Anglican Welfare Agency Act 1997 (Victoria)

This Act creates a statutory corporate entity, Anglicare Victoria, and makes it the legal successor to three named unincorporated Anglican welfare bodies. Mechanically, the Act (a) establishes the corporate body by name, with perpetual succession, a seal and the capacity to sue and be sued (s 4); (b) vests in that new body all property, rights and liabilities of the predecessor unincorporated bodies and dissolves those unincorporated bodies (s 9(1)(a)-(d)); and (c) preserves and re‑frames existing instruments, trusts, gifts and other dispositions in terms of the new corporate entity (ss 10-12). The Schedule supplies a Constitution that governs internal organisation, appointment processes for Council and Board members, objects and corporate governance requirements; the Constitution is expressly part of the governing law of the Agency (s 7(1); Sch.).

The Act distinguishes two classes of instrument that survive the transition. First, “unincorporated body instruments” (defined in s 3) continue to operate after commencement as if references to the unincorporated bodies were references to the Agency (s 10(1)). Second, “trust instruments” involving the Melbourne Anglican Trust Corporation or another trustee for an unincorporated body also continue with the same substitution (s 10(2)). The Act also supplies conversion rules for gifts and trust funds so that dispositions made for the predecessors remain effective for corresponding purposes of the Agency (s 11), and it contains a particular rule for specified named programs such as the Darling Babies Home and similar pre‑existing charitable welfare programs (s 12).

Operational governance is set out primarily in the Schedule. The Constitution in the Schedule defines mission and objects (cl 3-4), establishes a Council and a Board with specific composition and appointment paths (cl 6, 14), sets meeting frequencies and quorum rules (cl 9, 20), and places financial and reporting obligations on the Board (cl 26). The Archbishop of the Diocese of Melbourne is given particular institutional roles: President of the Council, Visitor with supervisory powers, and a role in appointing or approving key officers and constitutional amendments (Sch. cl 6, 30, 31). The Act also creates limited procedural obligations on the Trust Corporation (permitted transfers and appointments of trustee, s 9(2)) and on the Registrar of Titles to update land registers where required (s 14(1)).

Victorian Legislation Parliamentary Documentsi Version No. 002 Anglican Welfare Agency Act 1997 Act No. 23/1997 Version incorporating amendments as at 1 January 1999 TABLE OF PROVISIONS Section Page PART 1—PRELIMINARY 2

Purpose 2
Commencement 2
Definitions 2 PART 2—ANGLICAN WELFARE AGENCY 5
Establishment 5
Functions 5
Powers 5
The Constitution 6
Rules 6 PART 3—THE AGENCY AS SUCCESSOR OF UNINCORPORATED BODIES 7
Transfer of assets and liabilities 7
Unincorporated body instruments 8
Gifts, trusts etc 8
Gifts, trusts etc for certain purposes 9
Declared bodies 10
Amendment of Register 11

SCHEDULE—The Constitution of Anglicare Victoria 12 ═══════════════ ENDNOTES 26

General Information 26
Table of Amendments 27
Explanatory Details 28

Victorian Legislation Parliamentary Documents1 Version No. 002 Anglican Welfare Agency Act 1997 Act No. 23/1997 Version incorporating amendments as at 1 January 1999 Preamble (1) The Anglican Mission to the Streets and Lanes of Melbourne was established in 1886 by the Bishop of Melbourne as the Diocesan Mission to the Streets and Lanes of Melbourne. (2) The Mission of St James and St John was established by Act of the Synod of the Diocese of Melbourne in 1919. (3) St John's Homes for Boys and Girls is the successor of St Martin's Home for Boys which was established by resolution of the Synod of the Diocese of Melbourne in 1919, was opened in 1921 and was given a constitution in 1926 by Act of the Synod of the Diocese of Melbourne. By further Acts of Synod, the name was changed in 1940 to St John's Home for Boys and, in 1969, to St John's Homes for Boys and Girls. (4) The Anglican Mission to the Streets and Lanes of Melbourne, the Mission of St James and St John and St John's Homes for Boys and Girls have agreed to the formation of a new Anglican agency and, on the basis of their past experience and achievements, to continue and extend their operations. (5) In October 1996, the Synod of the Diocese of Melbourne approved a proposal for the establishment of a new Anglican welfare agency by Act of the Parliament.

Victorian Legislation Parliamentary DocumentsPart 1—Preliminary Anglican Welfare Agency Act 1997 Act No. 23/1997 2 The Parliament of Victoria therefore enacts as follows: PART 1—PRELIMINARY

Purpose The purpose of this Act is to incorporate an Anglican Welfare Agency as the successor in law of the Anglican Mission to the Streets and Lanes of Melbourne, the Mission of St James and St John and St John's Homes for Boys and Girls.
Commencement (1) Part 1 comes into operation on the day on which this Act receives the Royal Assent. (2) The remaining provisions of this Act come into operation on 1 July 1997.
Definitions In this Act— "Agency" means the body established under section 4; "Board" means the Board of the Agency constituted for the time being in accordance with the Constitution; "Constitution" means the Constitution of the Agency set out in the Schedule and, if that Constitution is amended, that Constitution as so amended and in force for the time being; "Council" means the Council of the Agency constituted for the time being in accordance with the Constitution; "instrument" includes a document and an oral agreement; s. 1

Victorian Legislation Parliamentary DocumentsPart 1—Preliminary Anglican Welfare Agency Act 1997 Act No. 23/1997 3 "liabilities" means all liabilities, duties and obligations, whether actual, contingent or prospective; "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; "rights" means all rights, powers, privileges and immunities, whether actual, contingent or prospective; "Trust Corporation" means the Melbourne Anglican Trust Corporation, a body corporate under the Church of England Act 1884 (Act No. 797); "trust instrument" means an instrument subsisting immediately before the commencement of Part 3— (a) to which the Trust Corporation or another trustee was a party as trustee for an unincorporated body; or (b) that was given to or in favour of the Trust Corporation or another trustee as trustee for an unincorporated body; or (c) that refers to the Trust Corporation or another trustee as trustee for an unincorporated body; or (d) under which— (i) money is, or may become, payable to or by the Trust Corporation or another trustee as trustee for an unincorporated body; or s. 3

Victorian Legislation Parliamentary DocumentsPart 1—Preliminary Anglican Welfare Agency Act 1997 Act No. 23/1997 4 (ii) other property is to be, or may become liable to be, transferred to or by the Trust Corporation or another trustee as trustee for an unincorporated body; "unincorporated body" means— (a) the Anglican Mission to the Streets and Lanes of Melbourne; (b) the Mission of St James and St John; (c) St John's Homes for Boys and Girls; "unincorporated body instrument" means an instrument subsisting immediately before the commencement of Part 3— (a) to which an unincorporated body was a party; or (b) that was given to or in favour of an unincorporated body; or (c) that refers to an unincorporated body; or (d) under which— (i) money is, or may become, payable to or by an unincorporated body; or (ii) other property is to be, or may become liable to be, transferred to or by an unincorporated body; "will" includes a codicil and any testamentary disposition.

s. 3

Victorian Legislation Parliamentary DocumentsPart 2—Anglican Welfare Agency Anglican Welfare Agency Act 1997 Act No. 23/1997 5 PART 2—ANGLICAN WELFARE AGENCY 4. Establishment (1) There is established a body by the name "Anglicare Victoria". (2) Anglicare Victoria— (a) is a body corporate with perpetual succession; (b) has an official seal; (c) may sue and be sued; (d) may acquire, hold and dispose of real and personal property; (e) may do and suffer all acts and things that a body corporate may by law do and suffer. (3) All courts must take judicial notice of the seal of Anglicare Victoria affixed to a document and, until the contrary is proved, must assume it was duly affixed. (4) The official seal of Anglicare Victoria must be kept in such custody as Anglicare Victoria directs and must not be used except as authorised by Anglicare Victoria. 5. Functions The functions of the Agency are the functions conferred on it by this Act or the Constitution. 6. Powers The Agency may do all things necessary or convenient to be done for, or in connection with, the carrying out of its functions. s. 4

Victorian Legislation Parliamentary DocumentsPart 2—Anglican Welfare Agency Anglican Welfare Agency Act 1997 Act No. 23/1997 6 7. The Constitution (1) The Agency is governed by this Act and the Constitution. (2) Subject to this Act and the Constitution, the Agency is managed by the Board. (3) The Board may exercise the powers of the Agency other than the powers that, under the Constitution, are required to be exercised by the Council. 8. Rules Subject to this section, the Agency may make rules not inconsistent with this Act, the Constitution or the objects set out in the Constitution.

s. 7

Victorian Legislation Parliamentary DocumentsPart 3—The Agency as Successor of Unincorporated Bodies Anglican Welfare Agency Act 1997 Act No. 23/1997 7 PART 3—THE AGENCY AS SUCCESSOR OF UNINCORPORATED BODIES 9. Transfer of assets and liabilities (1) On the commencement of this Part— (a) all property and rights of the unincorporated bodies or of any of them vest in the Agency; (b) all liabilities of the unincorporated bodies or of any of them become liabilities of the Agency; (c) the Agency is the successor in law of each of the unincorporated bodies; (d) each of the unincorporated bodies is dissolved. (2) Without derogating from any other powers of the Trust Corporation, the Trust Corporation— (a) may transfer to the Agency any property held by the Trust Corporation that, immediately before the commencement of this Act, was held by it on behalf of an unincorporated body, other than property that is subject to an express trust; (b) may, by writing, appoint the Agency to be the trustee in place of the Trust Corporation in respect of any property vested in it before the commencement of this section as trustee for an unincorporated body or in respect of any other trust for the benefit of an unincorporated body of which it was appointed trustee before that commencement. s. 9

Victorian Legislation Parliamentary DocumentsPart 3—The Agency as Successor of Unincorporated Bodies Anglican Welfare Agency Act 1997 Act No. 23/1997 8 10. Unincorporated body instruments (1) Each unincorporated body instrument continues to have effect according to its tenor on and after the commencement of this Part as if a reference in the instrument to an unincorporated body were a reference to the Agency. (2) Each trust instrument continues to have effect according to its tenor on and after the commencement of this Part as if a reference in the instrument to an unincorporated body were a reference to the Agency. 11. Gifts, trusts etc If— (a) before or after the commencement of this Part— (i) a gift, disposition or trust of property has been or is made or declared or is deemed to have been made or declared; or (ii) a trust fund has been or is created— (whether by deed, will or otherwise) to, in favour of, for the use of, or for the purposes of, an unincorporated body; and (b) the gift, disposition, trust or trust fund takes effect, or may take effect, or the trust fund may be applied, on or after that commencement— the gift, disposition, trust or trust fund does not fail only because of the provisions of this Act, but on or after that commencement— (c) in the case of a gift, disposition or trust of property, takes effect as if made or declared to or in favour of the Agency for a purpose of the Agency that corresponds with, or is s. 10

Victorian Legislation Parliamentary DocumentsPart 3—The Agency as Successor of Unincorporated Bodies Anglican Welfare Agency Act 1997 Act No. 23/1997 9 similar to, those purposes of the unincorporated body for which it was made or declared; or (d) in the case of a trust fund, may be applied as if created in favour of the Agency for a purpose of the Agency that corresponds with, or is similar to, those purposes of the unincorporated body for which the fund was created. 12. Gifts, trusts etc for certain purposes (1) If, before or after the commencement of this Part— (a) a gift, disposition or trust of property has been or is made or declared or is deemed to have been made or declared; or (b) a trust fund has been or is created— (whether by deed, will or otherwise) to, in favour of, for the use of, or for the purposes of, a named program and has taken effect before that commencement or may take effect or be applied on or after that commencement— (c) in the case of a gift, disposition or trust of property, it does not fail only because of those purposes or this Act but has effect as if made or declared to or in favour of the Agency for a purpose of the Agency that corresponds with, or is similar to, the purposes for which it was made or declared; and (d) in the case of a trust fund, it does not fail only because of those purposes or this Act but may be applied to or in favour of the Agency for a purpose of the Agency that corresponds with, or is similar to, the purposes for which the fund was created. s. 12

Victorian Legislation Parliamentary DocumentsPart 3—The Agency as Successor of Unincorporated Bodies Anglican Welfare Agency Act 1997 Act No. 23/1997 10 (2) In this section, "named program" means— (a) the Darling Babies Home; or (b) the Church of England Homes for Children, Brighton; or (c) a program or service of an unincorporated body, or of a predecessor of an unincorporated body, that was carried on or provided for charitable welfare purposes before the commencement of this Part. 13. Declared bodies (1) The Governor in Council, by Order published in the Government Gazette, may declare a diocesan body to be a declared body for the purposes of this Act as from a date specified in the Order. (2) If an Order is made under sub-section (1), on the date specified in the Order, this Part applies to the diocesan body specified in the Order as if— (a) a reference in this Act to an unincorporated body were a reference to the diocesan body; and (b) a reference in this Act to the commencement of this Part were a reference to the date specified in the Order. (3) In this section, "diocesan body" means a body unincorporate— (a) that is constituted by an Act of the Synod of a diocese of the Anglican Church of Australia in the province of Victoria; and (b) in respect of which the Synod of that diocese has by Act of Synod determined that the body should form part of the Agency; and (c) that the Agency has declared, in writing, that it has agreed that the body should form part of the Agency. s. 13

Victorian Legislation Parliamentary DocumentsPart 3—The Agency as Successor of Unincorporated Bodies Anglican Welfare Agency Act 1997 Act No. 23/1997 11 14. Amendment of Register (1) The Registrar of Titles, on being requested to do so and on delivery of any relevant certificate of title or instrument, must make any amendments in the Register under the Transfer of Land Act 1958 that are necessary because of the operation of this Part.

s. 14 S. 14(2) repealed by 85/1998 s. 24(Sch. item 4).

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 12 SCHEDULE THE CONSTITUTION OF ANGLICARE VICTORIA PART 1—PRELIMINARY

Definitions In this Constitution— "Agency" means the body corporate established by the Anglican Welfare Agency Act 1997 under the name Anglicare Victoria; "Archbishop" means the Archbishop of the Diocese of Melbourne and includes a person for the time being administering the affairs of the Diocese; "Archbishop in Council" means the Archbishop acting with the advice of the Council of the Diocese of Melbourne; "Bishop in Council", in relation to a diocese other than the Diocese of Melbourne, means the Bishop of the diocese acting with the advice of the Council of the diocese; "Board" means the Board of the Agency; "chairperson" means chairperson of the Board and includes a person acting as chairperson; "Council" means the Council of the Agency; "Diocese" means a diocese of the Anglican Church of Australia; "diocesan region" means one of the regions of the Diocese of Melbourne, the regions being defined from time to time by the Archbishop; "financial year" means a year beginning on 1 July; "member" means— (a) in relation to the Council, a member of the Council; (b) in relation to the Board, a member of the Board; Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 13 "participating diocese" means a diocese of the Anglican Church of Australia in the province of Victoria, other than the Diocese of Melbourne, in which a program of the Agency is carried on with the consent of the Bishop in Council of that diocese; "Rules" means the Rules of the Agency made under clause 28; "special resolution" in relation to the Council or the Board, means a resolution passed at a meeting by not less than 75% of the members present and voting; "Support Association" means an organisation approved for the time being under clause 27 as the Support Association of the Agency; "the Act" means the Anglican Welfare Agency Act 1997; "this Constitution" includes this Constitution, if amended, as amended and in force for the time being. 2. Interpretation Words and expressions used in this Constitution have, unless the contrary intention appears, the same respective meanings as the word or expression would have if used in the Act. PART 2—MISSION STATEMENT, OBJECTS AND FUNCTIONS 3. Mission statement The Agency exists to create a more just society by expressing God's love through service, education and advocacy. 4. Objects The objects of the Agency, to fulfil the Mission Statement in clause 3, are— (a) the relief of poverty; and (b) the welfare of children, young people and adults who are financially, emotionally or socially disadvantaged, with a primary focus on families; and (c) the undertaking, carrying on or carrying out of any other charitable work or charitable purpose. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 14 5. Functions and powers (1) The functions of the Agency are— (a) to provide services for the carrying out of its objects; (b) in connection with and for the purposes of carrying out its objects— (i) to undertake programs of education, research and planning; (ii) to publish and disseminate information resulting from those programs. (2) The Agency may— (a) establish and maintain premises for the purposes of the provision of its services, including residential services; (b) receive donations, bequests and grants; (c) act as trustee; (d) obtain financial accommodation and make investments; (e) enter into agreements, arrangements, partnerships and joint ventures; (f) receive and administer grants for charitable purposes connected with its objects; (g) make grants for charitable purposes connected with its objects; (h) employ staff; (i) do all things necessary or convenient to be done for or in connection with the carrying out of its functions. PART 3—THE COUNCIL 6. Council of the Agency (1) There shall be a Council of the Agency. (2) The members of the Council are— (a) the Archbishop, who shall be the President of the Council; (b) 3 persons appointed by the Archbishop in Council; Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 15 (c) 3 persons elected by the Synod of the Diocese of Melbourne who, at the time of election, are members of that Synod; (d) 3 persons appointed by the council of each diocesan region; (e) 3 persons appointed by the Bishop in Council of each participating diocese; (f) 3 employees of the Agency appointed, in accordance with the Rules, by the employees of the Agency; (g) 6 persons, who are not employees of the Agency, appointed by the Support Association; (h) 9 persons co-opted by the Council. (3) In addition to its other functions and powers under this Constitution, the Council may make such recommendations to the Board as the Council sees fit. 7. Term of appointment (1) A member of the Council appointed or co-opted under clause 6 is appointed or co-opted for a term ending on the date of the annual general meeting of the Council in the next following calendar year that is 3 years, or a multiple of 3 years, after 1997, but is eligible to be re-appointed or re-co-opted. (2) A member of the Council elected by the Synod of the Diocese of Melbourne is elected for a term ending on the date of the declaration of the poll at elections by the Synod held in the third year after the member was elected. 8. Vacancies and resignation (1) If a member of the Council appointed or co-opted under clause 6 or this clause ceases to hold office before the expiration of the term of appointment or co-option, a person may be appointed or co-opted, by the person or body that appointed or co-opted the member, to fill the vacancy for the remainder of the term of office of the member or until resignation or otherwise ceasing to hold office. (2) If a member of the Council elected by the Synod of the Diocese of Melbourne ceases to hold office before the expiration of the term of election, the vacancy may be filled— Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 16 (a) in accordance with the provisions of the Regulation of Elections Act 1980 of the Synod for the filling of casual vacancies; or (b) if those provisions do not result in the filling of the vacancy, by a person nominated by Archbishop in Council— and the vacancy shall be so filled for the remainder of the term of the member or until the person filling the vacancy resigns or otherwise ceases to hold office. (3) A member of the Council appointed, elected or co-opted under clause 6 or this clause may resign by notice in writing given to the secretary of the Council. (4) The office of a member of the Council appointed by employees of the Agency under clause 6 or this clause becomes vacant if the member ceases to be an employee of the Agency. 9. Meetings of the Council (1) The Council must meet at least twice in each calendar year. (2) Meetings of the Council shall be held at such times and places as the Council determines. (3) If the secretary of the Council receives a request from the Archbishop or a request in writing from at least 25% of the members of the Council, the secretary must convene a meeting of the Council to be held on a day not later than 21 days after receiving the request. (4) A majority of the members for the time being constitutes a quorum of the Council. (5) A question arising at a meeting of the Council shall be determined by a majority of votes of the members present and voting on the question and, if the voting is equal, the person presiding has a casting, as well as a deliberative, vote. (6) The Council must ensure that minutes are kept of each meeting. (7) A member of the Board who is not a member of the Council may attend and speak at a meeting of the Council. (8) Subject to the Act, this Constitution and the Rules, the Council may regulate its own procedure. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 17 10. Validity of acts or decisions An act or decision of the Council is not invalid by reason only of— (a) any vacancy in the office of a member; or (b) any defect or irregularity in or in connection with the appointment of a member. 11. President of the Council (1) The Archbishop shall preside at a meeting of the Council at which the Archbishop is present and wishes to preside. (2) If, at or during a meeting of the Council, the Archbishop is not present or does not wish to preside, the members present shall elect one of their number to preside during the absence of the Archbishop or while the Archbishop does not wish to preside. 12. Secretary of the Council There shall be a secretary of the Council appointed by the Council from time to time. 13. Annual general meeting of the Council (1) The annual general meeting of the Council shall be held on a date in August, September or October to be determined by the secretary of the Council after consultation with the Board. (2) The business of the annual general meeting of the Council is— (a) the receipt of the financial statements of the Agency for the preceding financial year and the auditor's report; (b) the receipt of the annual report from the Board for the preceding financial year; (c) the appointment of a registered company auditor as the auditor of the Agency; (d) such other business as the Council determines. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 18 PART 4—THE BOARD 14. The Board (1) There shall be a Board of the Agency. (2) The members of the Board are— (a) a chairperson appointed by the Archbishop after consultation with the Board; (b) 6 members of the Council, other than the Archbishop or a member who is an employee of the Agency, appointed by the Council; (c) 3 persons appointed by the Archbishop; (d) 3 persons co-opted by the Board. (3) A person is not eligible to be appointed or co-opted under sub-clause (2)(b), (c) or (d) unless— (a) the person is, when appointed or co-opted, a practising member of the Anglican Church of Australia; or (b) immediately before the appointment or co-option, at least 8 members of the Board are practising members of the Anglican Church of Australia. (4) Subject to the Act and this Constitution, the Board— (a) is responsible for the management and control of the affairs of the Agency; and (b) may exercise the powers of the Agency. 15. Term of appointment (1) A member of the Board appointed or co-opted under clause 14 is appointed or co-opted for a term ending on the date of the annual general meeting of the Council in the next following calendar year that is 3 years, or a multiple of 3 years, after 1997, but, subject to sub-section (2), is eligible to be re-appointed or re-co-opted. (2) A member of the Board is not eligible to hold office for more than 3 consecutive terms. 16. Vacancies and resignation (1) If a member of the Board appointed or co-opted under clause 14 or this clause ceases to hold office before the expiration of the term of appointment or co-option, a person may be appointed or co-opted, by the person or body that Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 19 appointed or co-opted the member, to fill the vacancy for the remainder of the term of office of the member or until resignation or otherwise ceasing to hold office. (2) The office of a member of the Board appointed by the Council under clause 14 or this clause becomes vacant if the member ceases to be a member of the Council. (3) The office of a member of the Board appointed, elected or co-opted under clause 14 or this clause becomes vacant if the member— (a) without the approval of the Board, fails to attend 3 consecutive meetings of the Board; or (b) becomes bankrupt, applies to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounds with his or her creditors or makes an assignment of his or her remuneration for their benefit; or (c) is convicted of an indictable offence or an offence which, if committed in Victoria, would be an indictable offence. (4) A member of the Board may resign by notice in writing given to the chairperson or the secretary of the Board. 17. Validity of acts or decisions An act or decision of the Board is not invalid by reason only of— (a) any vacancy in the office of a member; or (b) any defect or irregularity in or in connection with the appointment of a member. 18. Acting Chairperson If the chairperson appointed under clause 14 is not present at a meeting of the Board, the members present shall elect one of their number to act as chairperson of the meeting. 19. Secretary There shall be a secretary of the Board appointed by the Board from time to time. 20. Proceedings of the Board (1) The Board must meet at least 9 times in each calendar year. (2) Subject to sub-clause (3), meetings of the Board shall be held at such times and places as the Board determines. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 20 (3) The chairperson may at any time convene a meeting and must do so when requested by 5 members of the Board. (4) A majority of the members for the time being constitutes a quorum of the Board. (5) A question arising at a meeting of the Board shall be determined by a majority of votes of the members present and voting on the question and, if the voting is equal, the chairperson has a casting, as well as a deliberative vote. (6) The Board must ensure that minutes are kept of each meeting. (7) Subject to the Act, this Constitution and the Rules, the Board may regulate its own proceedings. 21. Delegation (1) The Board may, in writing, delegate to— (a) a member of the Board; or (b) the members of a committee appointed by the Board— any powers of the Board, other than this power of delegation and its powers under clauses 24 and 28, and may, in writing, revoke any such delegation. (2) A delegation of a power under this clause— (a) does not prevent the exercise of the power by the Board; and (b) may be made subject to conditions. 22. Committees of Board (1) Subject to the Act, this Constitution and the Rules, the Board may from time to time establish such committees as it thinks fit to exercise powers delegated by the Board, to advise the Board or for any other purpose. (2) A committee shall consist of— (a) such members of the Board as the Board determines; and (b) such other persons (if any) as the Board determines. (3) The Board must determine the number of members of the Board who are members of the committee who must be present when a question is determined by the committee. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 21 (4) Subject to the Act, this Constitution and the Rules, the procedure of a committee is in its discretion. (5) The Board may at any time dissolve a committee established under this section. 23. Pecuniary interests (1) A member of the Board or of a committee established under clause 22 who has a pecuniary interest in a matter being considered or about to be considered by the Board or committee must, as soon as practical after the relevant facts have come to the member's knowledge, declare the nature of that interest at a meeting of the Board or committee. (2) The chairperson of a meeting at which a declaration is made under this clause must cause a record of the declaration to be made in the minutes of the meeting. (3) Unless the Board or committee otherwise resolves, a member who has made a declaration under sub-clause (1) must not be present during any deliberation with respect to, or vote on, the matter in respect of which the declaration is made. PART 5—GENERAL 24. Chief Executive Officer (1) The Board may, with the approval of the Archbishop, appoint a person as the chief executive officer of the Agency. (2) A person is not eligible to be appointed as the chief executive officer unless, when appointed, he or she is a practising member of the Anglican Church of Australia or of another Christian denomination. (3) The Chief Executive Officer holds office on such terms and conditions as are determined by the Board. (4) The Board may remove the Chief Executive Officer from office. (5) The Chief Executive Officer is not eligible to be appointed, elected or co-opted as, or to hold office as, a member of the Council or the Board. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 22 (6) Despite sub-clause (5), the Chief Executive Officer may attend and speak at a meeting of the Council or the Board, but must not be present at a meeting while the conduct or terms or conditions of employment of the Chief Executive Officer are discussed. 25. Property and income of Agency (1) Subject to this clause, the property and income vested in, or acquired by, the Agency, however derived, except in so far as it is subject to a trust, must be held and applied solely towards the objects of the Agency set out in this Constitution. (2) Property and income of the Agency must not be paid or transferred directly or indirectly by way of profit to a member of the Council or the Board or an employee of the Agency. (3) Nothing in this clause prevents— (a) the payment of remuneration in good faith to an employee of the Agency or any other person in return for services rendered to the Agency; or (b) the payment of expenses incurred by a member of the Council or the Board in carrying out a duty as such a member if the amount paid does not exceed an amount determined by the Board before the expenses were incurred; or (c) the payment of remuneration to a member of the Council who is an employee of the Agency, being the remuneration the employee would receive if not a member of the Council. 26. Accounts of the Agency (1) The Board must cause to be kept proper accounts and records of the transactions and affairs of the Agency and such other records as sufficiently explain the financial operations and financial position of the Agency. (2) The Board must do all things necessary to ensure that all payments of money are correctly made and properly authorised and that adequate control is maintained over the assets of the Agency and over the incurring of liabilities by the Agency. (3) The Board must cause the accounts of the Agency to be audited annually by a registered company auditor appointed by the Council. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 23 (4) The Board must cause the audited accounts and an annual report on the operations of the Agency to be presented to the annual general meeting of the Council. (5) As soon as practicable after the audited accounts and annual report are approved by the Council, the Board must give a copy of the accounts and report to the Archbishop in Council. 27. Support Association (1) The Council may approve an organisation as the Support Association of the Agency. (2) The Council must not approve an organisation unless— (a) the purposes of the organisation include the provision of support to the Agency; and (b) the constitution of the organisation prohibits amendment of the constitution without the approval of the Council. (3) The approval of an organisation under this clause has no effect while an earlier approval of another organisation is in force. (4) The Council may withdraw its approval of an organisation as the Support Association of the Agency. 28. Rules of the Agency (1) The Board may, in accordance with this Constitution, make rules not inconsistent with the Act or this Constitution. (2) Rules made under sub-clause (1) have no effect unless confirmed by the Council. 29. Indemnity (1) A member of the Council or the Board or of a committee of the Board and each employee of the Agency is entitled to be indemnified out of the assets of the Agency against— (a) any loss or liability incurred by him or her in carrying out duties as such a member or employee, not being a loss or liability in respect on his or her part of any wilful negligence, default, breach of duty or breach of trust of the Agency; and (b) any liability incurred as such a member or employee in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour, or in which he or she is acquitted. Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 24 (2) The Agency may apply such assets of the Agency as are necessary for the purposes of this clause. 30. Visitor (1) The Archbishop is the Visitor of the Agency and as Visitor has power to do anything necessary to carry out the duties and functions of the Visitor. (2) The Archbishop may authorise a person to act as Visitor in place of the Archbishop— (a) in relation to any particular matter concerning the affairs of the Agency; or (b) during any period when the Visitor is absent or unable to act. (3) The person who is authorised to act as Visitor under sub- section (2) has all the duties, functions and powers of the Visitor to the extent, or for the period of, the authorisation under that sub-clause. 31. Amendment of this Constitution (1) This Constitution, other than this clause, may be amended in accordance with this clause. (2) The Council may, by special resolution, propose that this Constitution be amended in accordance with the resolution. (3) The Board must cause a copy of a special resolution under sub-clause (2) to be given to the Archbishop within 14 days after the passing of the resolution. (4) The Archbishop in Council may, within 3 months after the passing of the special resolution, approve the amendment of this Constitution in accordance with the special resolution. (5) An amendment of this Constitution has effect on the day on which the Archbishop in Council approves the amendment or on such later day as is specified in the special resolution. 32. Winding up (1) The Agency may be wound up on a special resolution to that effect of the Council and with the consent of the Archbishop in Council. (2) On the winding up of the Agency, if there are any assets remaining after satisfaction of the liabilities of the Agency, the assets must be paid as determined by the Archbishop in Council to an organisation the objects of which are or include charitable objects similar to those of the Agency and Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 25 which is connected with the Anglican Church of Australia within the province of Victoria or, if there is no such organisation approved by the Archbishop in Council, to an organisation the objects of which are or include charitable objects for the relief of poverty and which is connected with another Christian denomination. PART 6—TRANSITIONAL 33. Members of the Council (1) Despite anything to the contrary in this Constitution, paragraph (g) of clause 6(2) has effect, until the date of the annual general meeting of the Council in 2000, as if it provided— "(g) 6 persons, who are not employees of the Agency, being 2 persons appointed for the purposes of this provision before 1 July 1997 by each of the unincorporated bodies;". (2) If a member of the Council appointed under clause 6(2)(g) as referred to in sub-clause (1) of this clause or under this clause ceases to hold office before the expiration of the term of appointment, the Archbishop in Council may appoint a person to fill the vacancy for the remainder of the term of office of the member or until resignation or otherwise ceasing to hold office. 34. Members of the Board (1) Despite anything to the contrary in this Constitution, paragraph (b) of clause 14(2) has effect until the date of the annual general meeting of the Council in 2000 as if it provided— "(b) 6 persons, being 2 persons appointed for the purposes of this provision before 1 July 1997 by each of the unincorporated bodies;". (2) If a member of the Council appointed under clause 14(2)(b) as referred to in sub-clause (1) of this clause or under this clause ceases to hold office before the expiration of the term of appointment, the Archbishop in Council may appoint a person to fill the vacancy for the remainder of the term of office of the member or until resignation or otherwise ceasing to hold office. ═══════════════ Sch.

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 26 ENDNOTES

General Information Minister's second reading speech— Legislative Assembly: 10 April 1997 Legislative Council: 30 April 1997 The long title for the Bill for this Act was "relating to the Anglican Welfare Agency and for other purposes." The Anglican Welfare Agency Act 1997 was assented to on 20 May 1997 and came into operation as follows: Part 1 on 20 May 1997: section 2(1); Rest of Act on 1 July 1997: section 2(2). Endnotes

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 27 2. Table of Amendments This Version incorporates amendments made to the Anglican Welfare Agency Act 1997 by Acts and subordinate instruments. ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Transfer of Land (Single Register) Act 1998, No. 85/1998 Assent Date: 17.11.98 Commencement Date: S. 24(Sch. item 4) on 1.1.99: s. 2(3) Current State: This information relates only to the provision/s amending the Anglican Welfare Agency Act 1997 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Endnotes

Victorian Legislation Parliamentary DocumentsAnglican Welfare Agency Act 1997 Act No. 23/1997 28 3. Explanatory Details No entries at date of publication. Endnotes

1 Anglican Welfare Agency Act 1997

Purpose 2
Commencement 2
Definitions 2 PART 2—ANGLICAN WELFARE AGENCY 5
Establishment 5
Functions 5
Powers 5
The Constitution 6
Rules 6 PART 3—THE AGENCY AS SUCCESSOR OF UNINCORPORATED BODIES 7
Transfer of assets and liabilities 7
Unincorporated body instruments 8
Gifts, trusts etc 8
Gifts, trusts etc for certain purposes 9
Declared bodies 10
Amendment of Register 11

SCHEDULE—The Constitution of Anglicare Victoria 12 ═══════════════ ENDNOTES 26

General Information 26
Table of Amendments 27
Explanatory Details 28

Victorian Legislation Parliamentary DocumentsPart 1—Preliminary Anglican Welfare Agency Act 1997 Act No. 23/1997 2 The Parliament of Victoria therefore enacts as follows: PART 1—PRELIMINARY

The Act deploys several legal concepts to effect a corporate succession and to preserve legal continuity. These are the essential legal building blocks and their statutory treatment:

Succession and vesting: On commencement of Part 3, all property and rights of the three unincorporated bodies vest in the Agency and their liabilities become the Agency’s liabilities, making the Agency the successor in law and dissolving the unincorporated bodies (s 9(1)(a)-(d)). This single statutory vesting operation is the mechanism by which legal title, contractual positions and obligations pass to the corporate body without separate conveyances.
Preservation of instruments and trusts: The Act treats “unincorporated body instruments” and “trust instruments” as continuing in force with a textual substitution: references to the former unincorporated bodies are treated as references to the Agency (s 10(1)-(2)). That means existing contracts, bills, deeds, statutory filings or trust documents remain operative, subject to interpretation as documents now referring to the statutory Agency.
Trusts and express trusts: The Trust Corporation (Melbourne Anglican Trust Corporation) is given explicit roles. It may transfer property held for an unincorporated body, except property subject to an express trust (s 9(2)(a)). Separately, it may by writing appoint the Agency to be trustee in its place for property it held as trustee for an unincorporated body (s 9(2)(b)). The Act therefore treats express trusts as a boundary requiring separate treatment to effect transfer.
Substitution for gifts and trusts: Gifts, dispositions and trust funds made to the unincorporated bodies are saved from failure because of the corporate change; they are to be treated as if made to the Agency for corresponding purposes (s 11). For named programs or historical welfare programs the same corrective substitution applies (s 12). The statutory wording uses the standard technique of deeming to prevent donor intentions being defeated by corporate reorganisation.
Corporate governance via Constitution: The Schedule is a statutory constitution that sets objects (relief of poverty and welfare of disadvantaged people, cl 4), a mission statement (cl 3), functions and powers (cl 5), and detailed mechanisms: Council and Board composition and appointment, terms of office, meetings frequency, quorum and voting rules, committees and delegation (Part 3-4 of Schedule). It also prescribes financial controls, mandatory audits and reporting (cl 26), indemnities (cl 29), and winding‑up distributions (cl 32).
Ecclesiastical roles embedded in corporate form: The Archbishop has several defined capacities: President of the Council, appointment and approval powers, Visitor with supervisory authority, and an approving role in constitutional amendments and winding‑up distributions (Sch. cl 6, 30-32). Appointment rules for Board and CEO incorporate religious tests (practising member requirement: Sch. cl 14(3); cl 24(2)).
Administrative interface with land registration: The Registrar of Titles must amend records under the Transfer of Land Act 1958 on request and on production of relevant certificates or instruments to reflect the statutory transfers (s 14(1)). The Act therefore anticipates practical title transfers where land is involved.

These concepts interact to preserve continuity of charitable activity while shifting institutional form from unincorporated associations to a corporate body whose governance framework is set out in statute.

The Act directly and indirectly affects a range of legal actors and stakeholders. The principal parties identified in the text are:

The Agency, Anglicare Victoria, itself, which is created as a body corporate with perpetual succession and capacity to hold property, sue and be sued (s 4). The Agency bears the functions and powers conferred by the Act and Constitution (s 5-6; Sch. cl 5).
The three unincorporated bodies named in the Preamble and defined in s 3: the Anglican Mission to the Streets and Lanes of Melbourne; the Mission of St James and St John; and St John’s Homes for Boys and Girls. Those bodies are dissolved on the commencement of Part 3 and their assets, rights and liabilities transfer to the Agency (s 9(1)).
The Melbourne Anglican Trust Corporation and other trustees named in the statutory definitions of "trust instrument". The Trust Corporation is given express authority to transfer property to the Agency where it previously held property for an unincorporated body, subject to the express trust exception, and to appoint the Agency as trustee in place of itself (s 9(2)(a)-(b)). Thus trustees and beneficiaries under existing trusts are affected.
Donors, testators and beneficiaries of gifts, trusts and bequests previously made in favour of the unincorporated bodies or their named programs. The Act re‑characterises such dispositions in terms of the Agency (ss 10-12), so donors’ intended charitable purposes are preserved but redirected to the Agency’s corresponding purposes.
Members and officers of the Agency’s governance organs: the Council and the Board. The Constitution prescribes membership categories, appointment sources (Archbishop, Archbishop in Council, diocesan regions, Synod, employees, Support Association, co‑option), term lengths and removal triggers (Sch. cl 6-7, 14-16). Those who serve or seek to serve on Council or Board are affected by eligibility criteria (e.g. practising Anglican requirement for certain appointees, Sch. cl 14(3)), attendance rules and grounds for vacation (Sch. cl 16(3)).
The Archbishop of the Diocese of Melbourne. The Archbishop is the President of the Council (Sch. cl 6(2)(a)), the Visitor (cl 30), and has defined powers in approving constitutional amendments (cl 31) and, with the Council, in appointing officers and influencing governance. The Archbishop’s institutional role is therefore central.
Employees of the Agency, including the Chief Executive Officer, whose appointment and eligibility are subject to the Constitution (Sch. cl 24). Employees also elect certain Council members (Sch. cl 6(2)(f)), and employment status affects eligibility to hold office (cl 8(4); cl 14(2)(b) criteria).
The Support Association, an external organisation approved by the Council to support the Agency; it appoints certain Council members and has constitutional constraints on its own constitution (Sch. cl 27).
Creditors and litigants. Because liabilities vest in the Agency (s 9(1)(b)), parties with pre‑existing claims or contractual relationships with the unincorporated bodies now deal with the corporate Agency. The Agency may sue and be sued (s 4(2)(c)).
Land title administrators. The Registrar of Titles must amend the Register under the Transfer of Land Act 1958 on request to reflect transfers caused by the operation of Part 3 (s 14(1)).
Diocesan bodies that may be declared bodies under s 13. The Governor in Council may declare a diocesan body to be a declared body, bringing it within the operation of Part 3 from a specified date, thereby expanding the Agency’s scope.

Indirectly affected parties include regulators, auditors and charity funders: the Constitution requires audited accounts and annual reports to the Council and the Archbishop (Sch. cl 26(3)-(5)); grantors and philanthropic funders will face a different legal counterparty and custodial arrangements for trust funds.

The Act and the Schedule distribute specific duties, rights and governance constraints among the Agency, the Board, the Council, the Archbishop and other actors. The principal duties and rights are as follows:

Duty to hold property for charitable objects: Subject to trusts, the property and income of the Agency must be held and applied solely towards the Agency’s objects as set out in the Constitution (Sch. cl 25(1)). This places a statutory constraint on disposition of assets, binding the Board and Council.
Management and control by the Board: The Board is responsible for management and control of the Agency's affairs and may exercise the powers of the Agency, except those reserved to the Council by the Constitution (s 7(2)-(3); Sch. cl 14(4)). The Board may delegate powers in writing to members or committees (Sch. cl 21), subject to specified exclusions.
Council’s functions: The Council has defined composition and powers; it may make recommendations to the Board and must confirm Rules (Sch. cl 6(3); cl 28). The Council also receives audited accounts and appoints the auditor (Sch. cl 13(1)(a), (c)).
Duty of disclosure of pecuniary interests: A Board or committee member with a pecuniary interest must declare it as soon as practicable and be recorded in minutes; unless the body otherwise resolves, the declared member must not be present for deliberation or vote on that matter (Sch. cl 23(1)-(3)).
Audit and financial controls: The Board must keep proper accounts, ensure payments are correctly authorised, maintain control over assets and liabilities, have accounts audited annually by a registered company auditor appointed by the Council, and present audited accounts and an annual report to the Council’s annual general meeting (Sch. cl 26(1)-(4)).
Indemnity and limited protection: Members of Council/Board and employees are entitled to indemnity out of Agency assets against losses incurred in carrying out duties, except losses resulting from wilful negligence, default, breach of duty or breach of trust; the Agency may apply its assets to satisfy indemnities (Sch. cl 29(1)-(2)).
Rights to continuity of instruments and trusts: Existing unincorporated body instruments and trust instruments continue to have effect with substitution of the Agency; gifts, dispositions and trust funds are preserved as effective to or for the Agency’s corresponding purposes (ss 10-12). This operates as a statutory protection of donor intent.
Rights and duties regarding trusteeship: The Trust Corporation may transfer property held for unincorporated bodies to the Agency, except property subject to an express trust, and may appoint the Agency as successor trustee by writing (s 9(2)). Where express trusts exist, separate treatment is required , the Act does not automatically sweep express‑trust property into the Agency.
Appointment and eligibility rules: The Constitution prescribes who appoints Council and Board members (Sch. cl 6, 14). Certain appointments are subject to religious qualifications: a person is not eligible to be appointed under particular sub‑clauses unless they are a practising member of the Anglican Church, or a precondition that at least eight Board members are practising Anglicans has been met (Sch. cl 14(3)). The Chief Executive Officer must be a practising member of the Anglican Church or another Christian denomination (Sch. cl 24(2)).
Exceptional powers of the Archbishop as Visitor: The Archbishop may exercise powers necessary to discharge Visitor duties (Sch. cl 30(1)), and may authorise another to act as Visitor in respect of particular matters (cl 30(2)-(3)). The Visitor role is a supervisory ecclesiastical overlay.
Procedural protections for acts and decisions: Acts or decisions of the Council and Board are not invalid merely because of vacancies or defects in appointment (Sch. cl 10; cl 17). Meeting quora and voting rules are specified (Sch. cl 9(4), cl 20(4)-(5)).
Winding‑up distribution constraints: On winding up, remaining assets must be paid to an organisation with similar charitable objects and connected to the Anglican Church in Victoria, or if none exists, to a Christian denomination with similar charitable objects as approved by the Archbishop in Council (Sch. cl 32(2)). This restricts ultimate asset distribution.

These duties create both internal governance obligations and external legal constraints (trust law, fiduciary duties implied in management, and audit obligations). The Act confers rights (e.g. to sue/ be sued, to hold property) but conditions their exercise by the constitutional and statutory framework.

The Act does not create a detailed penal enforcement regime; it contains no express criminal offences or monetary penalty schedule beyond certain workplace‑style disqualifications and administrative obligations. The principal enforcement and consequence mechanisms in the text are administrative, civil and organisational rather than criminal:

Civil liability and succession: Liabilities of the unincorporated bodies become liabilities of the Agency on vesting (s 9(1)(b)). Creditors and claimants can pursue the Agency in its new corporate form because it may “sue and be sued” (s 4(2)(c)). This is the primary mechanism for enforcement of pre‑existing obligations.
Vacating office for disqualifying events: The Constitution prescribes automatic vacation of office for Board members in certain circumstances (Sch. cl 16(3)): failure to attend meetings without approval, bankruptcy/insolvency, compounding with creditors or assignment of remuneration, or conviction of an indictable offence, or an offence that would be indictable in Victoria. Those rules operate as internal sanctions for governance.
Registrar’s ministerial duty: The Registrar of Titles is obliged to make necessary amendments in the Register under the Transfer of Land Act 1958 upon request and on production of relevant certificates or instruments (s 14(1)). This is an administrative duty that enforces the practical legal effect of vesting; compliance is achieved through the Registrar’s statutory duty rather than a penalty for non‑compliance contained in this Act.
Auditing obligation and reporting: The Board must ensure annual audits by a registered company auditor and present audited accounts and an annual report to the Council (Sch. cl 26(3)-(4)). Non‑compliance with audit and reporting requirements could have external consequences via regulators or funders, though the Act itself does not specify a penalty for failure.
Indemnity limits and potential civil exposure: Indemnities in cl 29 exclude losses caused by wilful negligence, default, breach of duty or breach of trust (Sch. cl 29(1)(a)). Those exclusions mean members and employees remain civilly exposed for misconduct falling within excluded categories; the indemnity does not create immunity.
Judicial recognition of seal and documents: Courts must take judicial notice of the Agency’s seal affixed to a document and assume proper affixation until contrary is proved (s 4(3)). That evidentiary rule assists in enforcement of contracts and instruments but does not itself create penalties.
Non‑invalidity clauses: The Constitution contains savings for acts and decisions despite vacancies or defects in appointment (Sch. cl 10; cl 17). Those provisions reduce risk of technical invalidation claims and thus limit a particular enforcement pathway.
Winding up and distribution at wind‑up: On winding up, distribution is constrained (Sch. cl 32), and the requirement for Archbishop in Council consent to wind up (Sch. cl 32(1)) is a governance control rather than a sanction mechanism.

In short, enforcement under the Act is primarily civil and organisational: creditors enforce contractual or tortious rights against the Agency; internal rules govern removal of officers and management of conflicts; auditors and funders rely on statutorily required accounts and reports; ecclesiastical authorities (Archbishop) exercise supervisory powers. The Act itself does not prescribe criminal penalties or administrative fines for most forms of non‑compliance.

The Act is designed to operate alongside existing trust, land, ecclesiastical and corporate law instruments. The text expressly cross‑refers to, relies on, or interacts with several other legal regimes:

Trust law and trustee powers: The definition and handling of “trust instrument” and the role of the Melbourne Anglican Trust Corporation (Trust Corporation) sit squarely within trust law. The Act permits the Trust Corporation to transfer property held for unincorporated bodies to the Agency, except where property is subject to an express trust (s 9(2)(a)), and to appoint the Agency as successor trustee by writing (s 9(2)(b)). These provisions interface with trustee obligations and duties; executory transfers may require compliance with trust‑law safeguards and possible court approval where beneficiary interests or express trust terms impose constraints.
Transfer of Land and land registration: The Registrar of Titles must amend the Register as necessary under the Transfer of Land Act 1958 when requested and on production of relevant title documents (s 14(1)). The Endnotes note a later amendment (Transfer of Land (Single Register) Act 1998) which affected s 14(2) (repeal noted in endnotes Table of Amendments). The Act therefore expects practical title registration under Victorian land law to reflect statutory vesting.
Church of England Act 1884: The Trust Corporation is a body corporate under that earlier Act and is referenced directly in the definition of “Trust Corporation” (s 3). The interaction is that a pre‑existing statutory trust body is used as the vehicle for effecting transfer where appropriate.
Synod electoral regulation: For filling certain casual vacancies in Council membership, the Constitution directs reliance on the Regulation of Elections Act 1980 of the Synod (Sch. cl 8(2)(a)). This incorporates Synod electoral law into internal governance procedures for the Agency.
Company and auditing standards: The Constitution requires that audited accounts be prepared and audited annually by a registered company auditor appointed by the Council (Sch. cl 26(3)). While the Act is not a Corporations Act vehicle, it imports company audit practice by reference to "registered company auditor", tying the Agency to corporate accounting standards and external auditing regime.
Wills and testamentary dispositions: The Act’s definition of “will” includes codicils and testamentary dispositions (s 3). Gifts under wills that reference the unincorporated bodies are preserved and converted to the Agency under ss 11-12. That interacts with probate practice and the administration of estates.
Charity and taxation law: The Act does not explicitly reference charities law or tax concessions, but the Agency’s objects are charitable in nature (Sch. cl 4). In practice, interaction with Commonwealth and State charity registration, income tax, GST concession regimes and deductible gift recipient status will be determined under those laws, outside the text of this Act. The Act creates the legal entity and objects but does not itself confer tax status.
Administrative law and the Governor in Council: The Governor in Council may, by Order in the Government Gazette, declare diocesan bodies to be "declared bodies" for the purposes of Part 3 (s 13). This inserts an administrative law mechanism for expanding the Agency’s succession reach and involves executive procedural steps.

Overall, the Act was drafted to be a statutory vehicle for corporate succession that slots into existing trust, land and ecclesiastical regulatory frameworks. Practitioners should note there is no express override of general trust law or property law principles except where the Act explicitly provides (e.g. statutory substitution of parties in instruments and gifts). Where express trusts or other binding terms exist, the Act preserves them or requires trustee action rather than unilateral statutory transfer.

The material provided contains limited amendment history recorded in the Endnotes. Key temporal and amendment points in the source are:

Commencement: Part 1 of the Act commenced on the day of Royal Assent (20 May 1997) and the remainder of the Act commenced on 1 July 1997 (s 2; Endnotes note assent on 20 May 1997 and commencement dates). The Preamble records Synod approval in October 1996 as background.
Transfer of Land (Single Register) Act 1998: The Endnotes Table of Amendments records that the Transfer of Land (Single Register) Act 1998 (No. 85/1998) amended the Anglican Welfare Agency Act 1997. The specific entry notes assent to the amending Act on 17 November 1998 and commencement of the particular amending provision (s 24, Schedule item 4) on 1 January 1999 (Endnotes, Table of Amendments). The Act text marks s 14(2) as repealed by the 1998 Act (annotation at s 14 referencing S. 14(2) repealed by 85/1998 s 24(Sch. item 4)). The text as provided thus reflects that repeal.
Constitution amendment mechanism: The Schedule includes an internal amendment process (Sch. cl 31). The Council may propose a special resolution to amend the Constitution (cl 31(2)); the Board must forward the resolution to the Archbishop within 14 days (cl 31(3)); the Archbishop in Council may approve the amendment within three months after the special resolution (cl 31(4)), and the amendment takes effect on approval (cl 31(5)). Thus the Constitution can be amended post‑enactment, but such amendments require both a high‑threshold Council special resolution and ecclesiastical approval.
Transitional provisions: The Schedule sets out transitional membership arrangements for the Council and Board until the annual general meeting in 2000 (Sch. cl 33-34). These were temporary measures to bridge appointment patterns from the unincorporated bodies to the new Agency.

No other amendments or subsequent legislative changes are recorded in the provided Endnotes. The source includes no legislative history beyond the second reading speech dates cited in the Endnotes (Legislative Assembly 10 April 1997; Legislative Council 30 April 1997). For a complete modern amendment history, one would need to consult updated legislative databases beyond the provided text.

The provided statute text and endnotes do not include any reported judicial decisions, litigation references or case law that interpret the Anglican Welfare Agency Act 1997. The source does note only ministerial second reading speeches (Legislative Assembly and Legislative Council dates in the Endnotes) and the subsequent amending Transfer of Land Act entry. There are no cases named in the Act, the Schedule or the Endnotes.

Practical implications of that absence are concrete for practitioners: matters of statutory interpretation,such as the meaning of “express trust” exclusions in s 9(2)(a), the extent of the Archbishop’s Visitor powers in Sch. cl 30, or disputes over whether a particular historical gift corresponds with Agency purposes under ss 11-12,appear not to have been resolved by judicial authority in this source. That leaves interpretative questions to be resolved by applying ordinary principles of trust and statutory interpretation in future disputes.

In consequence, lawyers advising on trust transfers, beneficiary claims, or title amendments should anticipate potential litigation risk where donor‑expressed terms or express trusts constrain automatic transfer. They should rely on trust instruments, deeds, wills and the Trust Corporation’s position, and be prepared to interpret the statutory substitution provisions against the background of trust and property law. The Act’s non‑invalidity clauses for defective appointments (Sch. cl 10 and cl 17) may reduce some technical challenge risk but do not remove substantive disputes about beneficiary entitlements or trustee duties.

Because the source provides no litigation examples, any authoritative judicial interpretation will be found only in subsequent case law not contained in the provided text.

The Act contains a number of drafting and practical points that can trap practitioners and stakeholders if not addressed deliberately. The following are material pitfalls grounded in the text:

Express trusts are excluded from automatic transfer: s 9(2)(a) permits the Trust Corporation to transfer property held on behalf of an unincorporated body “other than property that is subject to an express trust.” That means assets held under express trusts are not swept into the Agency by the statutory vesting and require separate trustee action or beneficiary consent. Practitioners must audit trust documentation and the nature of each holding.
Trustee action required to change trusteeship: Although the Act allows the Trust Corporation to appoint the Agency as trustee by writing (s 9(2)(b)), that mechanism is permissive. If the Trust Corporation does not act, or if beneficiaries or express trust terms constrain it, the Agency may not obtain the trustee role simply by statute. Confirmatory instruments may be required.
Substitution language may not equal donor intent: ss 11-12 re‑characterise gifts, dispositions and trust funds as if made to the Agency for corresponding purposes. However, the statutory phrase “corresponds with, or is similar to” is not precise and may create disputes where a donor’s purpose was narrow. Where a gift named a specific program that has ceased or changed materially, interpretation may require evidence of donor intent and possibly court variation.
Religious eligibility rules constrain appointments and appointments workflow: Several appointment positions require appointees to be practising members of the Anglican Church (Sch. cl 14(3), cl 24(2)). This may constrain recruitment, limit available candidate pools (particularly for CEO), and raise industrial or discrimination questions in practice. The Constitution also contains transitional arrangements that expire; practitioners must track when temporary appointments convert.
Archbishop’s powers are wide and potentially discretionary: The Archbishop’s role as President of the Council, Visitor and approver of constitutional amendments is institutional and may affect strategic decisions (Sch. cl 6, 30-31). The Act gives the Archbishop in Council a gatekeeping role for constitutional amendment and winding up (cl 31, cl 32), concentrating decision points outside ordinary corporate governance channels.
Restriction on payment or transfer of property to members: Sch. cl 25(2) prohibits payment or transfer by way of profit to a member of the Council or Board or an employee. While salaries, reimbursements and legitimate remuneration are preserved (cl 25(3)), practitioners must avoid constructs that would amount to indirect profit distribution.
Mandatory audit and reporting deadlines: The Board must present audited accounts and an annual report to the Council and provide copies to the Archbishop in Council as soon as practicable after approval (Sch. cl 26(4)-(5)). Failure to meet these obligations may trigger governance issues and affect relations with funders and regulators.
Winding up distribution constraints: Sch. cl 32(2) restricts where residual assets can go on winding up, favouring organisations connected with the Anglican Church or Christian denominations. Donors and successors should be aware that the Agency cannot distribute residual assets freely on dissolution.
Registrar’s action is by request: s 14(1) obliges the Registrar of Titles to amend the Register "on being requested to do so and on delivery of any relevant certificate of title or instrument." That means practical title changes require active steps, and delays or incomplete documentation may impede effective vesting.
Indemnity exclusions: Sch. cl 29 excludes indemnity for wilful negligence, default, breach of duty or trust. Insurance and risk allocations should be checked; indemnity is not a substitute for adherence to fiduciary standards.
Thresholds for constitutional amendment: The constitution amendment path needs a Council special resolution then approval by the Archbishop in Council (Sch. cl 31). This two‑step process can make change slow and politically sensitive.

Each of these “gotchas” flows directly from text. Addressing them requires documentary audit (trusts, deeds, titles), procedural compliance (requests to Registrar, trustee instruments), and clarity about the Archbishop’s role in governance.

To operationalise transfer and ongoing governance under the Act, the following checklist of concrete steps,mapped to statutory provisions,will assist practitioners, trustees and officers to achieve compliance and reduce risk.

Document and map assets and legal status
- Inventory all property, rights and liabilities of the predecessor unincorporated bodies and classify holdings as legal title, equitable interest or subject to express trust. This classification matters because property subject to an express trust is excluded from the Trust Corporation’s blanket transfer power (s 9(2)(a)).
- Identify all unincorporated body instruments and trust instruments as defined in s 3. Prepare a register of instruments that will be subject to substitution under s 10.
Coordinate with the Trust Corporation
- Where the Trust Corporation holds property for an unincorporated body, obtain written transfer or, where appropriate, an instrument appointing the Agency as successor trustee under s 9(2)(b). For assets subject to express trusts, obtain trustee resolutions, beneficiary consents or seek court directions as necessary.
Land title updates
- Prepare and deliver certificates of title and relevant instruments to the Registrar of Titles and request amendments under s 14(1) to reflect statutory vesting. Expect the Registrar to require original title documents and evidence of the statutory conversion.
Review donor instruments and wills
- Examine bequests, donations and trust funds to assess whether donor purposes correspond with Agency objects. Where gifts refer to named programs but programs have materially changed, consider documenting donor intent and preparing trustees’ records to show how funds fit within the Agency’s purposes as required by ss 11-12.
Governance and appointments
- Implement Council and Board appointments in line with the Schedule: track appointment sources (Archbishop, Archbishop in Council, diocesan regions, employee elections, Support Association, co‑option) and ensure eligibility requirements (practising member rules, Sch. cl 14(3); CEO practising Christian requirement, cl 24(2)) are observed.
- Manage terms and re‑appointments, noting maximum terms (Sch. cl 15(2) restricts Board members to no more than three consecutive terms).
Meetings, quora and minutes
- Schedule Council and Board meetings to meet minimum frequency requirements: Council at least twice yearly (Sch. cl 9(1)); Board at least nine times per calendar year (Sch. cl 20(1)). Maintain accurate minutes and records of declarations of pecuniary interest (Sch. cl 9(6); cl 23(2)).
Pecuniary interest and conflicts
- Adopt a written conflicts policy that mirrors Sch. cl 23: immediate declaration at meetings, recorded minutes, and exclusion from deliberation and voting unless the body resolves otherwise. Keep a register of declared interests.
Financial controls and audit
- Establish accounting systems to keep proper accounts and records, ensure controls over payments and asset custody (Sch. cl 26(1)-(2)). Appoint a registered company auditor via the Council and arrange annual audits and timely presentation of audited accounts and annual reports to the Council and Archbishop in Council (cl 26(3)-(5)).
Rules and constitutional amendments
- Draft Rules under s 8 and Sch. cl 28 and obtain Council confirmation. For any proposed amendment to the Constitution, secure a Council special resolution (75% threshold, Sch. cl 31(2)), and lodge the resolution with the Archbishop within 14 days (cl 31(3)). Prepare materials for the Archbishop in Council’s approval process and anticipate up to three months for approval (cl 31(4)).
Insurance and indemnity management
- Secure directors’ and officers’ insurance recognising that statutory indemnity excludes wilful negligence, default or breach (Sch. cl 29(1)(a)). Maintain documentation showing prudent governance to support indemnity claims where appropriate.
Support Association and external relationships
- Where a Support Association is in place or proposed, ensure its constitution contains the required prohibition on amendment without Council approval (Sch. cl 27(2)(b)). Confirm appointment processes for representatives from the Support Association to the Council.
Winding up contingency planning
- If strategic plans contemplate reorganisation or winding up, document that any distribution of residual assets will comply with Sch. cl 32(2) and that Archbishop in Council consent is required for a wind up (cl 32(1)). Obtain prior approvals where possible to avoid disputes on dissolution.
Communications with creditors and stakeholders
- Notify creditors, funders and contract counterparties of the change in legal identity and supply evidence of vesting where required. Ensure contracts and funding agreements are reviewed to confirm assignment or novation is not required beyond statutory substitution (see s 10).
Legal review and risk management
- For complex trusts or disputed donor intentions, obtain legal advice and consider court applications for directions where beneficiary rights or express trust terms obstruct practical transfer. Keep records of steps taken to comply with statutory procedures and trustee duties.

These steps map directly to the statutory provisions and to the practical interface with trust, land, ecclesiastical and accounting processes required by the Act and the Schedule. Following them reduces the risk of title failures, trustee disputes, audit problems and governance irregularities.

Anglican Welfare Agency Act 1997

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Anglican Welfare Agency Act 1997

Source text: opening excerpt

1 Anglican Welfare Agency Act 1997

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