{"id":"nsw:act-1881-rsn","name":"Royal Society of New South Wales Incorporation Act","slug":"royal-society-of-new-south-wales-incorporation-act","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"rsn of 1881","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":113154,"registerId":"nsw-act-1881-rsn-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Definitions","content":"#### 1 Definitions\n\n1 Definitions\n\n> For the purposes of this Act the following words in inverted commas shall unless the context otherwise indicate bear the meaning set against them respectively:\n> \n> “Corporation” the Society hereby incorporated.\n> \n> “Council” the Members of the Council at any duly convened meeting thereof at which a quorum according to the by-laws at the time being shall be present.\n> \n> “Secretary” such person or either one of such persons who shall for the time being be the Secretary or Secretaries honorary or otherwise of the said Society (saving and excepting any Assistant Secretary of the said Society).","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Incorporation clause","content":"#### 2 Incorporation clause\n\n2 Incorporation clause\n\n> The Honorary President the President Vice-President Officers and Members of the said Society for the time being and all persons who shall in manner provided by the rules and by-laws for the time being of the said Society become members thereof shall be for the purposes hereinafter mentioned a body corporate by the name or style of “The Royal Society of New South Wales” and by that name shall and may have perpetual succession and a common seal and shall and may enter into contracts and sue and be sued plead and be impleaded answer and be answered unto defend and be defended in all Courts and places whatsoever and may prefer lay and prosecute any indictment information and prosecution against any person whomsoever and any summons or other writ and any notice or other proceeding which it may be requisite to serve upon the Corporation may be served upon the Secretary or one of the Secretaries as the case may be or if there be no Secretary or if the Secretaries or Secretary be absent from the Colony then upon the President or either of the Vice-Presidents.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Rules and by-laws","content":"#### 3 Rules and by-laws\n\n3 Rules and by-laws\n\n> The present rules and by-laws of the said Society shall be deemed and considered to be and shall be the rules and by-laws of the said Corporation save and except in so far as any of them are or shall or may be altered varied or repealed under the powers for that purpose therein contained or are or may be inconsistent or incompatible with or repugnant to any of the provisions of this Act or any of the laws now or hereafter to be in force in the said Colony.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Power to acquire and hold and to sell lands &c","content":"#### 4 Power to acquire and hold and to sell lands &c\n\n4 Power to acquire and hold and to sell lands &c\n\n> The Corporation shall have power to purchase acquire and hold lands and any interest therein and also to sell and dispose of the said lands or any interest therein and all lands tenements hereditaments and other property of whatever nature now belonging to the said Society under the said rules and by-laws or vested in Trustees for them shall on the passing of this Act be vested in and become the property of the said Corporation subject to all charges claims and demands in anywise affecting the same.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Ordinary business to be managed by the Council","content":"#### 5 Ordinary business to be managed by the Council\n\n5 Ordinary business to be managed by the Council\n\n> The ordinary business of the Corporation in reference to its property shall be managed by the Council and it shall not be lawful for individual members to interfere in any way in the management of the affairs of the Corporation except as by the rules and by-laws for the time being shall be specially provided.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Powers of Council","content":"#### 6 Powers of Council\n\n6 Powers of Council\n\n> The Council shall have the general management and superintendence of the affairs of the Corporation and excepting the appointment of President and Vice-Presidents and other honorary officers who shall be appointed as the by-laws of the Society shall from time to time provide the Council shall have the appointment of all officers and servants required for carrying out the purposes of the Society and of preserving its property and it may also define the duties and fix the salaries of all officers Provided that if a vacancy shall occur in the Council during any current year of the Society’s proceedings it shall be lawful for the Council to elect a member of the Society to fill such vacancy for the unexpired portion of the then current year The Council may also purchase or rent land houses or offices and erect buildings or other structures for any of the purposes for which the Society is hereby incorporated and may borrow money for the purposes of the Corporation on mortgages of the real and chattel property of the Corporation or any part thereof or may borrow money without security provided that the amount so borrowed without security shall never exceed in the aggregate the amount of the income of the Corporation for the last preceding year and the Council may also settle and agree to the covenants powers and authorities to be contained in the securities aforesaid.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Liability of members","content":"#### 7 Liability of members\n\n7 Liability of members\n\n> In the event of the funds and property of the Corporation being insufficient to meet its engagements each member thereof shall in addition to his subscription for the then current year be liable to contribute a sum equal thereto towards the payment of such engagements but shall not be otherwise individually liable for the same and no member who shall have commuted his annual subscription shall be so liable for any amount beyond that of one year’s subscription.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Custody of common seal","content":"#### 8 Custody of common seal\n\n8 Custody of common seal\n\n> The Council shall have the custody of the common seal of the Corporation and have power to use the same in the affairs and business of the Corporation and for the execution of any of the securities aforesaid and may under such seal authorize any person without such seal to execute any deed or deeds and do such other matter as may be required to be done on behalf of the Corporation but it shall not be necessary to use the said seal in respect of the ordinary business of the Corporation nor for the appointment of their Secretaries Solicitor or other officers.","sortOrder":7},{"sectionNumber":"9","sectionType":"section","heading":"Certified copy of rules and by-laws to be evidence","content":"#### 9 Certified copy of rules and by-laws to be evidence\n\n9 Certified copy of rules and by-laws to be evidence\n\n> The production of a printed or written copy of the rules and by-laws of the Corporation certified in writing by the Secretary or one of the Secretaries as the case may be to be a true copy and having the common seal of the Corporation affixed thereto shall be conclusive evidence in all Courts of such rules and by-laws and of the same having been made under the authority of this Act.","sortOrder":8},{"sectionNumber":"10","sectionType":"section","heading":"Elections not made in due time may be made subsequently","content":"#### 10 Elections not made in due time may be made subsequently\n\n10 Elections not made in due time may be made subsequently\n\n> In case any of the elections directed by the rules and by-laws for the time being of the Corporation to be made shall not be made at the times required it shall nevertheless be competent to the Council or to the members as the case may be to make such elections respectively at any ordinary meeting of the Council or at any annual or special general meeting held subsequently.","sortOrder":9},{"sectionNumber":"11","sectionType":"section","heading":"Secretary may represent Corporation for certain purposes","content":"#### 11 Secretary may represent Corporation for certain purposes\n\n11 Secretary may represent Corporation for certain purposes\n\n> The Secretary or either one of the Secretaries may represent the Corporation in all legal and equitable proceedings and may for and on behalf of the Corporation make such affidavits and do such acts and sign such documents as are or may be required to be done by the plaintiff or complainant or defendant respectively in any proceedings to which the Corporation may be parties.","sortOrder":10}],"analysis":{"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"The Act has remained unchanged since its enactment in 1881, with no amendments recorded. Its scope appears to have stayed exactly as originally intended: a narrow incorporation instrument for a single named learned society. There is no evidence of scope creep or legislative expansion."},"complexity_factors":["The Act is a narrow, single-purpose Private Act affecting only one organisation","No amendments have been made in over 140 years, meaning there are no layered or conflicting provisions to navigate","The operative text of the Act is not reproduced in the provided version, limiting assessment of any technical legal provisions within it","The concept of incorporation is a well-established legal mechanism with little inherent ambiguity","Victorian-era legislative drafting style may use archaic language, adding minor interpretive difficulty"],"plain_english_summary":"The Royal Society of New South Wales Incorporation Act 1881 is a private Act that legally incorporated the Royal Society of NSW, giving it a persistent corporate identity to hold property, contract, and sue or be sued. It governs the Society and those who deal with it, and has been continuously in force since 16 December 1881 without amendment.\n\nIts significance is largely historical and legal: it remains the Society’s original charter and one of New South Wales’ oldest surviving laws."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The instrument is an incorporations statute: it creates corporate personality, vests property, confirms existing rules, and allocates governance powers and limited member liability. Nothing in the text extends or narrows those core functions beyond incorporation and internal governance."},"complexity_factors":["Reliance on existing rules/by-laws as primary governance with statutory override only where inconsistent (s 3) increases interpretive cross-reference.","Council discretion over property, hiring, borrowing (secured and unsecured) and setting salaries creates operational breadth (s 6).","Member contingent liability is limited but depends on terms like 'subscription' and 'commuted', which can be ambiguous in application (s 7).","Vesting of all prior Society property (including trustee-held assets) into the Corporation may raise title and charge-resolution issues (s 4).","Formalities about custody/use of the common seal and when execution without the seal is permitted introduce transactional nuance (s 8).","Secretary as authorised process‑recipient and legal representative centralises procedural authority and evidentiary weight (ss 1,2,11).","Quorum and other procedural matters are delegated to by-laws, producing dependence on internal rules for practical operation (s 1,5)."],"plain_english_summary":"This Act makes the Royal Society of New South Wales a corporate body, vests the Society’s existing property in that corporation, and makes the Society’s current rules and by‑laws operative unless inconsistent (ss 2,4,3). The Council runs ordinary business, manages property, appoints officers and may borrow or sell land; the Secretary may be served and may represent the Corporation in legal proceedings (ss 5-6,8,11). Members pay subscriptions and, if assets are insufficient, must contribute up to one year’s subscription (s 7)."},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"This is a straightforward incorporation statute from the 19th century (references to 'the Colony' indicate pre-Federation NSW legislation). The scope remains tightly focused on its original purpose: incorporating a specific scientific society, transferring its assets to the new legal entity, and establishing basic governance rules. There is no evidence of scope creep; the Act does exactly what its title suggests and no more."},"complexity_factors":["Short statute (11 sections, approximately 1,200 words)","Only 3 defined terms in section 1, though definitions use archaic phrasing ('saving and excepting', 'the Colony')","Single layer of conditional logic (e.g., 'if there be no Secretary', 'if a vacancy shall occur')","No cross-references to other Acts or complex statutory instruments","Straightforward structural flow: definitions → incorporation → powers → governance → liability → administrative mechanics","Language is archaic and convoluted (Victorian-era drafting with phrases like 'plead and be impleaded', 'answer and be answered unto') but the underlying legal structure is simple","Limited exceptions: primarily the proviso in section 6 regarding borrowing limits and the savings clause in section 3 regarding inconsistent by-laws"],"plain_english_summary":"This Act creates a legal entity called 'The Royal Society of New South Wales' — essentially giving an existing scientific society official recognition as a 'body corporate' (a legal person that can act independently of its individual members).\n\n**What it does:**\n- **Incorporates the Society**: Transforms what was likely an unincorporated group into a legal entity that can own property, enter contracts, sue and be sued in court, and continue to exist even as individual members come and go ('perpetual succession').\n- **Transfers property**: Any land or assets previously held by the Society or held in trust for it automatically becomes property of this new legal entity.\n- **Sets up governance**: Establishes that a 'Council' (the governing committee) manages the Society's business and affairs, appoints staff, and can buy, sell, or mortgage property. Individual members generally can't interfere in management unless the rules allow it.\n- **Limits member liability**: If the Society runs out of money, members are only liable to pay up to one extra year's membership fee — they don't risk losing their personal assets beyond that.\n- **Provides legal mechanics**: Deals with practical matters like who can use the common seal (official stamp), who can represent the Society in court (the Secretary), and what counts as proof of the Society's rules in legal proceedings.\n\n**Who it affects:**\n- Members of the Royal Society of New South Wales\n- Anyone doing business with the Society (they now have a clear legal entity to contract with)\n- Trustees who previously held property for the Society (that property now transfers to the Corporation)\n\n**Why it matters:**\nWithout incorporation, a group of individuals can't easily own property collectively or enter contracts as a group. This Act solves that problem, giving the Society legal capacity to operate like a modern organisation — holding assets, employing staff, and managing its affairs through elected representatives rather than requiring every member to sign every document."}},"importantCases":[],"_links":{"self":"/api/acts/royal-society-of-new-south-wales-incorporation-act","history":"/api/acts/royal-society-of-new-south-wales-incorporation-act/history","analysis":"/api/acts/royal-society-of-new-south-wales-incorporation-act/analysis","conflicts":"/api/acts/royal-society-of-new-south-wales-incorporation-act/conflicts","importantCases":"/api/acts/royal-society-of-new-south-wales-incorporation-act/important-cases","documents":"/api/acts/royal-society-of-new-south-wales-incorporation-act/documents"}}