Building Societies Act 1985 (Qld)

593 (l->.irensInnb ANNO TRICESIMO QUARTO ELIZABETHAE SECUNDAE REGINAE No. 42 of 1985 An act to consolidate and amend the law relating to building societies and for other purposes [ASSENTED TO 24TH APRIL. 1985]

594 Building Societies Act 1985. N o. 42 BE IT ENACTED by the Queen ' s Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled , and by the authority of the same, as follows:- PART I-PRELIMINARY 1. Short title. This Act may be cited as the Building Societies Act 1985. 2. Commencement . (1) This section and section 1 shall commence on the day_ on which this Act is assented to for and on behalf of Her Majesty. (2) Except as provided by subsection (1). this Act shall commence on a day appointed by Proclamation. 3. Arrangement of Act. This Act is arranged as follows:- PART I-PRELIMINARY (ss. 1-7): PART II-INCORPORATION (ss. 8-30). Division 1-Formation and Registration: Division 2-Rules: Division 3-.Fames: Division 4-Office and Service of Documents: PART III-OBJECTS AND POWERS (ss. 31-45): Division I-Objects: Division 2-Advances: Division 3-Investment: PART IV-CAPITAL AND MEMBERSHIP (ss. 46-62): Division 1-.1fembership: Division 2-Share Capital; Division 3-Deposits and Loans: Division 4-Liquidity and Reserves: Division 5-Contracts; Division 6-Unclaimed tfonevs: PART V-MANAGEMENT (ss. 63-116): Division 1-Directors and Officers; Division 2-Meetings and Voting; Division 3-Accounts; Division 4-Audit:

Building Societies Act 1985, No. 42 595 Division 5-Registers: Division 6-Returns; PART VI-DISPUTES (s. 117); PART VII-AMALGAMATION AND TRANSFER OF ENGAGEMENTS (ss. 118-122); PART VIII-SUSPENSION, ADMINISTRATION. RECEIVERSHIP AND WINDING UP OF BUILDING SOCIETIES (ss. 123-133); Division 1-Suspension; Division 2-.4ppointment of Administrator; Division 3-Receivers and t fanagers; Division 4-Winding Up: PART IX-CONTINGENCY FUND AND COMMITTEE (ss. 134-154), PART X-ADMINISTRATION (ss. 155-184); Division 1-.4dministrative Staff and Office; Division 2-General; Division 3-Investigations; Division 4-Inquiry by Registrar and Special .-audit; Division 5-.-advisory Committee; PART XI-EVIDENCE AND OFFENCES (ss. 185-221): Division I-Evidence; Division 2-O/fences; Division 3-Proceedings; PART XII-MISCELLANEOUS (ss. 222-228): PART XIII-TRANSITIONAL. ETC. (ss. 229-235). 4. Interpretation . (1) In this Act, unless the contrary intention appears- "accounting records" includes invoices, receipts, orders for the payment of money, bills of exchange, cheques. promissory notes. vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; "administrator" means a person appointed as an administrator under Part VIII; "Advisory Committee" means the Housing and Building Societies Advisory Committee as constituted from time to time under

596 Building Iocieties .Ict 1985. No. 42 section 57 of the Co-operative Housing Societies Act1958- 1974 and constituted by section 183 of this Act to be the advisory committee for the purposes of this Act: "annual general meeting". in relation to a building society, means a meeting of the building society required to be held by section 83: "bank- means- (a) a bank as defined by section 5 of the Banking .-ict 1959 of the Commonwealth as amended and in force for the time being: or (b) a bank constituted under a law of a State or Territon-, "banker's books" means- (a) books of a bank, including any documents used in the ordinan business of a bank: (b) cheques. orders for the payment of money. bills of exchange and promissory notes in the possession or under the control of a bank: and (c) securities or documents of title to securities in the possession or under the control of a bank whether by way of pledge or otherwise: " Bankruptcy Act1966" means the Bankruptcy Act1966 of the Commonwealth as amended and in force for the time being and includes an Act passed in substitution for that Act: "board" means the board of directors of a building society: "books" includes any register or other record of information and any accounts or accounting records however compiled. recorded or stored and also includes any document: "building society" means a permanent building society formed and registered under this Act. or a permanent building society or a terminating building society deemed pursuant to section 16 (1) to be registered under this Act: "certified" in relation to a copy of or extract from a document means certified by a statement in writing to be a true copy of or extract from the document: -charge" means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage. whether upon demand or otherwise: "Contingency Fund" means the Permanent Building Societies Contingency Fund established and kept pursuant to Part IX: "Contingency Fund Committee" means the Permanent Building Societies Contingency Fund Committee constituted under section 138: "corporation" means any body corporate whether formed or incorporated within or outside the State but does not include- (a) a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown: or (b) a corporation sole:

Building Societies Act 1985 , N o. 42 597 "Court" means the Supreme Court of Queensland; "director" in relation to a building society includes- (a) any person occupying or acting in the position of a director of the building society by whatever name called and whether or not validly appointed to occupy, or duly authorized to act in, the position; and (b) any person in accordance with whose directions or instructions a director of the building society is accustomed to act; "document" includes- (a) any paper or other material on which there is writing or printing, or on which there are marks, symbols or perforations having a meaning for persons qualified to interpret them: and (b) a disc, tape or other article from which sounds, images or messages are capable of being reproduced. and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice; "emoluments" means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a building society, in connexion with the management of the affairs of the building society, whether as a director or otherwise. but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the building society: "employee" includes- (a) any person ( other than a director ) in the paid employment of a building society ( whether by way of salary , allowance, fee, stipend , wage. commission or other payment of a like nature); (b) any other person or body of persons who or which provides the building society with secretarial or administrative services: (c) any person in the paid employment of a person or body referred to in paragraph (b); "executive officer" in relation to a building society means any person , by whatever name called , and whether or not he is a director of the building society, who is concerned , or takes part, in the management of the building society; "functions" includes duties; "insolvent under administration " means a person who- (a) under the Bankruptcy Act1966 or the law of an external Territory, is a bankrupt in respect of a bankruptcy from which he has not been discharged; or

598 Building Societies Act 1985 , No. 42 (b) under the law of a country other than Australia or the law of an external Territory, has the status of an undischarged bankrupt, and includes- (c) a person who has executed a deed of arrangement under Part X of the Bankruptcy Act1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia where the terms of the deed have not been fully complied with: and (d) a person whose creditors have accepted a composition under Part X of the Bankruptcy Act1966 or the corresponding provisions of the law of an external Territory or the law of a country other than Australia where a final payment has not been made under that composition; -land" includes any building thereon or to be erected thereon and any other improvements thereon or to be made thereon: "machine copy" has the meaning ascribed to that expression in Part VII of the Evidence Act1977-1984: "Minister" means the Minister for Justice and Attorney-General or other Minister of the Crown for the time being charged with the administration of this Act: the term includes a Minister of the Crown who is temporarily performing the duties of the Minister: "mortgage insurer" means the Housing Loans Insurance Corporation established by the Housing Loans Insurance .Act 1965 of the Commonwealth or other insurer approved under section 36 as a mortgage insurer for the purposes of this Act; "officer" in relation to a building society includes- (a) a director, secretary, executive officer, treasurer, employee or administrator of the building society or any other person empowered under the rules of the building society to give directions or instructions in regard to the conduct of the business of the building society; (b) a receiver and manager of the property or any part of the property of the building society appointed under a power contained in an instrument; (c) a liquidator of a building society appointed in a voluntary winding up, but does not include- (d) a receiver who is not also a manager; (e) a receiver and manager appointed by the Court; or (f) a liquidator appointed by the Court;

Building Societies Act 1985, No. 42 599 "permanent building society " means a building society which has not by its rules any fixed date at which, or specified event or result on the attainment of which, it is to terminate: "power " includes an authority: "prescribed bill of exchange " means a bill of exchange- (a) that is drawn by a building society in favour of itself: (b) that has been accepted by the bank or prescribed corporation on which it is drawn: and (c) under which the date for payment is either fixed or determinable at the time the bill is drawn: "prescribed corporation " means a prescribed corporation within the meaning of section 97 (7) (b) of the Companies (Queensland) Code: "principal executive officer" in relation to a building society means the principal executive officer of the building society for the time being , by whatever name called , and whether or not he is a director: "registered company auditor " means a person registered as an auditor under the Companies ( Queensland) Code; "registered liquidator" means a person registered as a liquidator under the Companies (Queensland) Code; "Registrar " means the Registrar of Commercial Acts, Brisbane. appointed under the Administration of Commercial Laws Act 1962-1981: the term includes any Deputy Registrar of Commercial Acts, Brisbane . appointed under that Act: "repealed Act" means the Building Societies A ct 1886-1976: "reproduction " in relation to a document has the meaning ascribed to that expression in Part VII of the Evidence Act1977-1984: "secondary mortgage market" has the meaning ascribed to that term by section 4 of the Mortgages (Secondary Ifarket) Act 1984: "special notice " in relation to a general meeting of a building society. means a notice of that meeting given not less than 28 days before the meeting: "terminating building society " means a building society registered under the repealed Act as a terminating building society: "Territory " means a Territory of the Commonwealth: "transparency " in relation to a document has the meaning ascribed to that term in Part VII of the EvidenceAct1977- 1984. (2) For the purposes of this Act, a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a building society, are accustomed to act by reason only that the directors act on advice given by that person in the proper performance of the functions attaching to his professional capacity.

600 Building Societies Act 1985, No. 42 (3) A reference in this Act to the holding building society of a corporation shall be read as a reference to a building society of which the corporation is a subsidiary. (4) For the purposes of this Act, a receiver of the whole or any part of the property of a building society shall be deemed to be also a manager of the building society if the receiver manages affairs of the building society or has power under the terms of his appointment to manage affairs of the building society. 5. Repeals. (1) The Acts referred to in the First Schedule are repealed or, as the case may be, amended to the extent indicated therein. (2) An Act as amended by this Act may be collectively cited as indicated in relation to that Act in the First Schedule. 6. Subsidiaries . (1) For the purposes of this Act, a corporation shall. subject to subsection (3). be deemed to be a subsidiary of a building society if- (a) the building society- (i) controls the composition of the board of directors of that corporation: (ii) is in a position to cast. or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of that corporation: or (iii) holds more than one-half of the issued share capital of that corporation (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) that corporation is a subsidiary of any corporation that is a subsidiary of the building society (including a corporation that is a subsidiary of the building society by another application or other applications of this paragraph). (2) Without limiting by implication the circumstances in which the composition of a corporation's board of directors is to be taken to be controlled by a building society the composition of a corporation's board of directors shall be taken to be controlled by a building society if that building society, by the exercise of some power exercisable whether with or without the consent or concurrence of any other person by that building society, can appoint or remove all or a majority of the directors, and for the purposes of this provision that building society shall be deemed to have power to make such an appointment if- (a) a person cannot be appointed as a director without the exercise in his favour by that building society of such a power; or (b) a person's appointment as a director follows necessarily from his being a director or other officer of that building society.

Building Societies Act 1985, No. 42 601 (3) In determining whether a corporation is a subsidiary of a building society- (a) subject to paragraphs (b) and (c), any shares held or power exercisable- (i) by any person as a nominee' for that building society: or (ii) by. or by a nominee for, a subsidiary of that building society not being a subsidiary that is concerned only in a fiduciary capacity. shall be treated as held or exercisable by that building society: (b) any shares held or power exercisable by any person by virtue of the provisions of any debentures of that corporation, or of a trust deed for securing any issue of such debentures. shall be disregarded: and (c) any shares held or power exercisable by. or by a nominee for. that building society or its subsidiary (not being held or exercisable as mentioned in paragraph (b)) shall be treated as not held or exercisable by that building society if the shares are held or the power is exercisable only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connexion with the lending of money. (4) In subsection (3) (b). "debentures"' means debentures within the meaning of the Companies (Queensland) Code. 7. Application of Companies (Queensland) Code. (1) Subject to the express provisions of this Act. the Companies (Queensland) Code and the Companies (.Acquisition of'Shares) (Queensland) Code do not apply to. or to acts. matters, circumstances or things of. or in relation to. building societies. (2) The provisions of section 169 of the Companies (Queensland) Code apply to building societies except in relation to the issue of shares pursuant to section 51 or except where the Governor in Council, by_ Order in Council. directs in respect of- (a) a particular building society: and (b) such prescribed interest as is specified in the Order in Council. that those provisions do not apply to that building society in respect of that prescribed interest. For the purposes of this subsection "prescribed interest" has the same meaning as is ascribed to that term by section 5 (1) of the Companies (Queensland) Code. (3) Where under this Act provisions of the Companies (Queensland) Code are expressed to be applicable to, or to acts, matters, circumstances or things of, or in relation to. building societies, a reference to the applied provisions shall be construed as including a reference to- (a) rules made under the Companies (Queensland) Code and the relevant provisions of those rules shall, mutatis nuuandis, apply accordingly: and

602 Building Societics .-lct 1985, N o. 42 (b) the Companies (Queensland) Regulations and the relevant provisions of those regulations shall. nmtatis mutandis and with such modifications (if any) as may be prescribed, apply accordingly. PART II-INCORPORATION Division I-Formation and Registration 8. New building societies. On and after the commencement of this Act. a building society shall not be formed or established unless- (a) it is formed and established under this Act; (b) it is a permanent building society. 9. Formation of new building societies . (l) Subject to this Act. a permanent building society may be formed by not less than the prescribed number of persons aged 18 years or upwards who are. by the rules of the proposed society, qualified to be members. (2) No permanent building society shall be formed unless there is a meeting. called the formation meeting. for the purpose of forming the society at which there are present not less than the prescribed number of persons of the age. and having the qualifications, required by subsection M. (3) At the formation meeting there shall be presented to the prospective members of the proposed permanent building society- (a) a written statement showing the objects of the society and the reasons for believing that, when registered, it will be able to carry out its objects successfully, and (b) a copy of the rules that are to be tendered for registration. (4) If. at the formation meeting or any subsequent or adjourned meeting, not less than the prescribed number of persons of the age, and having the qualifications, required by subsection (I)- (a) approve the rules with or without amendment; (b) sign 2 copies of the rules (each of which signatures shall be attested by a witness); (c) sign an application for membership and shares (which application shall state the respective names , addresses and occupations of the persons and the number of shares for which each will respectively subscribe), they shall proceed to elect the first directors of the permanent building society in accordance with the rules as so approved. (5) The expenses of and incidental to the formation of the permanent building society may be paid either out of capital or income.

Building Societies Act 1985, N o. 42 603 (6) In this section "the prescribed number" means 100 or, where some other number is prescribed by the regulations for the purposes of this section, the number so prescribed. 10. Application for registration . (1) A permanent building society formed in accordance with section 9 may apply to the Registrar in the prescribed form and manner to be registered under this Act. (2) An application for registration- (a) shall be made within 2 months after the formation meeting at which the first directors were elected or within such further period as the Registrar allows; and (b) shall be accompanied by- (i) the prescribed fee; (ii) a statutory declaration by the chairman and secretary of the formation meeting that the requirements of section 9 have been complied with; (iii) a copy of the statement presented to the formation meeting signed by the chairman and secretary of the meeting; (iv) the 2 copies of the proposed rules signed as prescribed by section 9; (v) a list in the prescribed form containing such particulars referred to in section 80 as are specified in that form; (vi) a list containing the full name and the occupation and address of each applicant for membership and the number of shares subscribed for by him; (vii) such evidence as the Registrar may require that the permanent building society will, upon registration, have available to it the funds referred to in section 11 (1) (c); (viii) such other particulars as may be prescribed. 11. Registration . (1) If the Registrar- (a) is satisfied that the permanent building society has complied with the requirements of this Act; (b) approves the proposed rules or approves the proposed rules subject to such modifications as he thinks fit; (c) is satisfied that from the date of its registration the permanent building society will have available to it not less than $2 000 000 (whether by way of share capital or by way of loan or deposit) and that such amount- (i) will include members' share capital of not less than $1000 000; and (ii) will include funds that aggregate not less than $500 000 which funds are expressly prohibited by the agreement or agreements relating to the subscription of the capital or, as the case may be, the loan or deposit and by the rules

604 Building Societies Act 198x, No, 42 from being withdrawn or repaid within the period of 10 years after the date of their receipt by the society: and (iii) will, to the extent of not less than $500 000, be lodged by a corporation or corporations within the class prescribed: (d) is satisfied that there are reasonable grounds for believing that the permanent building society. if registered. will be able to carry out its objects successfully. he shall register the permanent building society and shall issue a certificate of incorporation in the prescribed form to the effect that the societ\ is registered under this Act on and from the date specified in the certificate. (2) The Registrar shall forward to the permanent building society the certificate of incorporation together with one copy of the rules approved by him (whether subject to alteration or not) certified as prescribed. (3) Any of the amounts specified in subsection (1) (c) may, in relation to a particular permanent building society. be reduced by Order in Council but in no event shall- (a) the amount firstly specified be reduced below $1 000000: (b) the amount secondly specified be reduced below $500 000: (c) the amount thirdly specified be reduced below $250 000: (d) the amount fourthly specified be reduced below $250 000. (4) During the period of 10 years from the date of registration of a permanent building society the Registrar may. in relation to any amount lodged in the funds of the society for the purpose of satisfying the provisions of subsection (1) (c). permit. with the consent of the society. the person who lodged such amount (or his assignees or personal representative) to withdraw the shares or. as the case may be. be repaid the loan or deposit representing such amount if he is satisfied- (a) that the withdrawal or. as the case may be. repayment will not have the effect of reducing the amount required to be lodged in its funds under the said subsection below the amount applying to the society: and (b) that the amount referred to in subsection (1) (c) (ii) will not be reduced below the amount applying to the society. (5) The sums of money specified in this section may be varied by Order in Council on and from the date specified in the Order. whereupon they shall have the same force and effect as if enacted in this section. 12. Incorporation . (1) Upon the registration of a permanent building society under this Act the Registrar shall forthwith notify in the Gazette. in the prescribed form. that the society is registered. The publication of such notification shall, in the absence of evidence to the contrary. be conclusive evidence that all the requirements of this Act in respect of registration have been complied with.

Building Societies Act 1985, No. 42 605 (2) Even building society registered under the repealed Act and in existence immediately before the commencement of this Act and every permanent building society registered under this Act upon the publication of the notification referred to in subsection (1) shall- (a) be a body corporate with perpetual succession and a common seal: (b) in its corporate name be capable of suing and being sued: (c) subject to this Act and the rules of the society, be capable of holding. acquiring, dealing with and disposing of real and personal property: (d) have the powers, rights and functions conferred, imposed or prescribed by or under this Act and the rules of the society: (e) be capable of doing and suffering all such other acts and things as bodies corporate may in law do and suffej- (other than such acts or things as may be prescribed). 13. Proof of incorporation . (1) The Registrar shall, when so requested b, any person and on payment of the prescribed fee. furnish that person with a certificate in the prescribed form. (2) A certificate under the hand of the Registrar furnished under subsection (1) shall be, in the absence of evidence to the contrary, conclusive evidence that the building society named in the certificate is incorporated under this Act or. as the case may be. the repealed Act. 14. Fidelity guarantee insurance . (1) Every building society shall. within one month after its date of registration, effect and continue in force at all times a fidelity guarantee insurance policy with the State Government Insurance Office (Queensland) or any other insurer authorized to care' on business in Queensland under the Insurance Acts 1973 of the Commonwealth (as amended and in force for the time being) or under the Insurance Act1960-1976 or such other arrangement as is approved by the Minister on the recommendation of the Advisory Committee for the purpose of safeguarding to the extent prescribed under this Act shareholders' and depositors' funds and any other moneys, securities or the like held in trust or otherwise against fraudulent misappropriation or fraudulent embezzlement by- (a) any officer. employee or agent of the building society: or (b) any other person to whom, the building society has given a franchise or who on behalf of the building society. conducts all or any of its affairs. A certified copy of such policy and all conditions and memoranda (if any) applicable thereto. together with certified copies of the acceptance or renewal cert ificates relating thereto shall be furnished by the building society to the Registrar within 14 days of the acceptance or renewal, as the case may be. (2) If default is made by a building society in complying with any condition of a fidelity guarantee insurance policy or of an arrangement 23

606 Building Societies .4ct 1985, No. 42 effected by it under subsection (1) the building society shall be deemed to have failed to comply with a provision of this Act. (3) Every building society shall, in respect of all real and personal property vested in the building society, insure and keep the property insured to an adequate extent against all risks properly insurable against in accordance with good and prudent management. (4) Every building society shall insure and keep itself insured to an adequate extent against all liabilities properly insurable against which may arise through injury to any person or damage to any property caused during the course of the conduct of its business as a building society. 15. Review of decisions of the Registrar. (1) Where the Registrar- (a) refuses to register a proposed permanent building society. or any of its proposed rules, or any proposed alteration of the rules of a building society; (b) registers the rules or the alteration of the rules subject to such modifications as he thinks fit; (c) requires the revision or alteration of a rule; or (d) directs a change of name of a building society, and the applicant for registration or, as the case may be, the building society, within one month of the receipt by him or it of notification of the refusal, registration, requirement or direction. requires the Registrar so to do, the Registrar shall specify in writing under his hand within one month of the date of receipt of the requisition- (i) the grounds of his refusal; or (ii) in the case of the registration of the alteration of a rule subject to modification, the grounds on which the alteration was modified: or (iii) in the case of a requirement or direction by him, the grounds upon which the requirement or direction was made or given. (2) Within one month of the receipt by him or it of the document specifying the grounds of the Registrar's refusal, modification, requirement or direction, the applicant for registration or, as the case may be, the building society may, unless the grounds of the Registrar's refusal, requirement or direction are that the permanent building society would be or the building society is registered by a name or a name of a kind that the Minister has directed the Registrar not to accept for registration, apply to the Court for review of the refusal, modification, requirement or direction. (3) On the review- (a) the Registrar may be represented and may oppose any modification or reversal of the refusal, modification, requirement or direction; (b) the Court may confirm, modify or reverse the refusal, modification, requirement or direction and make such further

Building Societies Act 1985, No. 42 607 order in the matter (including an order as to costs) as to it seems proper in the circumstances. (4) A review under this section shall be by way of rehearing and the decision of the Court is final and shall be given effect to by the Registrar. (5) In this section a reference to any refusal, modification, requirement or direction of the Registrar shall be construed as extending to any such refusal, modification, requirement or direction of any Deputy Registrar or any person authorized by the Registrar pursuant to section 161. 16. Certain building societies deemed to be registered under this Act. (1) A permanent building society or a terminating building society that was registered under the repealed Act, and that was in existence immediately before the commencement of this Act, shall, on and from that commencement, be deemed, subject to this Act, to be registered under this Act as a permanent building society or, as the case may be, a terminating building society. and the rules thereof in force immediately before that commencement shall, on and from that commencement, be deemed, subject to this Act, to be the rules thereof registered under this Act. (2) The identity of a building society, registered under this Act by virtue of subsection ( 1) shall not be affected and it shall continue as the same entity. (3) A reference in any document , or in any other Act, to a building society. or to the repealed Act shall, in so far as it affects a building society registered under this Act by virtue of subsection ( 1), be deemed to be a reference to a building society registered under this Act or, as the case requires, to this Act. (4) Where a building society , registered under this Act by virtue of subsection ( 1) so applies . the Registrar shall, upon surrender of its certificate of incorporation under the repealed Act or production of such evidence as to its loss as the Registrar may require , issue a substitute certificate of incorporation in the prescribed form. (5) It is not competent to a terminating building society deemed to be registered under this Act pursuant to subsection ( 1) to apply to alter its rules whereby it would become a permanent building society. Division 2-Rules 17. Rules . The rules of a building society shall, in addition to rules otherwise required or permitted by this Act to be included, include rules, not inconsistent with this Act relating to matters set forth in the Second Schedule. Where there is any inconsistency between a rule of a building society and a provision of this Act, the latter shall prevail and the former shall to the extent of that inconsistency be invalid. 18. Forms of conveyance , etc., may be prescribed . A building society may by its rules prescribe the forms of any conveyance, mortgage, transfer, agreement. bond. security for a deposit or loan, or any other instrument necessary for carrying its objects into execution.

608 B1 1 11CJj12 g S^>c ie!ies .-l c t IM-5 , No. 42 19. Members and building society bound by rules. Subject to this Act. the rules of a building society shall, when registered, bind the building society and all members thereof and all persons claiming through them respectively to the same extent as if each member had subscribed his name and affixed his seal to the rules, and there were contained in the rules a covenant on the part of each member and his legal representatives to observe all the provisions of the rules. 20. Alterations of rules . (1) The rules of a building society shall not be altered unless the alteration has been approved by a special resolution. (2) Where the alteration of the rules has been so approved. the building society shall. within the prescribed time and in the prescribed manner, lodge with the Registrar an application to have the alteration registered and shall furnish with the application such documents and particulars as may be prescribed. (3) The Registrar may- (a) register the alteration: (b) register the alteration subject to such modifications as he thinks fit: (c) refuse to register the alteration, and shall. within 3 months of the date on which the application was lodged notify the building society accordingly. (4) If notice has not been given by the Registrar as provided for in subsection (3) he shall be taken to have refused to register the alteration. (5) The Registrar may. at any time prior to the determination by the Court of the review of his refusal to register the alteration. register the alteration and give notice thereof to the building society concerned. (6) The alteration shall not have any force or effect until it is registered in accordance with this section. (7) The rules of the building society shall be read subject to any alteration registered in accordance with this section. (8) For the purpose of this Act. alteration of the rules includes a repeal, rescission , revocation, variation, amendment , substitution or modification otherwise of the rules or any part thereof. (9) Where, in the opinion of the Registrar, the rules of a building society should be altered to achieve conformity with any requirement of this Act, he may by instrument in writing served upon the building society require it, within a period specified in the instrument , to alter its rules in a manner specified in the instrument or otherwise in a manner approved by the Registrar. (10) If within the period specified in the instrument , the building society fails to alter itc Pules as required by the instrument, the Registrar

Building Societies.-Ict 1955, N o. 42 609 may himself, by notation upon the registered copy of the rules, alter the rules of the building society. (I I) The Registrar shall give notice to a building society of any alteration of its rules made by him under subsection (10). (12) Any alteration made by the Registrar to the rules of a building society under subsection (10) shall be as valid and effectual as an alteration made and registered under subsections (1) to (8) (both inclusive). (13) The rights and obligations of a person who holds shares in a building society in accordance with its rules before an alteration to its rules made by the Registrar under subsection (10) shall, upon and by virtue of such an alteration. be varied to conform with the rules of the building society. as so altered. 21. Copy of rules, etc., to be supplied . A building society shall furnish any person with a copy of its rules, together with a copy of its certificate of incorporation upon application to the building society and payment of a fee which shall not exceed the amount prescribed. Division 3-:Fames 22. Names of building societies. (I) Except with the consent of the Minister, a building society shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or a name of a kind, that the Minister has directed the Registrar not to accept for registration. (2) The Minister shall cause a direction given by him under subsection (I) to be published in the Gazette. 23. Change of name. (I) Subject to this section. a building society max. by an alteration of its rules in the manner provided by this Act, and with the approval of the Registrar. change its name to a name by which it could be registered under this Act without contravention of section 22 M. (2) It' a building society, through inadvertence or otherwise, is registered by a name by which the building society could not be registered, without contravention of section 22 (1) the building society may, by an alteration of its rules in the manner provided by this Act, change its name to a name by which the building society could be registered without contravention of that section and, if the Registrar, with the approval of the Minister so directs, shall so change it within 6 weeks of the date of the direction or such longer period as the Registrar allows unless the direction is withdrawn. (3) Upon registration of an alteration of the rules of a building society pursuant to this section, the Registrar shall register the change of name and either note the change of name on the certificate of incorporation, or upon surrender to the Registrar of the certificate of incorporation, or production of such evidence as to its loss as the

610 Building Societies Act 1985, N o. 42 Registrar may require, issue a new certificate of incorporation in the prescribed form in lieu thereof. (4) Where a change of name of a building society has been registered pursuant to this section, or the repealed Act. the name of the building society so registered shall be the registered name of the building society, and a reference in this Act to the registered name of a building society, shall, in relation to the building society be construed as a reference to its new name registered pursuant to this section or the repealed Act or where more than one change of name has been so registered, the name lastly registered. 24. When Registrar to change name . (1) Where an administrator has been appointed to conduct the affairs of a building society under section 124, the Registrar may. with the approval of the Minister, on the application of the administrator, if he considers it expedient to do so in the interests of persons who- (a) are or may become members of the building society: (b) have invested or may invest in the building society: (c) have deposited or may deposit money with the building society. change its name to a name by which it could be registered without contravention of section 22 (1). (2) Upon the change of a name made by the Registrar pursuant to this section the Registrar shall- (a) notify the building society concerned of the change of name: and (b) request the building society concerned to surrender the certificate of incorporation to the Registrar. The Registrar. at his discretion. shall either note the change in name on the certificate of incorporation or issue a new certificate in the prescribed form. 25. Effect of change of name . (1) The change of name of a building society pursuant to section 23 or 24 shall be advertised as prescribed. (2) (a) The change of the name shall not- (i) affect the identity of the building society; (ii) affect any rights or obligations of the building society or of any member or other person: (iii) render defective any legal proceedings by or against the building society. (b) Any legal proceedings that might have been continued or commenced by or against the building society by its former name may be continued or commenced by or against it by its new name. (3) Any reference in any share certificate, mortgage, lien, security, bond. debenture. agreement, contract, deed or other document.

Building Societies Act 1985, No. 42 611 instrument or writing to a building society by its former name shall on and from the date of registration of the change of name be read and construed as a reference to the building society by its new name. (4) In the case of any estate in land registered in the name of a building society before its change of name- (a) the Registrar of Titles, where the Real Property Act 1861- 1981 applies to such estate; or (b) the person or authority charged with registering instruments of title to or dealings with such estate, where that Act does not apply thereto, shall without any authority other than this Act and without payment of any fee have power and authority to- (i) make and shall make or cause to be made any necessary entries or endorsements in the appropriate register book or other record of titles or dealings; (ii) do and execute all such acts, matters and things as may be necessary and proper. to give full effect to the change of name of the building society. (5) Where the name of a building society has been changed pursuant to section 23 or 24 the Registrar of Titles or, as the case may be, the person or authority referred to in subsection (4) shall not be bound, unless sooner requested to do so by the building society. to act in accordance with that subsection until the first dealing subsequent to the change of name is lodged, filed or deposited in the Real Property Office or other appropriate office, as the case may be, together with all other documents requisite for the due registration of that dealing. 26. Publication of name . (1) The name of a building society shall appear in legiblecharacters on- (a) its seal; and (b) every business letter, statement of account. invoice, order for goods, order for services, official notice. publication, bill of exchange, promissory note. cheque or other negotiable instrument. indorsement on. or order in. a bill of exchange, promissory note, cheque or other negotiable instrument. receipt and letter of credit of, or purporting to be issued or signed by or on behalf of, the building society, and. if default is made in complying with this subsection, the building society commits an offence against this Act. (2) If an officer of a.building society, or any person on its behalf- (a) uses or authorizes the use of a seal that purports to be a seal of the building society, but on which the name of the building society, does not appear as required by subsection (1); (b) issues or authorizes the issue of any business letter, statement of account, invoice, order for goods, order for services or

612 Buildin g Societies •lct 19845. .A'u. 42 official notice or publication of the building society, on which the name of the building society does not appear as required bN that subsection: or (c) signs. issues or authorizes to be signed or issued on behalf of the building society. any bill of exchange. promissory note. cheque or other negotiable instrument, any indorsement on. or order in. a bill of exchange. promissory note, cheque or other negotiable instrument, or any receipt or letter of credit. on which the name of the building society does not appear as required h% that subsection. he commits an offence against this Act. (3) If an officer of a building society. or any person on its behalf signs. issues or authorizes to he signed or issued on behalf of the building society. an bill of exchange, promissory note. cheque or other negotiable instrument, or any indorsement on. or order in. a bill of exchange. promissory note. cheque or other negotiable instrument. or any letter of credit. on which the name of the building society does not appear as required b\ subsection (1 ). he is liable to the holder of the instrument or letter of credit for the amount due on it unless that amount is paid by the building society. (4) A building society shall paint or atiix and keep painted or affixed on the outside of every office or place in which the business of the building society is carried on. in a conspicuous position and in letters easily legible. the name of the building society and also. in the case of the registered office. the words "Registered Office" and. if default is made in complying with this subsection. the building society commits an offence against this Act. 27. Building Society using other than registered name . (I) A building society shall not use any name or title. other than its registered name or an abbreviation or elaboration of that name approved in writing by the Registrar. (2) An approval referred to in subsection (1) may be given subject to such terms and conditions as to the Registrar seem fit. Division 4-Office and Service of Documents 28. Registered office . (1) A building society shall have a registered office within the State to which all communications and notices may be addressed. (2) The person making application for registration of a permanent building society shall lodge with the Registrar a notice in the prescribed form of the address of the proposed registered office. (3) A building society shall. not later than 14 days after a change in the address of its registered office, lodge with the Registrar, in the prescribed form. notice of the change and the Registrar shall thereupon register the new address as the address of the registered office of the building society.

Btuldirr ,g SOCICtic's . -tcr 1985. No, 42 613 29. Service of documents . (1) A document may be served on a building society by leaving it at or sending it by post to, the registered office of the building society. (2) If communications left at or sent by post to the address of the registered office of a building society will not be, or are not likely to be, received by the building society, a document may be served on the building society by delivering a copy of the document personally to each of 2 directors of the building society who reside in the State or by sending a copy of the document by post to each of 2 such directors at the address of those directors last known to the person sending the copy of the document. (3) A document may be served on a director or other officer of a building society by sending it by post to the director or other officer at the last address of the director or other officer as disclosed in returns lodged by the building society with the Registrar pursuant to this Act. (4) Where a liquidator of a building society has been appointed, a document may be served on the building society by leaving it at, or sending it by post to the last address of the office of the liquidator, notice of which has been lodged with the Registrar. (5) For the purposes of subsections (1) and (2), the situation of the address of the registered office of the building society- (a) in a case to which paragraph (b) does not apply, shall be deemed to be the address of which notice had been lodged with the Registrar; (b) if a notice of change of address had been lodged with the Registrar under section 28 (3), shall from the date on which the notice is lodged, be deemed to be the address specified in the notice. (6) In the application of subsection (5) to a building society that has lodged more than one notice of change of address of the registered office of the building society, a reference in paragraph (b) of that subsection to a notice shall be construed as a reference to the notice last duly lodged. 30. Removal of name signs . (I) If a building society ceases to carry on business the Registrar may direct the Queensland Association of Permanent Building Societies Limited, at its expense, to remove any sign bearing the name of that building society. (2) Neither the Queensland Association of Permanent Building Societies Limited nor any person acting on behalf of the Association is liable in any proceedings, whether civil or criminal, for any act done under authority conferred by subsection (1) where it or, as the case may be, he has done the act in good faith, save where negligence or breach of duty imposed by law on its or his part is established in connexion with its or his doing the act.

614 Building Societies .4ct 1985, No. 42 PART 111-OBJECTS AND POWERS Division 1-Objects 31. Objects. The objects of a building society shall be- (a) to raise funds by subscription or otherwise, as authorized by this Act: (b) to apply those funds. subject to this Act and the rules of the building society, in making advances and in such other ways as are authorized by this Act and the rules: and (c) to render such services to its members and depositors as are incidental to attaining the objects specified in paragraph (a) or (b). Division 2-.4dvances 32. Employment of funds for residential purposes . (1) Subject to this Act and its rules a building society shall employ its funds for making advances to members of the building society. and if the board so resolves- (i) to its employees: or (ii) to an% person who is not a member. (2) Notwithstanding anything to the contrary contained in the rules of a building society- (a) the employment of funds for making advances pursuant to subsection (1)- (i) shall. directly or indirectly. be related to providing finance for accommodation for residential purposes: or may be for- (ii) repairing or extending accommodation for residential purposes: (iii) purchasing. developing or improving the land upon which accommodation for residential purposes is. is to be. or is being constructed: or (iv) providing furniture and fittings for accommodation for residential purposes: (b) advances referred to in subsection (1) shall be made only on such security as is provided for in subsection (4). (3) (a) A building society shall not advance money on the security of a mortgage over land that is subject to a prior mortgage or mortgages unless the provisions of paragraph (b) are complied with. (b) A building society may advance money on the security of a mortgage over land that is subject to a prior mortgage or prior mortgages, or such security together with such other security as is provided for in subsection (4), where the aggregate of- (t) the amount owing under the prior mortgage or mortgages at the time the advance is made: and (ii) the amount of the advance, does not exceed the amount of the maximum advance the building society would be authorized to make on the security of a first mortgage

Building Societies .4ct 1985. No. 42 615 over the land, or where such other security is taken , on the security of a first mortgage and that other security. (4) The security that a building society may take pursuant to subsection 2 (b) or 3 (b) shall comprise one or more of the following:- (a) a mortgage on freehold or leasehold land situated in the State; (b) a charge upon, and appropriate assignment of, a life insurance policy issued by- (i) a company registered under the Life Insurance Act 1945 of the Commonwealth (as amended and in force for the time being): or (ii) the State Government Insurance Office (Queensland) or a body constituted under a law of another State or a Territory to cam' on the business of insurance; (c) a charge upon any shares or deposits with the building society; or (d) such other form of security as may be prescribed. 33. Employment of funds for other purposes . (1) Subject to this Act and its rules, a building society shall employ its funds for- (a) making loans pursuant to section 44 to other building societies; (b) paying- (i) moneys to officers and other persons; (ii) such other moneys as the society considers necessary, in order to carry out the objects and exercise the powers of the building society; (c) investing any of its funds in- (i) the shares or the capital of; or (ii) making a secured loan (other than a loan referred to in paragraph (a) or a special loan) to, a corporation. (2) An investment or loan referred to in subsection (1) (c) shall not be made by a building society without the prior written approval of the Registrar. (3) (a) The Registrar shall not approve of an investment or loan referred to in subsection (1) (c), and the Minister shall not direct the Registrar to approve of an investment or loan under subsection (4), unless the business of the corporation concerned is primarily that of providing serv ices to the building society or to building societies in the furtherance of its or their objects and- (i) the corporation is, in the opinion of the Registrar or, as the case may be, Minister a fund transfer corporation; (ii) the corporation is, in the opinion of the Registrar or, as the case may be, Minister, of a class of corporation which class

616 Rutlclin; .Sokienc'^ Ici 1OS`. .AO. 4_' has been sanctioned he Order in Council on the recommendation of the Minister: or (iii) if the corporation is not one or one of a class, as the case may he. referred to in subparagraph (i) or (ii). it has been sanctioned by Order in Council on the recommendation of the Minister. (h) -A sanction under paragraph (a) may be given to- (i) a building society: (ii) building societies generall\: (iii) a particular class or particular classes of building societies. and shall be subject to such conditions as are specified in the Order in Council. (4) Where the Registrar refuses to approve of an investment or loan referred to in subsection (1) (c) the building society concerned ma\ make representations to the Minister with respect to the refusal who may direct the Registrar to approve of the investment. (5) The Registrar shall comply with the direction of the Minister given under subsection (4). 34. Maximum advances . (1) Subject to this section. a building society shall not make an advance to a person if the amount of the proposed advance exceeds 75 per centum of the value of the security to be mortgaged or charged pursuant to section 32 (4). (2) Where the whole repayment of a proposed advance is to be insured b\ a mortgage insurer the amount of the advance may be equal to. but shall not exceed. 100 per centum of the value of the security to be mortgaged or charged pursuant to section 32 (4). (3) Where part only of a proposed advance is to be insured by a mortgage insurer the security that is to be mortgaged or charged pursuant to section 32 (4) in respect of that part shall not be mortgaged or charged to a greater extent than 100 per centum of the value of that security. (4) The amount of the premium paid in respect of insurance effected for the purposes of this section shall be payable by the person to whom the advance is made and may be included in the amount of the advance. 35. Building societies shall not guarantee borrowings . A building society shall not give a guarantee for or provide a security in relation to a loan made to its subsidiary or any other corporation. 36. Mortgage insurers . (1) The Registrar may. on the application of an insurer. approve of that insurer as a mortgage insurer for the purposes of this Act. (2) An approval pursuant to subsection (1) may be made subject to such terms and conditions as the Registrar thinks fit which terms

Building Societies .-tcr 1985, N o. 42 617 and conditions may be altered or varied by the Registrar from time to time. 37. Building society to advise borrower of interest, charges, etc. Where a building society approves an application for an advance the building society shall- (a) within 7 days of approving the application: or (b) before requiring the applicant for the advance to execute such documents as are necessary to obtain the security. whichever is the earlier. send by post to the applicant for the advance at his address last known to the building society. or deliver to the applicant. a notice in such form as may be prescribed setting out in respect of the advance whether or not the rate of interest or term thereof may vary and particulars concerning- (i) the rate of interest payable under the advance on the date that the advance is proposed to be made: (ii) the term of the advance: (iii) the date on which interest commences to accrue: (iv) the amount of periodical payments of principal and interest and the date on which they are to commence: (^) the amounts of any costs. fees or other charges paid or payable by the applicant to the building society in connexion with the advance. Failure to comply with the provisions of this section shall not avoid the advance. 38. Restrictions concerning interest on loans. (1) A building society shall not charge and shall not be entitled to any interest in respect of a loan approved by it until the loan has been actually advanced by it to or on account of the borrower for a purpose for which the loan was approved. If the loan is advanced in parts. interest is chargeable only on that part actually advanced. (2) The Governor in Council may by Order in Council prescribe a rate per centum as the maximum rate of interest that a building society is entitled to charge on moneys advanced by it and may. in the Order. specify the rests at which interest at the prescribed rate shall be calculated. (3) At any time when a maximum rate of interest is prescribed pursuant to subsection (2)- (a) a building society shall not charge interest on moneys advanced by it at a rate in excess of the prescribed rate: (b) save as is otherwise provided by this section. a building society shall not seek, accept. demand or receive, directly or indirectly, from a person to whom moneys are advanced by the building society any commission, fee. bonus or reward for or in connexion with the advances if the total amount

618 Building Societies Act 1985, N o. 42 of any such commission, fee, bonus or reward together with the amount of the interest at the applicable rate paid or payable by the borrower to the building society exceeds. or would exceed, the amount of the interest on such advances that would have been paid. or would be payable, by the borrower if such interest had been or were calculated at the prescribed rate at the relevant time or times. (4) (a) It is lawful for a building society to charge and recover from a prospective borrower a fee fixed by the building society to cover the cost of processing an application by the prospective borrower for an advance by the building society of certain moneys. such fee not to exceed 0.75 per centum of the amount of the advance applied for and in addition to charge and recover from the borrower costs, fees and charges- (1) paid or payable by the building society in respect of the preparation by a solicitor or conveyancer in private practice of documents properly evidencing or securing the contract for the advance: (ii) assessed and paid or assessed and payable (whichever is the less) by the building society in respect of stamp duties or registration fees payable under any Act in respect of the advance or in respect of documents relating (whether wholly or in part) thereto and in the latter case, attributable to the advance in question; (iii) incurred by the building society in respect of a valuation obtained in connexion with the advance in question. but it shall not be lawful for a building society, directly or indirectly, to seek, accept, demand or receive any commission, fee, bonus or reward for or in connexion with any payment as specified in subparagraph (i). (ii) or (iii) from the person to whom such a payment has been made or is payable. (b) The costs. fees and charges that may be charged and recovered pursuant to paragraph (a) (iii) (where the valuation is carried out by an officer of the building society) shall be only in respect of such matters as are prescribed and shall not exceed the amount prescribed in respect of those matters. (5) Where the rules of a building society or the provisions of a charge given to a building society by a borrower provide that the building society may impose an additional fee in the event of the early discharge of the borrower's debt then, notwithstanding such rules or provisions, it is lawful for the building society to impose and recover from the borrower such additional fee subject to the following conditions:- (a) the additional fee does not exceed 0.5 per centum of the portion of the debt discharged before it falls due under the charge; and

Building Societies Act 1985, No. 42 619 (b) the debt is discharged within 3 years of the date of the approval on behalf of the building society of the advance to the borrower, and not otherwise and a building society that imposes or recovers from a borrower such an additional fee when it is not lawful for it to do so commits an offence against this Act. (6) A building society that contravenes a provision of subsection (1) or (3) or commits the offence defined in subsection (5) is liable to a penalty of $2 000 and in addition to imposing a penalty on the building society the court by which the building society is convicted may order the building society to repay to the person from whom it has received moneys in contravention of that subsection the amount of such moneys. A provision of any document that purports to exclude or modify the operation of this section or any part of it is void. (7) A person who has paid to or on account of a building society moneys the receipt of which by the building society constitutes or would constitute a contravention of subsection (1) or (3) or renders the building society guilty of the offence defined in subsection (5) may recover from the building society by action in a court of competent jurisdiction, as a debt due and owing to such person by the building society, the moneys so paid together with interest thereon at such rate as the court may order. (8) In this section the expression "prescribed rate" means the rate of interest for the time being prescribed pursuant to subsection (2) as the maximum rate of interest that a building society is entitled to charge on moneys advanced by it such interest being payable at the rests (if any) specified in the Order in Council whereby such maximum rate of interest is prescribed. (9) (a) In this subsection- "prior advance" means an advance made by a permanent building society prior to 17 September. 1974. in respect of which. at the commencement of this Act, any moneys remain payable; "subsequent advance" means an advance made by a permanent building society on or after 17 September, 1974. (b) A permanent building society that has made a prior advance in respect of which it is. for any reason, precluded from charging interest at the rate which it is entitled, from time to time, to charge in respect of a subsequent advance may. on and from the commencement of this Act, in respect of that prior advance charge interest at the rate which the society is entitled, from time to time. to charge in respect of that subsequent advance. (c) Any person by whom moneys remain payable to a permanent building society in respect of a prior advance shall, subject to paragraph (d), on and from the commencement of this .Act. be liable to pay interest

620 Buildin g .S iertes .-lw IV . A' n. 4? at the rate which the society is entitled. from time to time. to charge in respect of a subsequent advance . notwithstanding- (i) the provisions of this or the repealed Act or an other Act or law to the contrary: (ii) and term or covenant of any mortgage or other instrument securing the repayment of that prior advance: (iii) and form of mortgage or other instrument used b\ the societ\. whether prescribed or not: (iv) the rules of the society as they stood at an time before or on the commencement of this Act. (d) Nothing contained in this subsection requires. b\ reason only of the provisions of paragraphs (b) and (c). that the amount of periodic payments of principal and interest which ma\ be required to be made in accordance with an\ mortgage or other instrument by a person by v, hom moneys remain payable to a permanent building society in respect of a prior advance be increased. (e) .An reference. in an mortgage or other instrument to which the provisions of this subsection have application. to the rate of interest shall. on and from the commencement of this Act. be read. construed and have effect for all purposes as a reference to the rate of interest at which a permanent building societ\ is entitled. from time to time. to charge in respect of a subsequent advance. 39. Meaning of "special loan". (l) In this A ct. -special loan" means a loan approved h\ a building society pursuant to section 32. being a loan that is- (a) a loan of an\ amount to a corporation other than a building society: (b) a loan to a person other than a corporation of an amount that exceeds the prescribed sum: (c) a loan to a person other than a corporation of an amount that exceeds the prescribed sum and that is secured b\ mortgage over vacant land: ( d) a loan of an amount to a person other than a corporation. being a person who. after the loan is advanced . is indebted to the building society in respect of the loan and any other moneys. whether immediately repayable or not. in an aggregate amount of not less than the prescribed sum. (2) Where a member transfers or conveys to another person his interest in any property that is the subject of a mortgage to a building society the transfer or conveyance shall. for the purposes of this Act relating to special loans be treated as a loan approved by the building society to that other person of an amount equal to the amount of the mortgage debt remaining unpaid immediately after the transfer or conveyance together with any arrears of interest then outstanding. (3) .A loan made jointly to 2 or more persons shall. for the purposes of this Act. be taken to be a special loan if a loan of the like amount

Building Societies .4ct 1985, No. 42 621 approved under the like conditions to any one of those persons would be a special loan. 40. Ordinary limitation on special loans . (1) Subject to this Act, a building society shall so conduct its bu siness as to ensure that special loans are not approved by it except as authorized by this section. (2) At the end of each financial year a building society shall review the loans approved by it that are outstanding at the end of that year, and shall ascertain- (a) the total amount of those loans which at that time has not been repaid to the building society, together with any arrears of interest in respect of those loans; and (b) the proportion of that amount not repaid which is in respect of special loans and any arrears of interest thereon. (3) If the proportion ascertained at the end of a financial year in accordance with subsection (2) (b) (in this section referred to, in relation to that Year, as "the ascertained proportion" for that year) does not exceed 20 per centum, the building society may approve special loans in the next following financial year, but so that the total amount of special loans approved by it in that following financial year does not exceed 20 per centum of the total amount of all loans approved by the building society during that following financial year. (4) If the ascertained proportion for a financial year exceeds 20 per centum but does not exceed 50 per centum the building society may approve special loans in the next following financial year, but so that the total amount of special loans approved by it in that following financial year does not exceed 5 per centum of the total amount of all loans approved by the building society in that following financial year. (5) If the ascertained proportion for a financial year exceeds 50 per centum the building society shall not approve any special loans in the next following financial year. (6) A permanent building society registered under section 9 shall not approve any special loans in its first financial year. (7) If loans are approved by a building society in contravention of this section, the building society and every officer who is in default commits an offence against this Act. 41. Permission to make special loan to purchaser of mortgaged property . (1) The provisions of this section shall have effect where a building society, in the exercise of its powers as mortgagee. proposes to sell land, or an estate or interest in land, mortgaged to the building society, or land, estate or interest in respect of which the equity of redemption has been foreclosed, and to approve of a loan that will constitute a special loan to the purchaser of that land, estate or interest upon the security of that land, estate or interest.

622 Building Societies Act 1985, A`o. 42 (2) If, on an application to the Registrar, the building society shows to his satisfaction- (a) that the person who is or was, immediately before foreclosure, entitled to redeem the mortgage is a corporation, or a person who is, or was immediately before foreclosure, indebted to the building society (taking into account the loan secured by the mortgage and all other debts to the building society of any description, whether immediately repayable or not) in an amount exceeding that prescribed pursuant to section 39 (1) (b); and (b) that the amount of the principal sum secured by the mortgage, which at the time of the application has not been repaid to the building society, together with arrears of interest in respect of the loan secured by the mortgage, exceeds the amount of the loan that the building society proposes'to approve to the purchaser of the land, estate or interest, the Registrar may at his discretion, in writing permit the building society to approve the special loan to which the application relates. 42. Valuation of security. A building society shall not make an advance unless there has first been obtained a valuation of the security proposed to be mortgaged or charged pursuant to section 32 (4) which valuation shall be- (a) a valuation of land made by a registered valuer within the meaning of the Valuers Registration Act 1965-1984; (b) the surrender value of a life insurance policy issued by- (i) a company registered under the Life Insurance Act 1945 of the Commonwealth (as amended and in force for the time being): or (ii) the State Government Insurance Office (Queensland) or a body constituted under a law of another State or a Territory to carry on the business of insurance: (c) the amount of any shares or deposits with the building society; or (d) in the case of any prescribed security, such value as is prescribed, as the case may be. Division 3-Investment 43. Investment of funds . (1) A building society may, notwithstanding its rules, invest any of its funds not immediately required for any of its objects or for purposes incidental thereto- (a) in any of the Parliamentary stocks, public funds or Government securities of the United Kingdom, of the Commonwealth, of any of the States of the Commonwealth, or of the Dominion of New Zealand; (b) in debentures or other securities charged on the funds or property of the Brisbane City Council or of any Local Authority in the State;

Building Societies Act 1985, N o. 42 623 (c) in any security in respect of which repayment of the amount secured and payment of interest thereon is guaranteed by the Parliament of the United Kingdom or the Commonwealth or any State of the Commonwealth, or of the Dominion of New Zealand; (d) in or on the security of authorized bills of exchange; (e) in either or both of the following, namely- (i) on deposit in any bank; (ii) on the security of a certificate of deposit issued by any bank; (f) with any dealer in the short term money market approved by the Reserve Bank of Australia as an authorized dealer, who has established lines of credit with that bank as a lender of last resort; (g) in the shares of or on deposit with a permanent building society; (h) in the purchase on the secondary mortgage market of marketable securities to which section 27 (1) of the Mortgages(Secondary Market) Act1984 applies; (i) in any other manner from time to time prescribed, and may also from time to time vary any such investment. (2) Without in any way limiting the operation of subsection (1), a building society may also, notwithstanding anything to the contrary in its rules, invest any portion of its funds, not immediately required for any of its objects or for purposes incidental thereto, in the purchase of mortgage debts from another building society and for that purpose that other building society may, notwithstanding anything to the contrary in its rules, assign its mortgage debts. (3) It is lawful for a building society that purchases mortgage debts from another building society pursuant to subsection (2) to charge and recover from that other building society a fee fixed by the purchasing building society to cover the cost of processing the purchase and assignment of those debts. such fee not to exceed 0.75 per centum of the amount of the mortgage debts shown in the document that is registered to assign the mortgage debts and in addition to charge and recover from that other building society. costs. fees and charges- (i) paid or payable by the purchasing building society in respect of the preparation by a solicitor or conveyancer in private practice of documents properly evidencing or securing the transfer and assignment of the mortgage debts: (ii) assessed and paid or assessed and payable (whichever is the less) by the purchasing building society in respect of stamp duty or registration fees payable under any Act in respect of the transfer and assignment of the mortgage debts, but it shall not be lawful for a building society, directly or indirectly, to seek, accept, demand or receive any commission, fee, bonus or reward for or in connexion with any payment as specified in subparagraph (i)

624 Building Societies ?Act 1985, No. 42 or (ii) from the person to whom such a payment has been made or is payable. (4) For the purpose of subsection (2) it is hereby declared that- (a) on registration of the document assigning the mortgage debt secured by the instrument of mortgage the mortgagor referred to in that instrument shall be deemed to be a member of the building society that purchased the mortgage debt; (b) the mortgagor shall be subject to and comply with the rules of the purchasing building society in substitution for the rules of the building society to which he was subject prior to the assignment of the mortgage debt; (c) the mortgagor shall be admitted as a member of the purchasing building society without complying with the rules for admission as a member of that building society and without any expense to the mortgagor; (d) there shall be issued to the mortgagor by the purchasing building society shares in that building society equivalent to the value of the minimum number of shares that a member of that building society is required by its rules to hold, without any expense to the mortgagor; (e) the mortgagor may, within the period of 3 months after the date on which the assignment of the mortgage debt is registered on the relevant instrument of title elect by notice in writing to the purchasing building society not to continue as a member of that building society, whereupon the mortgagor is required to discharge in full his mortgage debt to that building society in accordance with the rules of the original building society and the terms and conditions of the instrument of mortgage within the period of one month from the date of his election; (f) if the mortgagor having elected pursuant to paragraph (e) fails to discharge his mortgage debt within the time limited by that paragraph he shall continue as a member of the purchasing building society and be subject to and comply with its rules. (5) Notwithstanding anything to the contrary contained in the rules of a permanent building society the building society is empowered to invest in the Contingency Fund any portion of its funds which it is required so to do pursuant to section 137 and such further portion of its funds as it sees fit that is not immediately required for its purposes. (6) Nothing in this section shall affect the validity of any investments of its funds made before the commencement of this Act by a building society. but any reinvestment thereof shall be made only in conformity with this section.

Building Societies Act 1985, No. 42 62-5 (7) In this section "authorized bills of exchange" mean bills of exchange which are payable on demand or not more than 200 days from the date on which they are acquired by the building society and which if bought for value by the building society would give the building society as holder in due course a right of recourse against a bank for an amount equal to the face value of the bills. 44. Financial assistance to building societies . (1) Where it appears to the Registrar that a building society is in financial difficulties he may, with the consent in writing of the Minister, authorize any other building society to lend money to the firstmentioned building society and that other building society shall have power to do so accordingly, notwithstanding anything to the contrary contained in the rules of either building society. (2) Every loan made pursuant to an authority conferred under subsection (I)- (a) shall be made upon security that equals or exceeds in value the amount of the loan; and (b) shall be on such terms as to interest payable that the rate of interest charged thereon is not less than the rate of interest ordinarily paid by the lending building society, at the time the loan is made, to its depositors in respect of funds deposited with it. (3) In giving an authority under subsection (1) the Registrar may include therein such stipulations as he thinks fit as to the terms and the amount of the loan and as to the security to be taken for the loan, subject always to subsection (2). (4) Where the Registrar gives an authority under subsection (1), the building societies concerned or any of them may make representations to the Advisory Committee with respect to the authority or any stipulation therein and the committee shall report thereon to the Minister. (5) The Minister may, having regard to a report of the Advisory Committee, revoke an authority given under subsection (1) or vary any' stipulation therein made pursuant to subsection (3), subject always to subsection (2). (6) A building society that fails to comply with a stipulation made pursuant to subsection (3) or with a variation thereof made pursuant to subsection (5) shall be deemed to have failed to comply with a provision of this Act. 45. Business premises . (1) A permanent building society may purchase, build or take upon lease, any building or any part thereof, in which to conduct its business, and may purchase or hold upon lease any land for the purpose only of erecting thereon a building in which to conduct the business of the society, and may sell, mortgage, exchange, or let such building or land, or any part thereof.

626 Building Societie s Act 1985 , No. 42 (2) The powers conferred on a building society by subsection (1) refer only to a building that is primarily or mainly required for conducting therein its business. (3) The amount expended pursuant to subsection (1) in any financial year together with the amount expended in previous years shall not exceed a sum equal to 5 per centum, or such other proportion as is prescribed by Order in Council, of the amount of members' paid up share capital and deposits (whether by members or other persons) held by the building society at the end of the financial year immediately preceding the financial year in question. (4) Notwithstanding the provisions of subsection (3), where a building society pursuant to subsection (1) sells a building or any land or part thereof it may use the proceeds of the sale for the purpose of purchasing or erecting another building in which to conduct the business of the building society or for purchasing land only for the purpose of erecting thereon a building in which to conduct the business of the building society. PART IV-CAPITAL AND MEMBERSHIP Division 1-.Membership 46. Membership -general . (1) The members of a permanent building society formed under this Act shall be those persons who sign an application for membership on the formation of the society and any other persons who are admitted to membership in accordance with the rules of the society. (2) The members of a building society that, immediately before the commencement of this Act, was registered under the repealed Act shall be the persons who, immediately before that commencement, were members of the building society and any persons who are admitted to membership in accordance with its rules after that commencement. (3) No rights of membership of a building society shall be exercised by any person unless or until the person has made such payment to the building society in respect of membership and has acquired such shares as are provided by the rules of the building society to be made or acquired by a person before exercising the rights of membership. 47. Corporations as members . (1) Subject to this section, where a corporation is a member of a building society it may by instrument in writing appoint a person, being a natural person, to represent it in respect of the shares held by it. (2) A person appointed pursuant to subsection (1)- (a) shall be entitled to receive all notices in the same manner as the members of the building society are so entitled; and

Building Societies Act 1985, No. 42 627 (b) shall be entitled to exercise the same rights of voting as a member in respect of the shares held by the corporation as he would have as a natural person who as a member held those shares; and (c) shall be eligible to be elected to the board of the building society if the corporation holds such qualifications other than those relating to age and being a natural person as may be requisite for holding office as a director. 48. Minors as members . (1) Subject to this section, unless otherwise provided by the rules, a person under the age of 18 years may be a member of a building society and may, to the extent required by reason of his membership, execute all instruments and give all necessary acquittances, and such instruments and acquittances shall be as binding and sufficient in law for all purposes as if he had been of the age of 18 years at the time he executed the instruments or gave the acquittances in question. (2) Where a member of a building society under the age of 18 years who is married borrows money from a building society, he shall, in respect of his agreement to repay the loan and in respect of any security for repayment of the loan given by him to the building society, be subject to the same liabilities and obligations as he would have been subject to, and shall have the same rights as he would have had if he had been of the age of 18 years at the time the loan was made. (3) Any guarantee or surety by any person in respect of a loan to which subsection (2) relates shall be as binding and effectual as if the person who borrowed the money had been of the age of 18 years when the guarantee or surety was given or entered into. (4) A person under the age of 18 years is not eligible to hold office in a building society. 49. Power to impose fines for breach of rules. A building society may impose a fine not exceeding $20.00 or such other amount as may be prescribed on a member for an infringement by the member of its rules but no fine exceeding $10.00 or such other amount as may be prescribed shall be imposed until written notice of intention to impose the fine and of the reason for its imposition has been given to the member and he has had an opportunity of appearing before the board, with or without witnesses, or of sending to the board a written statement for the purpose of showing cause against the imposition of the fine. 50. Liability of members . The liability of a member of a building society in respect of any share upon which no advance has been made shall be limited to the amount actually paid or in arrear on such share, and in respect of any share upon which an advance has been made shall be limited to the amount payable thereon under any mortgage or other security, or under the rules of the building society.

Building Societies Act 1985 , No. 42 759 (b) a person may be capable of giving information in relation to the formation. management . administration or winding up of. or otherwise in relation to the affairs of , a building society. the Registrar or prescribed person may appl} to the Court for an order under this section in relation to the person. (3) Where an application is made under subsection (2) in relation to a person . the Court may , if it thinks fit . order that the person attend before the Court on a day and at a time to be fixed by the Court to be examined on oath or affirmation on any matters relating to the formation. management . administration or winding up of. or otherwise relating to the affairs of. the building society concerned. (4) An examination under this section shall be held in public except to such extent (if any) as the Court considers that. by reason of special circumstances . it is desirable to hold the examination in private. (5) The Court. on making an order for an examination , or at any later time , on the application of any person concerned . may give such directions as to the matters to be inquired into. and. subject to subsection (4). as to the procedure to be followed ( including. in case of an examination in private, directions as to the persons who may be present). as it thinks fit. (6) A person who is ordered under subsection ( 3) to attend before the Court shall not without reasonable excuse- (a) fail to attend as required by the order: or (b) fail to attend from da\ to day until the conclusion of the examination. Penalty: $10 000 or imprisonment for 2 years. or both. (7) .-A person attending before the Court for examination pursuant to an order made under subsection (3) shall not refuse or fail to take an oath or make an affirmation. Penalt\: 510 000 or imprisonment for 2 \ears. or both. (8) A person attending before the Court for examination pursuant to an order made under subsection (3) shall not refuse or fail to answer a question that he is directed by the Court to answer. Penalty: $10 000 or imprisonment for 2 years. or both. (9) A person attending before the Court for examination pursuant to an order made under subsection (3). if directed b\ the Court to produce any books in his possession or under his control relevant to the matters on which he is to be. or is being. examined. shall not refuse or fail to compl} with the direction. Penalty: $10 000 or imprisonment for 2 years. or both. (10) Where the Court so directs a person to produce any books and the person has a lien on the hooks. the production of the books does not prejudice the lien.

760 13ur/dlrrr,i^ Socielle .-h! /YS5, No. 42 (1 I) A person attending before the Court for examination pursuant to an order made under subsection (3) shall not make a statement that is false or misleading in a material particular. Penalty: $10000 or imprisonment for 2 years. or both. 12) A person is not excused from answering a question put to him at an examination held pursuant to an order made under subsection (3) on the ground that the answer might tend to incriminate him but, where the person claims. before answering the question, that the answer might tend to incriminate him, the answer is not admissible in evidence against him in criminal proceedings other than proceedings under this section or other proceedings in respect of the falsity of the answer. (13) The Court may order the questions put to a person and the answers given b\ him at an examination under this section to be recorded in writing and may require him to sign that written record. (14) Subject to subsection (12). any written record of an examination so signed b} a person. or any transcript of an examination of a person that is authenticated as provided b\ The Recording of Evidence Icts, 1962 to 1968. may be used in evidence in any legal proceedings against the person. (15) An examination under this section may, if the Court so directs and subject to the rules of Court. be held before such other court as is specified b\ the Court and the powers of the Court under this section ma\ be exercised by that other court. (16) A person ordered to attend before the Court or another court for examination under this section may. at his own expense. employ a solicitor or barrister-at-law and the solicitor or barrister-at-law, as the case may be. may put to him such questions as the Court, or the other court, as the case may be, considers just for the purpose of enabling him to explain or qualify any answers or evidence given by him. (17) The Court or another court before which an examination under this section takes place may. if it thinks fit, adjourn the examination from time to time. (18) Where an order is made under subsection (3) and the Court is satisfied that it was obtained without reasonable cause, the Court may order the whole or any part of the costs incurred by the person ordered to be examined to be paid by the applicant or by any other person who, with the consent of the Court, took part in the examination. 218. Civil proceedings not to be stayed . No civil proceedings under this Act shall be stayed by reason only that the proceeding discloses, or arises out of, commission of an offence. 219. Orders against persons concerned with building societies. (1) In this section, a reference to a prescribed person, in relation to a building society, shall be construed as a reference to any administrator or liquidator of the building society or to any other person authorized

Building Societies .-ict 1985, No. 42 761 by the Registrar to make applications under this section or to make an application under this section in relation to that building society. (2) Subject to subsection (3). where, on application by the Registrar or a prescribed person. the Court is satisifed that- (a) a person is guilty of fraud. negligence. default. breach of trust or breach of duty in relation to a building society: and (b) the building society has suffered. or is likely to suffer. loss or damage as a result of the fraud. negligence, default, breach of trust or breach of duty, the Court may make such order or orders as it thinks appropriate against or in relation to the person (including either or both of the orders specified in subsection (4)) and may so make an order against or in relation to a person notwithstanding that the person may have committed an offence in respect of the matter to which the order relates. (3) The Court shall not make an order against a person under subsection (2) unless the Court has given the person the opportunity- (a) to give evidence himself: (b) to call witnesses to give evidence: (c) to adduce other evidence in relation to the matters to which the application relates: and (d) to employ. at his own expense. a solicitor or barrister-at- law to put to him. or to any other witness. such questions as the Court considers just for the purpose of enabling him to explain or qualify any answer or evidence given by him. (4) The orders that may be made under subsection (2) against a person include- (a) an order directing the person to pay money or transfer property to the building society: and (b) an order directing the person to pa} to the building society the amount of the loss or damage. (5) Nothing in this section prevents any person from instituting any other proceedings in relation to matters in respect of which an application may be made under this section. 220. Power to grant relief . (1) If. in any civil proceeding against a person to whom this section applies for negligence . default. breach of trust or breach of duty in a capacity by virtue of which he is such a person. it appears to the court before which the proceedings are taken that the person is. or may be. liable in respect of the negligence, default or breach but that he has acted honestly and that. having regard to all the circumstances of the case. including those connected with his appointment. he ought fairly to be excused for the negligence, default or breach. the court may relieve him either wholly or partly from his liability on such terms as the court thinks fit. (2) Vv'here a person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect

762 Building Sociciies Act 1985. No. 42 of an\ negligence. default. breach of trust or breach of duty in a capacity by virtue of which he is such a person. he may apply to the Court for relief. and the Court has the same power to relieve him as it would have had under subsection (1) if it had been a court before which proceedings against the person for negligence. default. breach of trust or breach of duty had been brought. (3) Where a case to which subsection (I) applies is being tried by a Judge with a jury. the Judge after hearing the evidence may. if he is satisfied that the defendant ought. pursuant to that subsection, to be relieved either wholly or partly from the liability sought to be enforced against him. withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the Judge thinks proper. (4) This section applies to a person who is or has been- (a) an officer of a building society: (b) an auditor of a building society: (c) an expert in relation to a matter in relation to which the civil proceeding has been taken or the claim will or might arise: or (d) a receiver. receiver and manager. liquidator or other person appointed or directed by the Court to carry out any duty under this Act in relation to a building society. (5) For the purposes of this section. "officer" in relation to a building society. means- (a) a director. secretary. executive officer or employee of the building society: (b) a receiver, or receiver and manager, of the property or part of the property of the building society: (c) an administrator of the building society: and (d) a liquidator of the building society. 221. Irregularities . (I) In this section. unless the contrary intention appears- (a) a reference to a proceeding under this Act is a reference to any proceeding whether a legal proceeding or not, and (b) a reference to a procedural irregularity includes a reference to- (i) the absence of a quorum at a meeting of a building society. at a meeting of directors or creditors of a building society. or at a joint meeting of creditors and members of a building society: and (ii) a defect. irregularity or deficiency of notice or time. (2) A proceeding under this Act is not invalidated by reason of any procedural irregularity unless the Court is of the opinion that the irregularity has caused or may cause substantial injustice that cannot

Building Societies Act 1985, No. 42 763 be remedied by any order of the Court and by order declares the proceeding to be invalid. (3) A meeting held for the purposes of this Act, or a meeting notice of which is required to be given in accordance with the provisions of this Act or the rules of a building society. or any proceeding at such a meeting, is not invalidated by reason only of the accidental omission to give notice of the meeting or the non-receipt by any person of notice of the meeting. unless the Court, on the application of the person concerned, a person entitled to attend the meeting or the Registrar. declares proceedings at the meeting to be void. (4) Subject to the following provisions of this section and without limiting the generality of any other provision of this Act, the Court may, on application by any interested person, make all or any of the following orders, either unconditionally or subject to such conditions as the Court imposes:- (a) an order declaring that any act, matter or thing purporting to have been done, or any proceeding purporting to have been instituted or taken. under this Act or in relation to a building society, is not invalid by reason of any contravention of, or failure to comply with, a provision of this Act or a provision of the rules of the building society: (b) an order directing the rectification of any register kept by the Registrar under this Act: (c) an order relieving a person in whole or in part from any civil liability in respect of a contravention or failure of a kind referred to in paragraph (a): (d) an order extending the period for doing any act. matter or thing or instituting or taking any proceeding under this Act or in relation to a building society (including an order extending a period where the period concerned expired before the application for the order was made) or abridging the period for doing such an act, matter or thing or instituting or taking such a proceeding, and may make such consequential or ancillary orders as the Court thinks fit. (5) An order may be made under subsection ( 4) (a) or (c) notwithstanding that the contravention or failure referred to in the subsection concerned resulted in the commission of an offence. (6) The Court shall not make an order under this section unless it is satisfied- (a) in the case of an order referred to in subsection ( 4) (a)- (i) that the act , matter or thing, or the proceeding , referred to in that subsection is essentially of a procedural nature: (ii) that the person or persons concerned in or party to the contravention or failure acted honestly: or

764 Building Societies Act 1985, No. 42 (iii) that it is in the public interest that the order be made: (b) in the case of an order referred to in subsection (4) (c). that the person subject to the civil liability concerned acted honestly: and (c) in every case. that no substantial injustice has been or is likely to be caused to any person. PART XII-MISCELLANEOUS 222. Regulations . (1) The Governor in Council may make regulations. not inconsistent with this .Act. for or with respect to- (a) prescribing forms for the purposes of this Act: (b) prescribing, and providing for the recovery of. fees to be paid in respect of matters or things to be done under or for the purposes of this Act: (c) the furnishing to the Registrar of information in addition to. or in variation of. the information contained in a prescribed form lodged with him: (d) the manner in which. the persons by whom, and the directions in accordance with which the prescribed forms. or any of them. shall or may be signed, prepared or completed. and the regulation generally of the signing. preparation and completion of those forms or any of them: (e) the times within which information required to be furnished to the Registrar pursuant to this Act shall be so furnished: (f) prescribing the manner in which a rate of interest is to be calculated for the purposes of this Act: (g) prescribing penalties not exceeding $500 for any breach of the regulations and where the breach is a continuing breach an additional penalty not exceeding $50 per day: (h) requiring the verification. including verification by statutory declaration. of a statement or return lodged with the Registrar: (i) prescribing accounting standards for the purpose of Division 3 of Part V: (j) requiring a director of a building society to give notice in writing to the building society of such particulars and other matters contained in any register kept by the building society as are specified in the regulations: (k) systems and procedures to be used by a building society in carrying on its business: (1) generally prescribing any matters or things authorized or required to be prescribed under this Act or which are necessary or convenient to be prescribed for carrying out or giving effect to this .Act. (2) Except as otherwise expressly provided in this Act. the regulations may be of general or specially limited application or may differ according to differences in time. locality. place or circumstances.

Building Societies Act 1985, No. 42 765 (3) For the purpose of subsection (1) (1) the regulations may adopt, wholly or in part or with such modifications (if any) as may be contained in the regulations and either by way of reference or by way of express specification therein, any of the accounting standards of the body known as the Accounting Standards Review Board or some other-body identified in the regulations. 223. Advertising. (1) Subject to subsection (4). a building society shall not advertise or cause, permit or authorize any other person to advertise on its behalf unless it has obtained the prior approval in writing of the Registrar who is hereby authorized to approve of any advert isement by, or on behalf of. a building society on such terms and conditions as he thinks fit. (2) Without derogating from the provisions of subsection (1). a building society or any other person that in any advertisement makes a reference to- (a) the receipt of share capital or to the acceptance of loans or deposits: or (b) the right and method of withdrawal of share capital or to the right and method of repayment of loans and deposits, which reference is not in compliance with the building society's rules. commits an offence against this Act. Penalty: $5 000. (3) A person shall not by advertisement in any form seek members, capital or deposits in or for a proposed permanent building society unless he has obtained the prior approval .in writing of the Registrar who is hereby authorized to approve of any such advertisement on such terms and conditions as he thinks fit. (4) The Minister may. if he thinks fit. exempt- (a) a building society: (b) building societies generally: or (c) a particular class of building societies. from complying with the provisions of subsection (1). which exemption may be made subject to such terms and conditions as the Minister thinks fit. Any exemption granted under this subsection may at any time be revoked by the Minister. (5) A building society or person that fails to comply with any term or condition imposed pursuant to this section commits an offence against this Act. Penalty : $5 000. 28

766 Building Societies Act 1985, No. 42 (6) In this section "advertisement- includes- (a) any advertisement. circular or handbill in or by any medium inviting business or making known the activities of a building society or proposed permanent building society: (b)- (i) the promotion or sponsorship of any activity: or (ii) the sponsorship of a person. which has the effect of inviting business or making known the activities of a building society or proposed activities of a proposed permanent building society: (c) matter that makes known the activities of the building society: (d) matter that involves the employment of funds pursuant to section 32 or 33 that is not in writing but by reason of the form or context in which it appears conveys a message. 224. Publication etc., of Orders in Council . The provisions of section 28A of the ActsInterpretation Act1954-1977 apply with all necessary adaptations to and in relation to Orders in Council made under this Act and for the purposes of that application a reference in those provisions to a regulation shall be construed as a reference to an Order in Council made under this Act. 225. Rules of Court. (1) Where under this Act any power or jurisdiction is conferred on the Court. the power to make rules of court in respect of that court includes power to make rules with respect to proceedings and the practice and procedure of the court under this Act. (2) Until such rules are made a Judge of the Court may, in any particular case. give such directions as he deems fit and such directions shall. according to their tenor. have the force and effect of rules made under this section. 226. Preservation and disposal of records , etc. A building society that is required by a provision of this Act to maintain, make or keep a register or any record (other than a record to which section 92 (2) relates) in relation to the business carried on by the building society shall preserve that register or record for a period of 5 years next after the day on which the last entry was made therein. 227. Building societies may be approved for purposes of Trusts Act. The Governor in Council may, on the recommendation of the Minister made after considering the written application of a permanent building society made in that regard, by Order in Council approve of the society for the purposes of section 21 (1) (k) of the Trusts Act 1973-1985. The regulations may prescribe guidelines in accordance with which applications of permanent building societies for approval under this section will be determined.

Building Societies Act 1985, No. 42 767 228. Building societies may be registered issuers or packagers. .A permanent building society may, notwithstanding its rules, be registered under the .tfortgages (Secondart• Market) Act 1984 as a registered issuer or packager within the meaning of section 4 of that Act and carry on business as such in accordance with the provisions of that Act. PART XIII-TRANSITIONAL, ETC. 229. Application of Divisions 3 and 4 of Part V-Transitional. (1) Divisions 3 and 4 of Part V do not apply, in relation to a building society that immediately before the commencement of this Act was registered under the repealed Act, to or in respect of the financial year of the building society that began before the commencement of this Act and ends after that commencement. (2) To the extent to which. by virtue of subsection (1), Divisions 3 and 4 of Part V do not apply in relation to a building society to or in respect of the financial year of the building society that began before the commencement of this Act and ends after that commencement, the provisions (if any) of the repealed Act relating to matters in respect of which provision is made by or under Divisions 3 and 4 of Part V continue to apply as if this Act has not been enacted. 230. Acts of Registrar-Transitional . All acts, matters and things of a continuing nature done or commenced before the commencement of this Act by. on behalf of. or in relation to the Registrar under the repealed Act to or in respect of a building society to which section 16 relates shall not be affected and shall. under and subject to this Act. continue to have the same status , operation and effect as they would have had if this Act had not been enacted. 231. Winding up. etc.-Transitional. The provisions of this Act with respect to winding up or dissolution shall not apply to any building society in respect of which the winding up, cancelling, striking off. dissolution or termination has commenced before the commencement of this Act. and every such building society shall be wound up or, as the case may be. cancelled, struck off. dissolved or terminated in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up, cancelling, striking off, dissolution or termination the repealed Act shall be deemed to remain as in force immediately prior to the commencement of this Act. 232. Registrar to act as representative of all building societies. Any power under section 37..E (7) of the repealed Act which the Registrar under that section could have exercised before the commencement of this Act as representing a dissolved or terminated building society or its liquidators may be exercised by the Registrar under this Act as representing the building society or liquidator notwithstanding that the building society had ceased to exist before the commencement of this Act.

768 Building Societies Act 1985, No. 42 233. Existing applications preserved . An application for registration of a building society made under the repealed Act and not dealt with under that Act prior to the commencement of this Act shall be deemed to be an application for registration made under this Act and accordingly shall compl} in all respects with the provisions of this Act and may be dealt with b\ the Registrar in accordance with and subject to those provisions. 234. Savings. Except as in this Act by necessary_ implication provided- (a) all persons. things and circumstances appointed done or vested b\ or under the repealed Act. or the rules of a building society registered under the repealed Act. or existing or continuing under that Act or those rules immediately before the commencement of this Act shall under and subject to this Act continue to have the same status. operation and effect as they would have had if that Act had not been repealed: (b) in particular and without affecting the generality of paragraph (a). the repeal of the repealed Act shall not disturb the continuit\ of status. operation or effect of any establishment. incorporation or registration of a building society or of any rule. regulation. direction, order. notice. registration. register. resolution. security. mortgage. conveyance, re-conveyance. certificate. receipt. deed. instrument. document. appointment. application, contract. agreement. compromise. arrangement, right 'or liability made. done, effected. given. issued. passed. taken. validated. entered into, executed. lodged, kept. accrued. incurred. granted. fixed, acquired. existing or pending by or under the repealed Act before the commencement of this Act. 235. Validation of certain interest rates . Where a permanent building society, in respect of advances made by it prior to 17 September 1974, charged. in respect of the period commencing I August 1974 and concluding 8 November 1978. in purported exercise of authority conferred on it b\ Orders in Council made in accordance with section 23A of the repealed Act subsequent to that section's amendment by the Building Societies Act .-imendntent Act 1974. or. as the case may be. the Building Societies Act Amendment Act (.Vo. 2) 1976 rates of interest varying from 10.75 per centum per annum to 11 .75 per centum per annum which it was not authorized to charge pursuant to those Orders, then, notwithstanding- (a) the provisions of this or the repealed Act or any other Act or law to the contrary: (b) any term or covenant of any mortgage or other instrument securing the repayment of moneys advanced by the society: (c) any form of mortgage or other instrument used by the society. whether prescribed or not: (d) the rules of the society as they stood at any time before or during that period. it is hereby declared that the charging of those rates of interest was as valid as if it had been duly authorized.

Building Societies Act 1985, No. 42 769 236. Validation and operation of certain rules . (1) Where a permanent building society that was registered under the repealed Act and that was in existence immediately before the commencement of this .Act, registered under the repealed Act a rule that was inconsistent with the provisions of the repealed Act then, notwithstanding the provisions of section 12 of the repealed Act, that rule, if the Minister prior to the commencement of this Act approved thereof, is hereby declared to be valid and shall be deemed always to have been valid. (2) Where a rule is approved pursuant to subsection (I) and the permanent building society in question is registered under this Act by virtue of section 16 (1) that rule, together with the other rules of the society, shall be the rules referred to in that section in respect of that society. (3) .Any application for the alteration of a rule approved under subsection (I) shall be made in accordance with section 20 of this Act and that section shall apply thereto except to the extent that any approval or refusal of the application shall be made by the Minister. (4) Any approval granted by the Minister pursuant to subsection (1) or (3) may be granted in such terms and made subject to such conditions as the Minister thinks fit. (5) Notwithstanding the provisions of section 17 of this Act, where there is any inconsistency between any rule or alteration approved pursuant to subsection (1) or (3) and the provisions of this Act that rule shall prevail and it shall be deemed to conform with this Act.

770 Building Societies Act 1985, No. 42 FIRST SCHEDULE Part I [s. 5] Enactment repealed Extent of repeal Building Societies Act of 1886, 50 Vic. No. 34 The Whole Building Societies Act Amendment Act of 1915, 6 The Whole Geo. 5 No. 10 Building Societies .-acts Amendment Act of 1941 6 The Whole Geo. 6 No. 15 Building Societies Acts Amendment Act of 1943. 7 The Whole Geo. 6 No. 22 Building Societies Acts Amendment Act of 1952. 1 The Whole Eliz. 2 No. 23 Building Societies Acts Amendment Act of 1956, 5 The Whole Eliz. 2 No. 22 Building Societies Acts Amendment Act of 1958, 7 The Whole Eliz. 2 No. 52 Building Societies Acts Amendment Act of1967. The Whole No. 7 Building Societies Acts Amendment Act of1968. The Whole No. 18 Building Societies Act and Another-.Act Amendment The Whole Act 1971. No. 56 Building Societies Act Amendment Act1972. No. The Whole 25 Building Societies Act Amendment Aci 1974, No. The Whole 48 Building Societies Act Amendment .4ct 1975. No. The Whole 77 Building Societies Act Amendment Act1976. No. The Whole 28 Building Societies Act Amendment Act1976 (No. The Whole 2). No. 49 Part II Act and Amendment New Collective Title Trusts Act 1973-1981 In section 21, in subsection (1), inserting at the end of paragraph (j) the following expression and paragraph:- Trusts .4ct 1973-1985 (k) in the purchase of shares in, or the deposit of moneys with, a permanent building society approved for that purpose under the Building Societies Act 1985".

Building Societies Act 1985, No. 42 771 SECOND SCHEDULE [s. 17] (a) The name of the building society. (b) The objects of the building society. (c) The terms upon which paid up shares (if any) are to be issued and dealt with, and whether preferential shares are to be issued, and if so, within what limits (if any). (d) The powers of the building society, in particular and without affecting the generality of this clause- (i) the powers to borrow money, (ii) the powers to raise money on deposit and the manner in which the board may regulate the withdrawal of such deposits, and any limitation on any of the powers of the building society. (e) The purposes to which the funds of the building society are to be applied. and the manner in which they are to be invested. (f) Whether shares may or may not be withdrawn, and if so, upon what terms, and the terms upon which mortgages may be redeemed. (g) The manner in which the funds of the building society are to be managed and in particular the mode of drawing and signing drafts, bills of exchange. cheques. promissory notes and other negotiable instruments for and on behalf of the building society. (h) The number of directors, the qualifications of directors and the manner of electing, appointing. remunerating and removing directors and filling a vacancy. (i) The powers and duties of the board, the requisite notice of meetings. and the quorum for meetings. (j) The intervals between general meetings of the building society, the manner of calling general and special meetings. the requisite notices of meetings, the quorum for meetings of the building society. (k) The procedures for the conduct of meetings of the building society including the rights of members in voting at meetings. the manner of voting and the majority necessary for carrying resolutions. (1) Provision for an annual or more frequent audit of the accounts, and inspection by the auditors of the mortgages and other securities belonging to the building society. (m) The manner of appointing, remunerating and removing auditors, the powers and duties of auditors, and in particular their powers and duties with respect to the inspection of securities belonging to the building society. (n) The manner of altering or rescinding the rules and of making additional rules. (o) The device, custody and use of the seal of the building society.

772 Building Societies Act 1985, No. 42 (p) The manner in which the building society may be wound up or terminated. (q) The manner of appointing, remunerating and removing officers of the building society (other than directors), the powers and duties of such officers. (r) Whether disputes between the building society and any of its members. or any person claiming by or through any member, or under the rules. shall be settled by reference to arbitration, or how otherwise. (s) Provision for the custody of the mortgage deeds and other securities belonging to the building society. (t) The fines and forfeitures to be imposed on members of the building society: (u) The circumstances. including those relating to bankruptcy and death, in which membership ceases.