{"id":"james-brown-memorial-trust-incorporation-act-1990","name":"James Brown Memorial Trust Incorporation Act 1990","slug":"james-brown-memorial-trust-incorporation-act-1990","collection":"act","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105587,"registerId":"sa-james-brown-memorial-trust-incorporation-act-1990-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"James Brown Memorial Trust Incorporation Act 1990","content":"South Australia\nJames Brown Memorial Trust Incorporation Act 1990\nAn Act to provide for the continued operation of the James Brown Memorial Trust; to revise the powers and functions of the Trust; and for other purposes.\n\nContents\nPreamble\n1\tShort title\n3\tInterpretation\n4\tThe Trust\n5\tAbility to apply to the Supreme Court\n6\tValidity of acts\n7\tStatus of Declaration of Trust\n8\tConstruction of certain instruments\n9\tActs or omissions under the repealed Act\n10\tAmendment of Declaration of Trust\nSchedule—Declaration of Trust\nLegislative history\n\n\nPreamble\nWHEREAS Jessie Brown, deceased, who died on 13 November, 1892, by her last will and testament gave the residue of her estate to certain persons as trustees, on trust, for certain charitable and benevolent purposes as a memorial to her late husband, James Brown:\nAND WHEREAS the James Brown Memorial Trust Incorporation Act 1894 was enacted to provide for the incorporation of the James Brown Memorial Trust and to prescribe the powers and functions of that Trust:\nAND WHEREAS it has become appropriate to restate the purposes of the Trust and to revise the powers and functions of the Trust:\n\nThe Parliament of South Australia enacts as follows:\n1—Short title\nThis Act may be cited as the James Brown Memorial Trust Incorporation Act 1990.\n3—Interpretation\nIn this Act, unless the contrary intention appears—\nthe Declaration of Trust means the declaration of trust set out in the Schedule and includes any subsequent amendment made to the declaration;\nthe repealed Act means the James Brown Memorial Trust Incorporation Act 1894 repealed by this Act;\nthe Trust means the James Brown Memorial Trust incorporated under the repealed Act;\nthe Trust property means the property vested in the Trust from time to time.\n4—The Trust\n\t(1)\tThe Trust—\n\t(a)\tcontinues in existence under the same name as a body corporate with perpetual succession and a common seal; and\n\t(b)\thas the legal capacity of a natural person; and\n\t(c)\tmay sue and be sued in its corporate name.\n\t(2)\tWithout limiting the effect of subsection (1), the Trust will have the powers, functions and duties conferred, assigned or imposed by the Declaration of Trust.\n\t(3)\tThe Trust will consist of those persons who were, immediately before the commencement of this Act, trustees of the Trust under the repealed Act and such other persons as may be appointed from time to time pursuant to the Declaration of Trust.\n\t(4)\tThe affixation of the common seal of the Trust must be attested by at least two trustees.\n\t(5)\tWhere a document appears to bear the common seal of the Trust and the signatures of at least two trustees attesting the affixation of the common seal, it will be presumed, in the absence of proof to the contrary, that the common seal of the Trust has been duly affixed to that document.\n5—Ability to apply to the Supreme Court\nThe Trust or any two trustees of the Trust may apply to the Supreme Court for advice or direction as to any matter connected with the management or administration of the Trust property or the construction of any document relating to the Trust or the Trust property.\n6—Validity of acts\nAn act or proceeding of the Trust or any committee appointed by the Trust is not invalid by reason only of a vacancy in its membership or a defect in the appointment of a member.\n7—Status of Declaration of Trust\nThe Declaration of Trust supersedes all trusts created by or under the repealed Act and the last will and testament of Jessie Brown, deceased.\n8—Construction of certain instruments\nSubject to any order or direction of the Supreme Court, where—\n\t(a)\tan instrument provides that property is to be held or given for the benefit of an institution; and\n\t(b)\tthe institution is—\n\t(i)\tat the time of the execution of the instrument; or\n\t(ii)\tat the time that the instrument takes effect,\nowned or operated by the Trust,\nthe property will be taken to be held or given for the benefit of the Trust.\n9—Acts or omissions under the repealed Act\n\t(1)\tAn act or omission performed or made by, or for the benefit of, the Trust (or an institution owned or operated by the Trust) before the commencement of this Act that was not authorised under the repealed Act but that would have been authorised under this Act had the act or omission occurred after the commencement of this Act will be taken to have been validly performed or made.\n\t(2)\tNothing in subsection (1) affects any action or proceeding commenced before the commencement of this Act.\n10—Amendment of Declaration of Trust\n\t(1)\tThe Trust may, with the approval of the Attorney-General, by a resolution supported by an absolute majority of the trustees, amend the provisions of the Declaration of Trust.\n\t(2)\tAn amendment may, according to its terms (and subject to the approval of the Attorney-General), come into operation—\n\t(a)\ton a specified day (which may be retrospective or prospective); or\n\t(b)\ton the day of its approval by the Attorney-General.\n\t(3)\tThe trustees must, as soon as practicable after the amendment is approved by the Attorney-General, cause notice of an amendment to the provisions of the Declaration of Trust to be published in the Gazette.\nSchedule—Declaration of Trust\nIT IS DECLARED THAT—\n1\t(1)\tThe Trust is a public charitable institution established for the purpose of providing—\n\t(a)\taccommodation (whether in residential units, hostels, nursing homes, infirmaries or otherwise); and\n\t(b)\thospital services; and\n\t(c)\thealth and welfare services,\nfor the benefit or care of members of the public—\n\t(d)\twho are aged or infirm; or\n\t(e)\twho lack sufficient means; or\n\t(f)\twho are otherwise in need of charitable assistance.\n\t(2)\tThe Trust may, by deed, limit any purpose or power conferred by this Declaration of Trust.\n\t(3)\tA limitation imposed under subclause (2)—\n\t(a)\tmay be unconditional or subject to conditions; and\n\t(b)\tmay be expressed to operate—\n\t(i)\tpermanently; or\n\t(ii)\tfor a specified period; or\n\t(iii)\tuntil revoked or varied by another deed executed by the Trust.\n2\tThe Trust property will be held by the Trust on trust and, subject to this Declaration of Trust, may be applied by the Trust for any of the purposes of the Trust.\n3\t(1)\tSubject to this Declaration of Trust, the Trust has power—\n\t(a)\tto acquire, hold, deal with and dispose of real and personal property;\n\t(b)\tto erect buildings and structures on land vested in the Trust and to renovate, alter or demolish any of its buildings or structures;\n\t(c)\tto establish or operate, or to participate in the establishment or operation of, facilities or services designed to advance the purposes of the Trust;\n\t(d)\tto open and operate bank accounts;\n\t(e)\tto invest funds not immediately required for its purposes in any security in which trust money may, by Act of Parliament, be invested;\n\t(f)\tto borrow money;\n\t(g)\tto give such security for the discharge of liabilities incurred by the Trust as the Trust thinks appropriate;\n\t(h)\tto enter into contracts of employment, partnerships, joint ventures or other contracts or arrangements;\n\t(i)\tto receive any gift of property to be applied in furtherance of the purposes of the Trust;\n\t(j)\tto receive any property with any special direction or limitation and to use such property subject to such direction or limitation in furtherance of the purposes of the Trust;\n\t(k)\tto make donations and other gifts;\n\t(l)\tto charge fees and recover out of pocket expenses;\n\t(m)\tto exercise any other powers that are contemplated by this Declaration of Trust or necessary or expedient for the fulfilment of its purposes.\n\t(2)\tWithout limiting the generality of any other provision of this Declaration of Trust, the Trust may—\n\t(a)\tuse any hospital, nursing home or other facility established by the Trust for teaching purposes; and\n\t(b)\tinsofar as may be consistent with its purposes, establish links or seek accreditation with teaching hospitals and educational or research institutions, and make payments to such hospitals and institutions.\n\t(3)\tThe Trust may appoint or engage solicitors, accountants or other agents to assist in the performance of its powers and the fulfilment of its purposes.\n4\t(1)\tThe Trust will consist of at least seven trustees.\n\t(2)\tThe trustees may, by special resolution—\n\t(a)\tfill any vacancy in the office of a trustee;\n\t(b)\tadd to their number as they think fit.\n\t(3)\tThe trustees may, by special resolution, remove a trustee from office.\n\t(4)\tThe office of a trustee becomes vacant if the trustee—\n\t(a)\tdies; or\n\t(b)\tresigns by written notice to the Trust; or\n\t(c)\tis removed from office under subclause (3).\n5\t(1)\tThe trustees may establish such committees as they think fit.\n\t(2)\tA committee may, but need not consist of, or include, any of the trustees.\n\t(3)\tThe powers and functions of a committee, the quorum of a committee, and the procedures to be observed in relation to the conduct of the proceedings of a committee, will be as determined by the trustees (although a committee may, in the absence of a determination of the trustees on a particular procedural matter, determine that matter itself).\n6\tThe trustees may appoint a Secretary of the Trust, and such other officers of the Trust, as they think fit.\n7\t(1)\tThe trustees may delegate any of the powers or functions of the Trust—\n\t(a)\tto a particular trustee, or trustees; or\n\t(b)\tto a committee established by the trustees; or\n\t(c)\tto the Secretary of the Trust; or\n\t(d)\tto any other person; or\n\t(e)\tto a person for the time being holding or occupying a particular office or position.\n\t(2)\tA delegation under subclause (1)—\n\t(a)\tmay be unconditional or subject to conditions; and\n\t(b)\tdoes not derogate from the ability of the trustees to act in any matter; and\n\t(c)\tis revocable at will by the trustees.\n\t(3)\tThe trustees cannot delegate a power under clause 4.\n8\t(1)\tThe trustees will before 30 June in each year elect one of their number to chair the meetings of the Trust for the ensuing financial year.\n\t(2)\tThe trustees may also elect one of their number to act as the deputy to the trustee elected under subclause (1).\n\t(3)\tA trustee retiring from office under subclause (1) or (2) is eligible for re‑election.\n\t(4)\tIn the event of a casual vacancy in an office under subclause (1) or (2), the trustees may elect another trustee to the vacant office for the remainder of the financial year.\n\t(5)\tIn the absence of the trustee elected under subclause (1) at a meeting of the Trust, his or her deputy will preside, and in the absence of them both, the trustees present at the meeting may choose one of their number to preside.\n\t(6)\tA meeting of the Trust may be called—\n\t(a)\tby the person elected to chair meetings of the Trust under subclause (1), or by his or her deputy; or\n\t(b)\tby any two trustees.\n\t(7)\tExcept in a case of emergency, where two trustees call a meeting under subclause (6)(b), they must give the other trustees at least seven days notice of the meeting.\n\t(8)\tA notice under subclause (7)—\n\t(a)\tmust be in writing; and\n\t(b)\tmust set out the date, time and place of the meeting; and\n\t(c)\tmust be signed by the trustees calling the meeting; and\n\t(d)\tmust specify the general nature of the business to be transacted at the meeting.\n\t(9)\tFour trustees constitute a quorum at a meeting of the Trust and no business may be transacted unless a quorum is present.\n\t(10)\tEach trustee present at a meeting of the Trust is entitled to one vote on a matter arising for decision at the meeting and, except where a special resolution is required, the person presiding at the meeting has, in the event of an equality of votes, a casting vote as well as a deliberative vote.\n\t(11)\tExcept where a special resolution is required, a decision carried by a majority of the votes cast by the trustees present at a meeting is a decision of the Trust.\n\t(12)\tA decision concurred in by trustees otherwise than at a meeting of the Trust is a valid decision of the Trust if all of the trustees have signified their concurrence in the decision by letter, telegram, telex, facsimile transmission or other method of written communication.\n\t(13)\tThe trustees must cause an accurate record to be kept of their proceedings.\n\t(14)\tSubject to this Declaration of Trust, the procedures to be observed in relation to meetings of the Trust will be as determined by the trustees.\n9\t(1)\tNo personal liability attaches to a trustee for an act or omission by the trustee or the Trust in good faith in the exercise, performance or discharge, or purported exercise, performance or discharge, of the trustee or the Trust's powers, functions or duties.\n\t(2)\tA liability that would, but for subclause (1), lie against a trustee will lie against the Trust.\n10\tA trustee is not liable for the debts and liabilities of the Trust.\n11\tThe Trust is liable for any costs or expenses involved or incurred in insuring the trustees against risks associated with the performance of their functions.\n12\tThe Trust may make, alter or repeal such rules and regulations as it thinks fit in relation to the management of the business and affairs of the Trust.\n13\t(1)\tWhere a provision of this Declaration of Trust requires that notice be given to the trustees, the notice may be given to each trustee—\n\t(a)\tpersonally; or\n\t(b)\tby delivery (whether by post or otherwise) to the usual place of business or residence of the trustee, or to such other place as the trustee may authorise in writing.\n\t(2)\tFor the purposes of subclause (1)(b), a notice will be taken to have been given to a trustee—\n\t(a)\tin the case of delivery by post—at the time that the notice would be delivered in the ordinary course of post;\n\t(b)\tin any other case—at the time of delivery to the particular place.\n14\tIn this Declaration of Trust—\nspecial resolution means a resolution of the trustees of the Trust as to which the following conditions are satisfied:\n\t(a)\tat least seven days written notice, setting out the terms of the proposed resolution, is given to the trustees; and\n\t(b)\tthe resolution is supported at a duly convened meeting of the trustees by an absolute majority of the trustees.\n15\tThe trustee who was, immediately before the commencement of this Declaration of Trust, the Chairman of the Trust, and the trustee who was, immediately before the commencement of this Declaration of Trust, the Deputy Chairman of the Trust, will continue to hold their respective offices until the next succeeding 30 June.\nLegislative history\nNotes\n\t•\tFor further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au.\nLegislation repealed by principal Act\nThe James Brown Memorial Trust Incorporation Act 1990 repealed the following:\nJames Brown Memorial Trust Incorporation Act 1894\nPrincipal Act\nYear\nNo\nTitle\nAssent\nCommencement\n1990\n26\nJames Brown Memorial Trust Incorporation Act 1990\n26.4.1990\n26.4.1990\nProvisions amended\nNew entries appear in bold.\nProvision\nHow varied\nCommencement\nLong title\namended under Legislation Revision and Publication Act 2002\n\ns 2\nomitted under Legislation Revision and Publication Act 2002\n\n","sortOrder":0}],"analysis":{"summary":{"complexity_score":1,"scope_assessment":{"changed":false,"description":"Unable to assess whether the scope changed from the original intent — the full text of the Act was not accessible. Based on the title alone, the Act appears to have a narrow, specific purpose (incorporating a single named trust) consistent with its likely original intent, but no confirmation is possible without the actual text."},"complexity_factors":["No actual legislative text was retrievable — the source URL returned a 404 Page Not Found error","Analysis is limited to inference from the Act's title only","Incorporation acts for named trusts are historically among the simplest legislative instruments, typically containing only a handful of operative clauses","No amendments, schedules, or regulatory frameworks could be assessed"],"plain_english_summary":"The James Brown Memorial Trust Incorporation Act 1990 (SA) appears to be a short, technical statute that gives the named memorial trust legal personality so it can own property, enter contracts and sue or be sued, affecting trustees, members, beneficiaries, donors and organisations that deal with the trust.\n\nThe Act’s text couldn’t be retrieved from the South Australian site (Page Not Found); search legislation.sa.gov.au or contact OPCWeb@sa.gov.au to view the law."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":true,"description":"Yes. The Act restates and revises the Trust's purposes and powers: it continues the Trust as a corporate body with explicit corporate capacities (s.4) and enumerated powers to acquire, manage, invest, borrow and contract (Schedule cl.3). It expressly supersedes trusts created under the repealed Act and Jessie Brown's will (s.7), validates certain pre-commencement acts that would now be authorised (s.9), and creates a formal amendment route for the Declaration requiring Attorney‑General approval (s.10)."},"complexity_factors":["Repeal and supersession of the 1894 Act and the testator's will (s.7) creates legal continuity but requires checking historic instruments.","Broad property and commercial powers (Schedule cl.3) increase operational options and transactional complexity.","Delegation and committee framework (Schedule cl.5–7) allows dispersed decision-making while retaining trustee oversight.","Amendment procedure requires an absolute majority of trustees and Attorney‑General approval, plus Gazette notice (s.10; Schedule cl.14), adding external oversight and procedural steps.","Trustee protections and indemnity provisions (Schedule cl.9–11) shift liability onto the Trust and affect risk allocation.","Validation of prior unauthorised acts (s.9) may affect ongoing disputes and requires review of past conduct.","Court supervision: trustees or any two trustees may seek Supreme Court guidance on administration (s.5), adding a judicial check.","Construction clause (s.8) redirects gifts to institutions owned/operated by the Trust, requiring interpretation of instruments."],"plain_english_summary":"This Act continues the James Brown Memorial Trust as a corporate body, restates its charitable purposes (accommodation, hospital, health and welfare for the aged, infirm or needy) and revises the Trust's powers to hold and manage property, run or fund facilities, invest, borrow and enter contracts. It primarily affects the trustees, the Trust's beneficiaries and institutions owned or operated by the Trust. Practically, trustees receive limited personal liability (cl.9), the Trust meets trustees' insurance costs (cl.11), and changes to the Declaration require a trustee majority plus Attorney‑General approval and Gazette notice (s.10)."},"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"},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: providing a statutory framework for the James Brown Memorial Trust. The 1990 Act is a straightforward restatement and modernisation of the 1894 Act, updating governance and powers without expanding into new policy areas. The scope has not grown beyond the charitable purposes established by Jessie Brown's 1892 will."},"complexity_factors":["Single-purpose legislation applying to one specific entity rather than general rules","Only 4 defined terms in the interpretation section ('Declaration of Trust', 'repealed Act', 'Trust', 'Trust property')","Straightforward structure: preamble, 10 operative sections, and a Schedule containing the detailed Declaration of Trust","Minimal cross-referencing—mostly internal references between the Act and its Schedule","Some conditional logic in clauses 8 and 14 regarding meeting procedures and 'special resolutions', but these are standard governance provisions","No nested exceptions or highly technical regulatory frameworks","Length is moderate (approximately 3,500 words) with clear clause numbering"],"plain_english_summary":"This legislation continues and modernises a South Australian charitable trust that was originally established in 1894 from the estate of Jessie Brown, who left her property to create a memorial for her late husband James Brown.\n\n**What it does:**\n- **Keeps the Trust running**: The James Brown Memorial Trust continues as a legal entity (a 'body corporate') that can own property, enter contracts, and sue or be sued—just like a person.\n- **Updates the rules**: It replaces the old 1894 Act with clearer, modern rules about how the Trust operates.\n- **Defines the purpose**: The Trust provides accommodation, hospital services, and welfare help for elderly, infirm, or financially disadvantaged people.\n- **Sets up governance**: The Trust must have at least seven trustees who meet regularly, make decisions by voting, and can delegate tasks to committees or staff.\n- **Protects trustees**: Trustees acting honestly won't be personally liable for the Trust's debts or mistakes—the Trust itself carries the risk.\n\n**Who it affects:**\n- Elderly or vulnerable South Australians who need housing or care\n- The trustees who manage the Trust's assets and operations\n- People or institutions that donate property to the Trust\n\n**Why it matters:**\nThis is a 'private Act' that gives special legal status to one specific charity. Without it, the Trust would lack clear legal authority to manage its property and operations under modern law. The Act also fixes past problems by validating actions that might have been technically improper under the old rules."}},"importantCases":[],"_links":{"self":"/api/acts/james-brown-memorial-trust-incorporation-act-1990","history":"/api/acts/james-brown-memorial-trust-incorporation-act-1990/history","analysis":"/api/acts/james-brown-memorial-trust-incorporation-act-1990/analysis","conflicts":"/api/acts/james-brown-memorial-trust-incorporation-act-1990/conflicts","importantCases":"/api/acts/james-brown-memorial-trust-incorporation-act-1990/important-cases","documents":"/api/acts/james-brown-memorial-trust-incorporation-act-1990/documents"}}