted at all meetings of the Brotherhood, the Board of Directors and of any committee of or appointed by the Board of Directors.
AUDIT
52. (1) The Board of Directors shall cause the accounts of the Brotherhood to be audited once in each year by a registered company auditor.
(2)A copy of the accounts as so audited shall forthwith be sent to the Archbishop.
NOTICES
53. (1) A notice may be given by the Brotherhood to any member either personally or by sending it by post to him to his registered address or (if he has no registered address within Victoria) to the address (if any) within Victoria supplied by him to the Brotherhood for the giving of notices to him.
(2)Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same was posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
54.If a member has no registered address within Victoria or has not supplied to the Brotherhood an address within Victoria for the giving of notices to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the office of the Brotherhood shall be deemed to be duly given to him at noon on the day on which the advertisement appears.
55.Notice of every general meeting shall be given in any manner hereinbefore authorized to all members except those members who (having no registered address within Victoria) have not supplied to the Brotherhood an address within Victoria for the giving of notices to them.
INDEMNITY AND REIMBURSEMENT
56. (1) Every member officer and employé of the Brotherhood or of the Board of Directors shall be entitled to be indemnified out of the funds of the Brotherhood against all liability incurred by him as such member officer or employé in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connexion with any application in relation thereto in which relief is granted to him by the court.
(2)Every member officer and employé referred to in sub-rule (1) shall be entitled to be reimbursed out of the funds of the Brotherhood in respect of any costs charges and expenses actually incurred by him in the carrying out of his functions and duties.
ALTERATIONS OF CONSTITUTION BY SPECIAL RESOLUTION
57. (1) The Brotherhood, may subject to the Act make amend or revoke rules by special resolution passed at an Annual General Meeting or an Extraordinary General Meeting.
(2)A member shall not propose such a special resolution as aforesaid without having first given to the Secretary notice in writing of the special resolution intended to be proposed.
(3)The Secretary shall, not more than 10 days after receiving the information of the proposal and not less than 21 days before the holding of the meeting, give notice of the intended proposal to every member.
(4)The special resolution shall be deemed to be passed only if it is supported by not less than two-thirds of the total number of members entitled to vote on that resolution.
REGULATIONS
58. (1) The Board of Directors may make such regulations not inconsistent with this Act or the Constitution as the Board considers necessary or expedient to carry out the management and control of the Brotherhood and its affairs, and may in like manner amend or revoke any regulations so made.
(2)Copies of all regulations shall forthwith be sent to the Archbishop.
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ENDNOTES
1. General Information
The Brotherhood of St. Laurence (Incorporation) Act 1971 was assented to on 30 November 1971 and came into operation on 30 November 1971.
2. Table of Amendments
This Version incorporates amendments made to the Brotherhood of St. Laurence (Incorporation) Act 1971 by Acts and subordinate instruments.
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Health Commission Act 1977, No. 9023/1977
Assent Date: 24.5.77 Commencement Date: S. 47(Sch. 1 Pt B item 1) on 7.12.78: Government Gazette 6.12.78 p. 3759 Current State: This information relates only to the provision/s amending the Brotherhood of St. Laurence (Incorporation) Act 1971
Health (Amendment) Act 1985, No. 10262/1985
Assent Date: 10.12.85 Commencement Date: S. 4(Sch.) on 1.3.86: Government Gazette 26.2.86 p. 451 Current State: This information relates only to the provision/s amending the Brotherhood of St. Laurence (Incorporation) Act 1971
Transfer of Land (Computer Register) Act 1989, No. 18/1989 (as amended by No. 48/1991)
Assent Date: 16.5.89 Commencement Date: 3.2.92: Government Gazette 18.12.91 p. 3488 Current State: All of Act in operation
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3. Explanatory Details
No entries at date of publication.
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