{"id":"howard-florey-institute-experimental-physiology-and-medicine-repeal-act-2007","name":"Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007","slug":"howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007","collection":"act","jurisdiction":"vic","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":176574,"registerId":"vic-howard-florey-institute-experimental-physiology-and-medicine-repeal-act-2007-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007","content":"Authorised Version No. 002\n\n**Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007**\n\n**No. 19 of 2007**\n\nAuthorised Version as at  \n13 September 2012\n\n**table of provisions**\n\n*Section Page*\n\n1 Purposes 2\n\n2 Commencement 2\n\n3 Definitions 2\n\n4 Repeal of **Howard Florey Institute of Experimental Physiology and Medicine Act 1971** 3\n\n5 Abolition of former body 3\n\n6 Accounts 4\n\n7 Transfer of staff 5\n\n8 Future terms and conditions of transferred employees 5\n\n9 Students 6\n\n10 Validity of things done under this Act 6\n\n11 Savings and transitional regulations 7\n\n12 Consequential amendments 7\n\nENDNOTES 9\n\n1. General Information 9\n\n2. Table of Amendments 10\n\n3. Explanatory Details 11\n\n**Authorised Version No.** **002**\n\n**Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007**\n\n**No. 19 of 2007**\n\nAuthorised Version as at  \n13 September 2012\n\n**Preamble**\n\nThe **Howard Florey Institute of Experimental Physiology and Medicine Act 1971** was enacted to establish a body corporate known as the Howard Florey Institute of Experimental Physiology and Medicine (\"the Institute\").\n\nIt is proposed to establish a body to be called the Florey Neuroscience Institutes which will be involved in the establishment of a research centre to be called the Australian Centre for Neuroscience and Mental Health Research. The Institute will be involved in the Florey Neuroscience Institutes.\n\nTo facilitate the involvement of the Institute in the Florey Neuroscience Institutes it is expedient to repeal the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971** and to provide for the transfer of all property, rights and liabilities held, and staff employed, by the Institute to a company, limited by guarantee, incorporated under the Corporations Act that is to be the successor in law of the Institute.\n\n**The Parliament of Victoria therefore enacts:**\n\n\t1 Purposes\n\ns. 1\n\nThe main purposes of this Act are—\n\n(a) to repeal the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971**;  and\n\n(b) to provide for the transfer to another entity of all property, rights, liabilities and staff of the Howard Florey Institute of Experimental Physiology and Medicine.\n\n\t2 Commencement\n\nThis Act comes into operation on 1 July 2007.\n\n\t3 Definitions\n\nIn this Act—\n\n***Board*** means the governing body of the former body appointed by or under the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971**;\n\n***commencement day*** means 1 July 2007;\n\n***former body*** means the Howard Florey Institute of Experimental Physiology and Medicine established under the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971**;\n\n***liabilities*** means all liabilities, duties and obligations, whether actual, contingent or prospective;\n\n***new body*** means Howard Florey Institute ACN 124 316 310;\n\n***property*** means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description;\n\n***rights*** means all rights, powers, privileges and immunities, whether actual, contingent or prospective;\n\n***transferred employee*** means an employee transferred to the new body by force of this Act.\n\nSee:  \nAct No.  \n8108.  \nReprint No. 1  \nas at 23 July 1998.  \nLawToday:  \nwww.  \nlegislation.  \nvic.gov.au\n\n\t4 Repeal of Howard Florey Institute of Experimental Physiology and Medicine Act 1971\n\ns. 4\n\nThe **Howard Florey Institute of Experimental Physiology and Medicine Act 1971** is **repealed**.\n\n\t5 Abolition of former body\n\n(1) On the commencement day—\n\n(a) the former body is abolished; and\n\n(b) a person holding office as a member of the former body ceases to hold office; and\n\n(c) the Board is abolished; and\n\n(d) a person holding office as a member of the Board ceases to hold office; and\n\n(e) any Committee, including an Executive Committee, constituted and appointed by the Board is abolished.\n\n(2) On the commencement day—\n\n(a) the new body is the successor in law of the former body; and\n\n(b) all rights, property and assets that immediately before that day were vested in the former body become, by force of this section, vested in the new body; and\n\n(c) all debts, liabilities and obligations of the former body become, by force of this section, debts, liabilities and obligations of the new body; and\n\n(d) the new body is, by force of this section, substituted as a party to any proceedings pending in any court or tribunal to which the former body was a party immediately before the commencement day; and\n\n(e) the new body is, by force of this section, substituted as a party to any arrangement or contract entered into by or on behalf of the former body as a party and in force immediately before that day; and\n\n(f) any reference to the former body in any Act or in any proclamation, Order in Council, rule, regulation, order, agreement, instrument, deed or other document is, so far as it relates to any period after that day and if not inconsistent with the context or subject-matter, construed as a reference to the new body.\n\n\t6 Accounts\n\ns. 6\n\nOn and from the commencement day the new body must ensure that the accounts of the former body for the financial year ending immediately before the commencement day are audited and dealt with in the same way as if the accounts were accounts of the new body.\n\n\t7 Transfer of staff\n\ns. 7\n\n(1) On and from the commencement day, a person employed by the former body immediately before that day, including a person holding office as a result of an appointment made by the Board under section 16 of the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971**, is to be regarded as—\n\n(a) having been employed by the new body; and\n\n(b) having been so employed on the same terms and conditions as those that applied to the person immediately before the commencement day as an employee of the former body; and\n\n(c) having accrued an entitlement to benefits, in connection with that employment with the new body, that is equivalent to the entitlement that the person had accrued, as an employee of the former body, immediately before the commencement day.\n\n(2) The service of a transferred employee as an employee of the new body is to be regarded for all purposes as having been continuous with the service of the transferred employee, immediately before the commencement day, as an employee of the former body.\n\n\t8 Future terms and conditions of transferred employees\n\nNothing in section 7 prevents—\n\n(a) any of the terms and conditions of employment of a transferred employee from being altered by or under any law, award or agreement with effect from any time after the commencement day; or\n\n(b) a transferred employee from resigning, or the termination of a transferred employee's employment, at any time after the commencement day in accordance with the then existing terms and conditions of his or her employment by the new body.\n\n\t9 Students\n\ns. 9\n\nOn and from the commencement day, a person who, immediately before that day, was undertaking studies at the former body may continue with those studies at the new body from that day on the same terms and conditions as those that applied to the person immediately before that day.\n\n\t10 Validity of things done under this Act\n\nNothing effected by this Act or suffered under this Act—\n\n(a) is to be regarded as placing any person in breach of contract or confidence or as otherwise making any of them guilty of a civil offence; or\n\n(b) is subject to compliance with, or is to be regarded as placing any person in breach of or as constituting a default under, any Act or other law or any provision in any agreement, arrangement or understanding including, but not limited to, any provision prohibiting or restricting the assignment or transfer of any property or right or the disclosure of any information; or\n\n(c) is to be regarded as fulfilling any condition which allows a person to exercise a power, right or remedy in respect of, or to terminate, any agreement or obligation; or\n\n(d) is to be regarded as giving rise to any remedy for a party to a contract or an instrument or as causing or permitting the termination of any contract or instrument because of a change in the beneficial or legal ownership of any property, right or liability; or\n\n(e) is to be regarded as causing any contract or instrument to be void or otherwise unenforceable; or\n\n(f) is to be regarded as frustrating any contract; or\n\n(g) releases any surety or other obligor wholly or in part from any obligation.\n\n\t11 Savings and transitional regulations\n\ns. 11\n\n(1) The Governor in Council may make regulations containing provisions of a savings or transitional nature consequent on the enactment of this Act.\n\n(2) A provision mentioned in subsection (1) may be made retrospective in operation to a day on or after the commencement day.\n\n(3) A provision referred to in subsection (1) has effect despite anything to the contrary in any Act (other than this Act) or subordinate instrument.\n\n\t12 Consequential amendments\n\nSee:  \nAct No.  \n6213.  \nReprint No. 7  \nas at  \n20 November 2003  \nand amending  \nAct Nos  \n108/2004 and 97/2005.  \nLawToday:  \nwww.  \nlegislation.  \nvic.gov.au\n\n(1) In section 3(1) of the **Cancer Act 1958 insert** the following definition**—**\n\n\"***HFI*** means Howard Florey Institute ACN 124 316 310  (or any successor in law of that company);\".\n\n(2) For section 16(2)(ea) of the **Cancer Act 1958 substitute**—\n\n\"(ea) the chief executive officer for the time being (by whatever name called) of HFI or a nominee of the chief executive officer;\".\n\n(3) In the Second Schedule to the **Cancer Act 1958** for \"Howard Florey Institute of Experimental Physiology and Medicine\" **substitute** \"HFI\".\n\ns. 12\n\n\n\nENDNOTES\n\n1. General Information\n\n\n *Minister's second reading speech—*\n\n *Legislative Assembly: 15 March 2007*\n\n *Legislative Council: 3 May 2007*\n\nEndnotes\n\nThe long title for the Bill for this Act was \"A Bill for an Act to repeal the **Howard Florey Institute of Experimental Physiology and Medicine Act 1971** and for other purposes.\"\n\nThe **Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007** was assented to on 29 May 2007 and came into operation on 1 July 2007: section 2.\n\n1. Table of Amendments\n\n\nEndnotes\n\nThere are no amendments made to the **Howard Florey Institute of Experimental Physiology and Medicine (Repeal) Act 2007** by Acts and subordinate instruments.\n\n1. Explanatory Details\n\n\nEndnotes\n\nNo entries at date of publication.","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act implements the stated purpose in the long title and preamble: repeal the 1971 Act and transfer assets, liabilities, staff and related rights to a company that becomes successor in law. There are no provisions extending scope beyond facilitating that transition; endnotes record no subsequent amendments to this Act."},"complexity_factors":["Straightforward repeal and statutory abolition of a single entity","Full vesting of property, rights and liabilities in a successor company (legal transfer and substitution in proceedings)","Automatic transfer and continuity protections for employees and students, limiting immediate disruption","Broad non‑breach and non‑voiding clauses protecting transfers from contract/obligation consequences","Power for Governor in Council to make retrospective savings and transitional regulations (creates some discretionary implementation risk)","Consequential amendments to another Act (Cancer Act 1958) requiring cross‑instrument consistency"],"plain_english_summary":"The Act repeals the 1971 statute that created the Howard Florey Institute and abolishes that statutory body, making Howard Florey Institute ACN 124 316 310 the legal successor and transferring all property, rights, liabilities, contracts, staff and students to the company. Employees keep continuous service and accrued entitlements, the company inherits debts and pending proceedings, and the Governor in Council may make transitional regulations. Mechanically, the law moves legal and financial responsibility from a statutory body into a corporate entity, changing who pays and who decides."},"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"The Act appears to do precisely what its title states — repeal the legislation establishing the Howard Florey Institute. There is no indication of scope creep or changes from its original intent. Repeal acts of this nature are typically narrow and purpose-built."},"complexity_factors":["Very narrow and specific purpose — a single-function repeal act","Limited legislative text available for analysis, suggesting a short and straightforward instrument","No complex obligations, rights, or penalties imposed on individuals","Context of the repeal (what happens to staff, assets, contracts) may be addressed in separate transitional legislation not visible here"],"plain_english_summary":"The Act formally abolishes the statutory existence of the Howard Florey Institute, ending its legal identity so the research entity could be restructured or merged under new arrangements.  \n\nIt mainly affects the Institute’s staff, researchers, funding arrangements and parties to contracts tied to its former legal form — a housekeeping measure to tidy up the legal framework."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: repealing the 1971 Act and facilitating the transfer of the Institute to a new corporate structure. The scope has not expanded beyond this core administrative restructure."},"complexity_factors":["Short statute with only 12 sections and straightforward sequential structure","Minimal defined terms (8 definitions in section 3, all standard corporate/employment concepts)","Single cross-reference to the repealed 1971 Act for employment appointments","No nested exceptions or conditional logic beyond standard 'despite anything to the contrary' savings clause","Clear operative date (1 July 2007) with no staggered commencement or contingent triggers","Consequential amendments limited to one other Act (Cancer Act 1958) with simple substitution of names"],"plain_english_summary":"This legislation shuts down a Victorian government research body called the Howard Florey Institute of Experimental Physiology and Medicine (established in 1971) and transfers all its assets, debts, staff, and ongoing legal matters to a new private company called Howard Florey Institute ACN 124 316 310.\n\n**What it does:**\n- **Repeals (cancels)** the 1971 Act that created the original Institute\n- **Abolishes** the old Institute and its governing Board on 1 July 2007\n- **Transfers everything** to the new company: buildings, equipment, money owed to or by the Institute, court cases, contracts, and all staff\n- **Protects staff** by ensuring their employment continues uninterrupted with the same pay, conditions, and accrued benefits (like annual leave or long service leave)\n- **Protects students** already studying at the Institute so they can finish their studies under the same terms\n- **Prevents legal chaos** by making clear that transferring assets and staff doesn't breach any contracts or trigger termination clauses in agreements\n- **Updates references** in the Cancer Act 1958 to point to the new company instead of the old Institute\n\n**Who it affects:**\n- Employees of the Howard Florey Institute (their jobs transfer automatically)\n- Students studying at the Institute\n- Anyone with contracts or legal disputes involving the Institute\n- The new company taking over (Howard Florey Institute ACN 124 316 310)\n\n**Why it matters:**\nThis allowed the Florey Institute to become part of a larger neuroscience research centre (the Florey Neuroscience Institutes) by converting from a statutory body (created by Act of Parliament) into a company structure. This typically provides more flexibility for fundraising, partnerships, and research collaboration while ensuring existing staff and students aren't disadvantaged by the change."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007","history":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007/history","analysis":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007/analysis","conflicts":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007/conflicts","importantCases":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007/important-cases","documents":"/api/acts/howard-florey-institute-of-experimental-physiology-and-medicine-repeal-act-2007/documents"}}