Brotherhood of St. Laurence (Incorporation) Act 1971 (Victoria)

Mechanically, the Brotherhood of St. Laurence (Incorporation) Act 1971 (Vic) creates a statutory body corporate called the Brotherhood of St. Laurence, dissolves two companies that previously held property or operated services in the Brotherhood's name, and transfers assets, rights and obligations to the new body without the need for conveyance. The Act does the following specific things:

Incorporates the Brotherhood of St. Laurence as a body corporate with perpetual succession, a common seal and capacity to sue and be sued (s 3). The persons listed in the Schedule are the first members (s 3; Schedule, rule 5).
Dissolves St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited on commencement and declares the Brotherhood the successor in law of both companies (s 5(1)). All contracts, deeds, liabilities, rights and privileges of those companies are deemed to belong to the Brotherhood from commencement (s 5(2)).
Vesting. All real and personal property vested immediately before commencement in the Brotherhood or in the two companies vests in the Brotherhood on commencement automatically, without the necessity of conveyance, transfer or other assurance (s 6).
Land registration. For land within the Torrens system, the Registrar of Titles is required, on application and proof, to give effect to such vesting by making entries in the Register and to do so without payment of any fee (s 7).
Testamentary and other instruments. Wills, deeds, settlements or other instruments executed before commencement that named the Brotherhood, the companies, Gerard Kennedy Tucker for the Brotherhood, or specified local committees, are deemed to operate as if made in favour of or to the Brotherhood (s 8, s 9). If a specific institution or establishment is mentioned and still exists, the property is to be used for that institution (ss 8(2), 9(2)). Where a will or deed directs a specific purpose, the Brotherhood holds the property in trust for that purpose (ss 8(3), 9(3)).

Victorian Legislation and Parliamentary Documentsi Version No. 001 Brotherhood of St. Laurence (Incorporation) Act 1971 Act No. 8188/1971 Version incorporating amendments as at 23 July 2001 TABLE OF PROVISIONS Section Page

Short title 4
Definitions 4
Brotherhood of St. Laurence to be a body corporate 5
The Constitution 5
Brotherhood to be successor in law of certain companies 6
Vesting of property in Brotherhood 7
Where property is under the operation of Transfer of Land Act 1958 7
Wills 8
Deeds etc. 9
Properties held in trust 10
Property and income of Brotherhood to be held and applied towards objects of Brotherhood 11
Saving 11
Crown land at Eaglehawk in the County of Bendigo 11
Chief General Manager to be consulted in certain cases 12

SCHEDULE—Constitution of the Brotherhood of St. Laurence 13 ═══════════════ ENDNOTES 28

General Information 28
Table of Amendments 29
Explanatory Details 30

Victorian Legislation and Parliamentary Documents1 Version No. 001 Brotherhood of St. Laurence (Incorporation) Act 1971 Act No. 8188/1971 Version incorporating amendments as at 23 July 2001 An Act to dissolve St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited, to establish a Body Corporate to be called the Brotherhood of St. Laurence, to vest certain Properties is such Body Corporate, and for other purposes. Preamble WHEREAS Gerard Kennedy Tucker a Clerk in Holy Orders of the Church of England in Australia in the year 1930 founded and became the Superior of a religious Order in the Church of England called and known as the Brotherhood of St. Laurence and such Order was inaugurated in Newcastle in the State of New South Wales on the 8th day of December 1930: AND WHEREAS part of the said Order came to Melbourne in the State of Victoria in the year 1933 and the remainder of the said Order came to Melbourne in the year 1934: AND WHEREAS originally the objects and work of the Order were religious in nature: AND WHEREAS from about the year 1935 the major part of the work of the said Order became the alleviation of poverty and unemployment amongst the poor and underprivileged parts of the community in Melbourne and the relief of aged and infirm persons and other charitable works: AND WHEREAS such work attracted large numbers of persons who gave voluntary assistance both financial and otherwise:

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 2 AND WHEREAS a company limited by shares and known as St. Laurence Trust Proprietary Limited was incorporated to hold property devised bequeathed or given to or in favour of the Brotherhood of St. Laurence to be devoted to its charitable purposes: AND WHEREAS to facilitate the carrying out of works in the name of the Brotherhood of St. Laurence property both real and personal was vested in the said company: AND WHEREAS all the issued shares in the capital of the said company are held in trust for or on behalf of the Brotherhood of St. Laurence: AND WHEREAS a company limited by shares and known as St. Laurence Industries Pty. Limited was incorporated to operate sheltered workshops as part of the charitable works carried out in the name of the Brotherhood of St. Laurence: AND WHEREAS councils and committees such as St. Laurence Court (Bendigo), the Geelong Council for St. Laurence Park Lara and the Brotherhood of St. Laurence Geelong Salvage Committee were formed to enable representation from the relevant localities: AND WHEREAS by Orders in Council which pursuant to section 14 of the Land Act 1958 were respectively published in the Government Gazette on the 8th day of November, 1967 and on the 29th day of April, 1970 Crown lands at Eaglehawk in the County of Bendigo were reserved for the purposes of establishing homes for the aged: AND WHEREAS by an appointment published in the Government Gazette of the 10th day of January, 1968 the Brotherhood of St. Laurence and by an appointment published in the Government Gazette of the 3rd day of June, 1970 certain persons mentioned in the appointment were respectively appointed as committees of management of the respective lands for the said purposes: Preamble

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 3 AND WHEREAS homes for the aged have been built on some of the said land and are occupied by aged persons: AND WHEREAS Gerard Kennedy Tucker is the only surviving member of the Order known as the Brotherhood of St. Laurence: AND WHEREAS it is expedient that a body corporate under the name of the Brotherhood of St. Laurence should be incorporated and should be invested with the powers and authorities hereinafter set forth and that the real and personal property held by the Brotherhood of St. Laurence and by the said limited liability companies should be vested in the said body corporate established by this Act: AND WHEREAS for the purposes aforesaid it is expedient to dissolve the aforesaid limited liability companies: AND WHEREAS the said Brotherhood of St. Laurence under its name as such or in the name of any institution or establishment conducted or controlled by it or in the name of one or both of the aforesaid limited liability companies is or may be named as a beneficiary or cestui que trust in or has or may have powers duties and privileges imposed or conferred on it by wills declarations of trust deeds settlements and other documents executed or made before the passing of this Act: AND WHEREAS it is expedient to provide that such wills declarations of trust deeds settlements and other documents shall take effect as if the same were made executed or entered into by with to or in favour of or for the benefit of the body corporate as established by this Act: Preamble

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 4 BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):

Short title This Act may be cited as the Brotherhood of St. Laurence (Incorporation) Act 1971.
Definitions (1) In this Act, unless inconsistent with the context or subject-matter— "Archbishop" means the Archbishop for the time being of the Church of England in Australia in the Diocese of Melbourne, and includes anyone for the time being administering the Diocese; "Board of Directors" or "Board" means the Board of Directors for the time being constituted in accordance with the Constitution; "Brotherhood" means the body corporate established by this Act under the name of the Brotherhood of St. Laurence; "Constitution" means the body of rules in the Schedule entitled "Constitution of the Brotherhood of St. Laurence" as amended from time to time; "Directors" means the members for the time being of the Board of Directors; "property" means all real and personal property of any description whatsoever, whether legal or equitable, and includes every estate or interest in property; s. 1

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 5 "rules" means rules of the Constitution; "will" includes codicil and every other testamentary disposition. (2) In this Act where there is a reference to the amendment of a rule, the reference shall be construed as including the making of a new rule. 3. Brotherhood of St. Laurence to be a body corporate The persons specified in the Constitution as the first members of the Brotherhood shall on the commencement of this Act be a body corporate by the name of the "Brotherhood of St. Laurence" and shall have perpetual succession and a common seal and under that name may sue and be sued and prosecute and defend and take proceedings in all courts civil and criminal, and subject to the provisions of this Act and to the Constitution the body corporate may take purchase or otherwise acquire receive hold and enjoy property to be held in trust for the objects of the Brotherhood and also may sell grant transfer convey exchange demise reserve or grant easements over or otherwise dispose of or deal with either absolutely or by way or mortgage charge lien or other encumbrance any of the property which may at any time be vested in the body corporate and generally may exercise all powers rights and privileges incident to a body corporate. 4. The Constitution (1) The Brotherhood shall be governed by this Act and by the Constitution. (2) Subject to this Act and to the Constitution, the Brotherhood shall be managed and controlled by the Board of Directors, and the Board of Directors may exercise all such powers and authorities of the Brotherhood as are not by or under the s. 3

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 6 Constitution required to be exercised by the Brotherhood in general meeting. (3) Subject to sub-sections (4) and (5) the Brotherhood may, in the manner provided in the Constitution, make rules not inconsistent with the objects set out in the Constitution, and may in like manner amend or revoke any rule of the Constitution. (4) Rules 2, 46 and 52 of the Constitution or any part of those rules shall only be amended or revoked with the consent of the Governor in Council given after consideration of a report by the Brotherhood and after consultation with the Archbishop. (5) The amendment or revocation of any rule of the Constitution other than a rule mentioned in sub- section (4) may be disallowed in writing under the hand of the Archbishop within three months of his receiving a full explanation from the Board of the purpose of the amendment or revocation, and if it is so disallowed the amendment or revocation shall cease to have force or effect. (6) Copies of all rules made by the Brotherhood shall forthwith be sent to the Archbishop. 5. Brotherhood to be successor in law of certain companies (1) St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited shall on the commencement of this Act be dissolved and the Brotherhood shall be the successor in law of each of the said companies. (2) All contracts deeds bonds agreements debts liabilities securities duties and obligations and all powers authorities immunities rights and privileges of each of the said companies or made by or with or vested in exercisable by or imposed or binding upon or available to each of such s. 5

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 7 companies immediately before the commencement of this Act shall as from the commencement of this Act be deemed to be the contracts deeds bonds agreements debts liabilities duties obligations powers authorities immunities rights and privileges of the Brotherhood and shall be enforceable or exercisable by or against the Brotherhood as fully and effectually as the same would have been enforceable or exercisable by or against such company had this Act not been passed. 6. Vesting of property in Brotherhood All property which immediately before the commencement of this Act was vested in the Brotherhood of St. Laurence or in St. Laurence Trust Proprietary Limited or St. Laurence Industries Pty. Limited and all the estate and interest in any such property so vested shall, subject to the provisions of section 11, as from the commencement of this Act, vest in the Brotherhood without necessity for any conveyance transfer or other assurance of such property. 7. Where property is under the operation of Transfer of Land Act 1958 Where any property vested in the Brotherhood under or by virtue of this Act is an estate or interest in land under the operation of the Transfer of Land Act 1958 capable of being registered under that Act the Registrar of Titles on application to him in that behalf by the Brotherhood and on production of the certificate of title and on proof to his satisfaction of the facts relating thereto and without payment of any fee shall give effect to such vesting by making any recordings in the Register that are necessary or expedient because of the vesting. s. 6 S. 7 amended by No. 18/1989 s. 13(Sch. 2 item 10) (as amended by No. 48/1991 s. 70(c)(i)).

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 8 8. Wills (1) Where a will made prior to the commencement of this Act contains a devise or bequest of property to or in favour of— (a) the Brotherhood of St. Laurence; (b) St. Laurence Trust Proprietary Limited; (c) St. Laurence Industries Pty. Limited; (d) Gerard Kennedy Tucker for or on behalf of the Brotherhood of St. Laurence; or (e) the Superior, or the Superior for the time being, of the Brotherhood of St. Laurence— then, as from the commencement of this Act, the devise or bequest shall be deemed to be a devise or bequest of the property to or in favour of the Brotherhood. (2) Where a will made prior to the commencement of this Act contains a devise or bequest of property to or in favour of— (a) St. Laurence Court (Bendigo); (b) the Brotherhood of St. Laurence Bendigo Committee of Management; (c) the Brotherhood of St. Laurence Bendigo Salvage Committee; (d) the Brotherhood of St. Laurence Geelong Salvage Committee; (e) the Geelong Council for St. Laurence Park, Lara; or (f) the Brotherhood of St. Laurence Salvage Committee— then, as from the commencement of this Act, the devise or bequest shall be deemed to be a devise or bequest of the property to or in favour of the s. 8

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 9 Brotherhood, and, so long as the relevant institution or establishment referred to in the will is in existence, to be used for the purposes of that institution or establishment. (3) Where such devise or bequest of property is directed by the will to be used for a specific purpose or for specific purposes, the Brotherhood shall hold the property in trust for use of that purpose or those purposes. 9. Deeds etc. (1) Where in a deed settlement or any other document whatsoever (other than a will) made prior to the commencement of this Act a gift or settlement of property is made to on or in favour of— (a) the Brotherhood of St. Laurence; (b) St. Laurence Trust Proprietary Limited; (c) St. Laurence Industries Pty. Limited; (d) Gerard Kennedy Tucker for or on behalf of the Brotherhood of St. Laurence; or (e) the Superior, or the Superior for the time being, of the Brotherhood of St. Laurence— then, as from the commencement of this Act, the gift or settlement shall be deemed to be a gift or settlement of the property to on or in favour of the Brotherhood. (2) Where in a deed settlement or any other document whatsoever (other than a will) made prior to the commencement of this Act a gift or settlement of property is made to on or in favour of— (a) St. Laurence Court (Bendigo); (b) the Brotherhood of St. Laurence Bendigo Committee of Management; s. 9

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 10 (c) the Brotherhood of St. Laurence Bendigo Salvage Committee; (d) the Brotherhood of St. Laurence Geelong Salvage Committee; (e) the Geelong Council for St. Laurence Park, Lara; or (f) the Brotherhood of St. Laurence Salvage Committee— then, as from the commencement of this Act, the gift or settlement shall be deemed to be a gift or settlement of the property to on or in favour of the Brotherhood, and, so long as the relevant institution or establishment referred to in the will is in existence, to be used for the purposes of that institution or establishment. (3) Where such gift or settlement is directed by the said document to be used for a specific purpose or for specific purposes, the Brotherhood shall hold the property in trust for use for that purpose or those purposes. 10. Properties held in trust Where any property is held in trust immediately before the commencement of this Act and the terms of the trust instrument or trust require or authorize the trustees of such property immediately or in the future or at some time or in circumstances or upon some condition or conditions which will or may occur after the commencement of this Act to apply any part of the capital or income of the trust property held in trust by them to for or on behalf of the Brotherhood of St. Laurence or any of its purposes such trust instrument or trust shall be construed as requiring or authorizing (as the case may be) such trustees to apply the trust property to the like extent and at the like times and in the like s. 10

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 11 circumstances and in the like conditions for the purpose of making payments whether of capital or income or to be applied as capital or income to for or on behalf of the Brotherhood or the relevant purposes. 11. Property and income of Brotherhood to be held and applied towards objects of Brotherhood (1) All property and income vested in or acquired by the Brotherhood, however derived, shall, subject to the succeeding provisions of this section, be held and applied solely towards the objects of the Brotherhood set forth in Rule 2 of the Constitution, and no portion thereof shall be paid transferred or applied directly or indirectly by way of dividend or bonus or in any other profitable way to the persons who are or have been members of the Brotherhood. (2) All property and income from time to time vested in or acquired by the Brotherhood shall so far as it is subject to a trust be held and applied in accordance with that trust and shall so far as it is not subject to a trust be held and applied for the objects set forth in Rule 2 of the Constitution. 12. Saving Nothing in this Act shall be construed so as to deprive any person of any right discharge or protection that he had immediately before the coming into operation of the Act. 13. Crown land at Eaglehawk in the County of Bendigo (1) The appointments referred to in the preamble of the Brotherhood of St. Laurence and of the persons mentioned in the appointment published in the Government Gazette of the 3rd day of June, 1970 as the respective committees of management of Crown lands at Eaglehawk in the County of Bendigo reserved for the purposes of establishing s. 11

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 12 homes for the aged are hereby revoked as from the commencement of this Act, and in lieu thereof the Brotherhood is appointed as from such commencement to be the committee of management with respect to all the said Crown lands so reserved with the like powers duties and authorities as it would have had if it were appointed under the Land Act 1958. (2) The said Crown lands at Eaglehawk in the County of Bendigo shall be deemed validly to have been temporarily reserved by the Orders in Council referred to in the preamble for the purposes of sites for homes for the aged in all respects as if those purposes were included in the purposes set out in section 14 of the Land Act 1958. 14. Chief General Manager to be consulted in certain cases Where an institution or establishment of the Brotherhood is by virtue of Part III of the Hospitals and Charities Act 1958 registered under that Act as an institution or a benevolent society, then, before the Brotherhood sells, exchanges, leases, mortgages, disposes of or otherwise deals with any property which is property comprising the whole or any part of that institution or establishment the Brotherhood shall consult with and obtain advice from the Chief General Manager of the Department of Health.

S. 14 amended by Nos 9023 s. 47(Sch. 1 Pt B item 1), 10262 s. 4(Sch.). s. 14

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 13 SCHEDULE CONSTITUTION OF THE BROTHERHOOD OF ST. LAURENCE

The name of the body corporate is the "Brotherhood of St. Laurence".
The objects of the Brotherhood and for which the Brotherhood is established are— (a) the relief of those who are poor, aged or infirm; (b) the undertaking of works for the support aid and help of young persons employed in trade and industry; (c) the undertaking carrying on or carrying out of any other charitable work or purpose.
In furtherance of the objects set out in Rule 2 hereof the Brotherhood shall have the following powers— (a) to construct, maintain, and alter any houses, homes, hospitals, hostels, shelters, schools, buildings or works of any kind; (b) to establish and support and to aid in the establishment and support of any other institutions associations or companies formed for all or any of the objects of the Brotherhood; (c) to do such acts whether by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring or encouraging contributions to the funds of the Brotherhood by way of donations, annual subscriptions or otherwise; (d) to print and publish any periodicals, books or leaflets as are desirable for the promotion of any of the objects of the Brotherhood; (e) subject to the provisions of section 14 of the Act to sell, improve, manage, develop, exchange, lease, mortgage, place under option, dispose of, turn to account, or otherwise deal with either absolutely or conditionally or for any limited interest all or any part of the property and rights of the Brotherhood for such consideration (if any) as the Brotherhood may think fit with power to allow any time or times for the payment of the whole or any part of the consideration arising from any such dealing either with or without interest in the meantime and if with interest then at such rate or rates as the Brotherhood may think fit and either Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 14 with or without security and if with security then with such security as the Brotherhood may think fit; (f) to grant create and transfer or reserve such easements of way drainage or support or any other easements or rights of any kind whatsoever over upon or affecting the property of the Brotherhood or any part or parts thereof as to the Brotherhood may appear necessary or expedient and to surrender or accept the surrender of any easement or right; (g) to raise or borrow money in such manner and upon such security (if any) as the Board of Directors shall think fit and in particular upon the security of any mortgage charge lien or other encumbrance over all or any part of the Brotherhood's property and rights (both present and future) or by the issue of debentures charged or not charged upon all or any part of the Brotherhood's property and rights (both present and future) and generally with such rights and upon such terms and conditions in all respects as the Brotherhood shall deem fit and to purchase redeem or pay off such securities or encumbrances and re-issue the same; (h) to invest and deal with any moneys of the Brotherhood not immediately required for any of its objects upon such security or otherwise in such manner as may from time to time be determined by the Brotherhood with power to consolidate divide or in any way alter any such investments; (i) to undertake and execute any trusts or agreements the undertaking whereof is in furtherance of any of the objects of the Brotherhood; (j) to subscribe money for charitable purposes and to grant scholarships in the furtherance of the objects of the Brotherhood. 4. In this Constitution unless inconsistent with the context or subject- matter— (a) words and expressions defined in the Act shall have the meanings so defined; (b) words importing the singular number only shall include the plural; and words importing the plural number only shall include the singular; and words importing the masculine gender only shall include the feminine; (c) the following words and expressions shall have the meanings set out opposite the same, namely— "Act" means the Brotherhood of St. Laurence (Incorporation) Act 1971; Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 15 "Archbishop" means the Archbishop for the time being of the Church of England in Australia in the Diocese of Melbourne, and includes anyone for the time being administering the Diocese; "Executive Director" means the member of the Board of Directors for the time being appointed under and pursuant to this Constitution to be the Executive Director; "Holy Orders" means Holy Orders of the Church of England in Australia; "member" means a person who is for the time being a member of the Brotherhood; "month" means a calendar month; "Secretary" includes Acting Secretary or any other person appointed by the Board of Directors to carry out the duties of the Secretary; "the office" means the office for the time being of the Brotherhood appointed by the Board of Directors. MEMBERS OF THE BROTHERHOOD 5. (1) The first members of the Brotherhood shall be the persons whose names and addresses are set out hereunder and who shall be deemed to be members of the respective classes set opposite their respective names:— Geoffrey Tremayne Sambell Gerard Kennedy Tucker Robert Leopold Butterss James Alexander Grant Geoffrey James Taylor      "A" Class Robert Charles Backholder Frederick Carlyle Kimpton Eric Leslie Hart Alexander Richard Marks David Horace Forde Scott      "B" Class Bruce McFarlane Buchanan Neville Brooke Peter John Hollingworth Graham Austin Walker      "C" Class Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 16 (2) The members of the Brotherhood shall be the first members and all other persons who for the time being have agreed to become members and who have been admitted to membership in accordance with the provisions of this Constitution and every such member shall be a member of the class to which he has been so admitted. (3) The Secretary shall keep and have the custody of a register of the members of the Brotherhood and shall enter or cause to be entered therein the names of all persons who have become members of the Brotherhood and such other particulars of such members as the Board of Directors shall from time to time direct: Provided that entry in such register of the name of the member shall in no way be a condition of membership and the want of registration of any member shall not affect the validity of such person's admission to membership. (4) A member shall cease to be a member of the Brotherhood in accordance with the provisions of Rule 7 hereof and any other provision or provisions of this Constitution in that behalf for the time being in force and upon a member ceasing to be a member the Secretary shall remove or cause to be removed from the register the name of such member. 6. There shall be the following three classes of members of the Brotherhood— (i) "A" Class Members—These shall be clerks in Holy Orders who apply for membership and whose applications are approved by the Archbishop and by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "A" Class members shall not at any time exceed five in number. (ii) "B" Class Members—These shall be persons other than clerks in Holy Orders and officers or employés of the Brotherhood who apply for membership and whose applications are approved by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "B" Class members shall not at any time exceed five in number. (iii) "C" Class Members—These shall be employés or officers of the Brotherhood who apply for membership of the Brotherhood and whose applications are approved by a majority of the then "A", "B", and "C" Class members of the Brotherhood voting as one body. "C" Class members shall not at any time exceed five in number. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 17 7. (1) A member of the Brotherhood may retire from membership by giving to the Board of Directors notice in writing to that effect and he shall thereupon cease to be a member. The membership of any member may at any time be terminated by a resolution of the Board of Directors, and the membership of an "A" or "B" Class member shall also be terminated if the member ceases to be a member of the Board of Directors and the membership of a "C" Class member shall also be terminated if the member ceases to be an employé or officer of the Brotherhood. (2) Every "C" Class member shall cease to be a member at the date of the fifth Annual General Meeting of the Brotherhood next after his appointment and shall be eligible for re-election. He shall be re- elected if he gives to the Secretary prior to that meeting a notice in writing that he offers himself for re-election, and his re-election is approved by a majority of the then "A", "B", and "C" Class members voting as one body. GENERAL MEETINGS 8. (1) The Annual General Meeting of the Brotherhood shall be held once in every calendar year during the period commencing on the 1st day of July and ending on the 30th day of November. (2) In addition to the Annual General Meeting the Brotherhood may hold other general meetings which shall be called Extraordinary General Meetings. 9. The Board of Directors may whenever it thinks fit hold an Extraordinary General Meeting. 10. Subject to the provisions of Rule 57 as to Special Resolutions and any agreement made by all the members entitled to vote as to any shorter notice, at least seven clear days' notice in writing specifying the place day and hour of meeting, and in case of special business the general nature of such business, shall be given to every member entitled to vote at the meeting by notice sent by post or otherwise served as hereinafter provided. The accidental omission to give any such notice to or the non-receipt of any such notice by any of the members shall not invalidate any resolution passed or any proceedings at any such meeting. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 18 SPECIAL BUSINESS 11. The following business shall be deemed to be special business— (a) all business transacted at an Extraordinary General Meeting; (b) all business transacted at an Annual General Meeting, with the exception of— (i) the reports of the Board of Directors and of the auditors; (ii) the consideration of the accounts and balance-sheets; (iii) the election of any members of the Board or of any other officers; and (iv) the fixing of the remuneration of the auditors. PROCEEDINGS AT GENERAL MEETINGS 12. (1) No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. (2) Save as herein otherwise provided the quorum— (a) in respect of any matter on which only "A" and "B" class members may vote shall, be five; (b) in respect of any matter on which "A", "B" and "C" class members may vote, shall be seven. 13. If within fifteen minutes from the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same day a fortnight late at the same time and place. The Secretary shall give seven clear days' notice of the adjourned meeting to all members in the same manner as in the case of an original meeting, and if at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting the members present, if not less than three, shall be a quorum. 14. The Chairman (if any) of the Board of Directors shall preside as Chairman at every general meeting of the Brotherhood. 15. If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman, the "A" and "B" Class members present shall choose one of their number to be Chairman. 16. (1) At any meeting at which a quorum is present the Chairman may (and if so directed by the meeting shall) adjourn the meeting for another time and, if necessary, to another place, but no business Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 19 shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more at any one time notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. (2) Notwithstanding anything in sub-rule (1) the Annual General Meeting shall not be adjourned for a day other than a day within the period permitted for the holding of the Annual General Meeting. 17. At any general meeting a declaration by the Chairman that a resolution has been carried, or carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Brotherhood, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution. 18. In the case of an equality of votes, the Chairman of the meeting shall be entitled to a second or casting vote. VOTES OF MEMBERS 19. Subject to Rule 20 every member shall have one vote. 20. "C" Class members shall not be entitled to vote except in respect of the following matters— (a) the approval of an application for membership of the Brotherhood in any class; (b) the approval of the re-election to membership of a "C" Class member; (c) any approval provided for by Rule 32; and (d) subject to Rule 21, any alteration or proposed alteration of the rights of "C" Class members. 21. Any alteration of the rights of any class of members shall not be made unless it is agreed to by a resolution passed by a four-fifths majority of the members of that class at a Special Meeting of such members called for the purpose: Provided however, that the consent in writing of four-fifths of the members of the class affected if obtained within two months from the date of the Special Meeting shall be as effective as a resolution passed as aforesaid at such Special Meeting. All the provisions hereinbefore contained as to General Meetings shall mutatis Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 20 mutandis apply to every such meeting except that the quorum for any such meeting shall be members totalling in number at least four-fifths of the class affected. THE BOARD OF DIRECTORS 22. There shall be a Board of Directors consisting of not more than ten persons who are "A" Class or "B" Class members. 23. The following persons shall be the first members of the Board of Directors and shall be deemed to be members of the particular Class set opposite their respective name— Geoffrey Tremayne Sambell Gerard Kennedy Tucker Robert Leopold Butterss James Alexander Grant Geoffrey James Taylor      "A" Class Robert Charles Backholder Frederick Carlyle Kimpton Eric Leslie Hart Alexander Richard Marks David Horace Forde Scott      "B" Class 24. All "A" Class members of the Board of Directors and at least three of the "B" Class members of the Board of Directors shall at all times be communicants of the Church of England in Australia. 25. The office of a member of the Board of Directors shall become vacant if— (a) being an "A" Class member he ceases to be a communicant of the Church of England in Australia; (b) being an "A" Class member, the Archbishop, by a notice in writing under his hand, withdraws his approval of such member as an "A" Class member of the Brotherhood; (c) being a "B" Class member he ceases to be a communicant of the Church of England in Australia if upon his so ceasing there would then be less than three "B" Class members of the Board who were such communicants; (d) he resigns his office by notice in writing to the Board of Directors; (e) for more than six months he is absent without permission of the Board of Directors from meetings of the Board held during that period; Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 21 (f) he becomes bankrupt or makes any arrangement or composition with his creditors generally; (g) he is removed from office by a special resolution duly passed at an Extraordinary General Meeting of the Brotherhood; (h) he becomes of unsound mind. 26. The "C" Class members shall be invited to attend all meetings of the Board of Directors as consultants to the Board of Directors. They shall not be entitled to vote at any such meetings or enjoy any of the powers or privileges of members of the Board of Directors. 27. The Board of Directors may act notwithstanding any vacancies therein. POWERS AND DUTIES OF DIRECTORS 28. Subject to the Act and to any other provision of this Constitution, the affairs of the Brotherhood shall be managed by the Board of Directors who may exercise all such powers of the Brotherhood as are not by these Rules required to to exercised by the Brotherhood in general meeting. 29. The Board of Directors shall cause minutes to be made in books provided for the purpose— (a) of all appointments of officers made by the Board of Directors; (b) of the names of the members of the Board of Directors and of any committee of or appointed by the Board of Directors, and of any committee appointed by the Brotherhood in general meeting; (c) of all resolutions and proceedings at all meetings of the Brotherhood and of the Board of Directors and of committees of the Board of Directors. SEAL 30. The Directors shall provide for the safe custody of the seal which shall only be used by the authority of the Directors or of a Committee of Directors authorized by the Directors in that behalf and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 22 DISABILITY OF DIRECTORS 31. A member of the Board of Directors shall not vote in respect of any contract or proposed contract in which he is interested or any matter arising thereout, and if he does so vote his vote shall not be counted. RETIREMENT AND APPOINTMENT OF DIRECTORS 32. (1) Every member of the Board, including an Executive Director, shall retire on reaching the age of 72 years. (2) Subject to sub-rule (1) every member of the Board of Directors other than an Executive Director shall retire at the expiration of a period of five years from the date of his last appointment unless being an "A" Class member the Archbishop and a majority of the "A", "B", and "C" Class members in general meeting approve of such member continuing to hold office as a member of the Board of Directors or being a "B" Class member such member receives the approval of the "A", "B", and "C" Class members in general meeting to his continuation in office as a member of the Board of Directors; in any such case such member of the Board of Directors shall continue in office for a further period of five years and at the expiration of such period such member of the Board of Directors shall continue to be eligible to hold office for further periods subject to the like provisions as are hereinbefore contained. (3) Notwithstanding anything in this Rule, Gerard Kennedy Tucker shall be and be entitled to remain as an "A" class member of the Board of Directors until he resigns from that office. 33. Any casual vacancy occurring in the Board of Directors shall be filled by an appointment made by the Board of Directors from the particular class of members of which the former member of the Board of Directors, in respect of whom the casual vacancy has occurred, was a member. PROCEEDINGS OF THE BOARD OF DIRECTORS 34. The members of the Board of Directors may meet together for the despatch of business adjourn and otherwise regulate their meeting as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A member of the Board of Directors may, and the Secretary on the requisition of a member of the Board of Directors shall, at any time summon a meeting of the Board of Directors. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 23 35. The quorum necessary for the transaction of the business of the Board of Directors may be fixed by the Board of Directors and unless so fixed shall be a majority of the members of the Board of Directors for the time being. EXECUTIVE DIRECTOR 36. The Board of Directors may from time to time appoint one of its number to be the Executive Director of the Brotherhood. Every such appointment shall be subject to the approval of the Archbishop and every such Executive Director shall hold such office until he resigns in writing or is removed by a resolution of the Board of Directors. 37. The Board of Directors may from time to time delegate to the Executive Director for the time being such of the powers exercisable by the Board of Directors as it may think fit and may at any time revoke any such delegation. 38. The Executive Director may be remunerated for his services in such a manner and upon such terms as the Board of Directors may from time to time resolve. OFFICERS AND EMPLOYÉS 39. (1) The Board of Directors shall have power to appoint such officers and employés as it thinks fit to assist in the administration of the Brotherhood and the furtherance of its objects and shall determine the conditions of employment and the remuneration of such officers and employés and shall have power to dismiss the same: Provided that if the Board of Directors shall appoint a Manager of the Brotherhood such appointment shall be subject to the approval of the Archbishop. (2) The Board of Directors shall have power to provide a scheme with respect to the payment of superannuation to the officers and employés of the Brotherhood and the assistance of any such officers and employés and their dependants. CHAIRMAN OF DIRECTORS 40. (1) Subject to sub-rule (2) the Directors shall from time to time appoint one of their number who shall be a communicant member of the Church of England in Australia to be the Chairman of all meetings of the Board of Directors and of all meetings of the members of the Brotherhood and in all matters submitted to any such meetings the Chairman shall in the case of equality of votes have a second and casting vote. In the absence of the Chairman at Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 24 any meeting of the Board of Directors, the Directors may appoint any one of their number present to be the Chairman of the meeting. (2) The first Chairman of the Board of Directors shall be the "A" class member first mentioned in rule 23. COMMITTEES 41. Subject to the Act the Board of Directors may delegate any of its powers to committees consisting of such persons as it thinks fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that are imposed on it by the Board of Directors. 42. A committee may elect a Chairman of its meetings; if no such Chairman is elected or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting. 43. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in case of an equality of votes the Chairman shall have a second or casting vote. DECISIONS OF DIRECTORS 44. A decision in writing signed by all the members of the Board of Directors shall be as valid and effectual as if it had been passed at a meeting of the Board of Directors duly called and constituted. VALIDATION OF ACTS OF DIRECTORS 45. All acts done by any meeting of the Board of Directors or of a committee of the Board of Directors or by any person acting as a member of the Board of Directors shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member or members of the Board of Directors or persons acting as aforesaid or that he, they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Board of Directors. ACCOUNTS 46. The Board of Directors shall cause to be kept proper books of account in which shall be kept full true and complete accounts of the affairs and transactions of the Brotherhood. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 25 47. The books of account shall be kept at the office of the Brotherhood or at such other place or places as the Board of Directors thinks fit and shall always be open to inspection of the members subject as hereinafter provided. 48. The Board of Directors shall from time to time determine at what times and places and under what conditions or regulations the accounts and books of the Brotherhood or any of them shall be open to the inspection of members. 49. The Directors shall once in each year cause to be prepared and to be laid before the Brotherhood at the Annual General Meeting proper accounts of income and expenditure and balance-sheets. 50. A copy of every balance-sheet and account which is to be laid before the Brotherhood in General Meeting together with a copy of the auditor's report shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notice of general meetings of the Brotherhood and to the Archbishop. SECRETARY 51. (1) A Secretary shall be appointed by the Board of Directors for such period and on such conditions as to remuneration and otherwise as may from time to time be determined by the Board. The Secretary shall act under the direction of the Board of Directors. (2) The Secretary shall see that a faithful record is kept of the business transacted at all meetings of the Brotherhood, the Board of Directors and of any committee of or appointed by the Board of Directors. AUDIT 52. (1) The Board of Directors shall cause the accounts of the Brotherhood to be audited once in each year by a registered company auditor. (2) A copy of the accounts as so audited shall forthwith be sent to the Archbishop. NOTICES 53. (1) A notice may be given by the Brotherhood to any member either personally or by sending it by post to him to his registered address or (if he has no registered address within Victoria) to the address (if any) within Victoria supplied by him to the Brotherhood for the giving of notices to him. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 26 (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same was posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. 54. If a member has no registered address within Victoria or has not supplied to the Brotherhood an address within Victoria for the giving of notices to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the office of the Brotherhood shall be deemed to be duly given to him at noon on the day on which the advertisement appears. 55. Notice of every general meeting shall be given in any manner hereinbefore authorized to all members except those members who (having no registered address within Victoria) have not supplied to the Brotherhood an address within Victoria for the giving of notices to them. INDEMNITY AND REIMBURSEMENT 56. (1) Every member officer and employé of the Brotherhood or of the Board of Directors shall be entitled to be indemnified out of the funds of the Brotherhood against all liability incurred by him as such member officer or employé in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connexion with any application in relation thereto in which relief is granted to him by the court. (2) Every member officer and employé referred to in sub-rule (1) shall be entitled to be reimbursed out of the funds of the Brotherhood in respect of any costs charges and expenses actually incurred by him in the carrying out of his functions and duties. ALTERATIONS OF CONSTITUTION BY SPECIAL RESOLUTION 57. (1) The Brotherhood, may subject to the Act make amend or revoke rules by special resolution passed at an Annual General Meeting or an Extraordinary General Meeting. (2) A member shall not propose such a special resolution as aforesaid without having first given to the Secretary notice in writing of the special resolution intended to be proposed. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 27 (3) The Secretary shall, not more than 10 days after receiving the information of the proposal and not less than 21 days before the holding of the meeting, give notice of the intended proposal to every member. (4) The special resolution shall be deemed to be passed only if it is supported by not less than two-thirds of the total number of members entitled to vote on that resolution. REGULATIONS 58. (1) The Board of Directors may make such regulations not inconsistent with this Act or the Constitution as the Board considers necessary or expedient to carry out the management and control of the Brotherhood and its affairs, and may in like manner amend or revoke any regulations so made. (2) Copies of all regulations shall forthwith be sent to the Archbishop. ═══════════════ Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 28 ENDNOTES

General Information The Brotherhood of St. Laurence (Incorporation) Act 1971 was assented to on 30 November 1971 and came into operation on 30 November 1971. Endnotes

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 29 2. Table of Amendments This Version incorporates amendments made to the Brotherhood of St. Laurence (Incorporation) Act 1971 by Acts and subordinate instruments. ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Health Commission Act 1977, No. 9023/1977 Assent Date: 24.5.77 Commencement Date: S. 47(Sch. 1 Pt B item 1) on 7.12.78: Government Gazette 6.12.78 p. 3759 Current State: This information relates only to the provision/s amending the Brotherhood of St. Laurence (Incorporation) Act 1971 Health (Amendment) Act 1985, No. 10262/1985 Assent Date: 10.12.85 Commencement Date: S. 4(Sch.) on 1.3.86: Government Gazette 26.2.86 p. 451 Current State: This information relates only to the provision/s amending the Brotherhood of St. Laurence (Incorporation) Act 1971 Transfer of Land (Computer Register) Act 1989, No. 18/1989 (as amended by No. 48/1991) Assent Date: 16.5.89 Commencement Date: 3.2.92: Government Gazette 18.12.91 p. 3488 Current State: All of Act in operation ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Endnotes

Victorian Legislation and Parliamentary DocumentsAct No. 8188/1971 Brotherhood of St. Laurence (Incorporation) Act 1971 30 3. Explanatory Details No entries at date of publication. Endnotes

1 Brotherhood of St. Laurence (Incorporation) Act 1971

Short title 4
Definitions 4
Brotherhood of St. Laurence to be a body corporate 5
The Constitution 5
Brotherhood to be successor in law of certain companies 6
Vesting of property in Brotherhood 7
Where property is under the operation of Transfer of Land Act 1958 7
Wills 8
Deeds etc. 9
Properties held in trust 10
Property and income of Brotherhood to be held and applied towards objects of Brotherhood 11
Saving 11
Crown land at Eaglehawk in the County of Bendigo 11
Chief General Manager to be consulted in certain cases 12

SCHEDULE—Constitution of the Brotherhood of St. Laurence 13 ═══════════════ ENDNOTES 28

General Information 28
Table of Amendments 29
Explanatory Details 30

The Act structures its legal architecture around a small set of legal mechanisms: statutory incorporation, successor-in-law substitution, statutory vesting, interpretive deeming of earlier instruments, trust continuity, constitutional governance, and consultative constraints for certain property dealings. Each of these constructs is used in a particular way.

Statutory incorporation and corporate capacity: s 3 establishes the Brotherhood as a statutory corporation with perpetual succession, a common seal and full capacity to hold and deal with property and to litigate. The Schedule supplies the Constitution, which, together with the Act, governs internal organisation (s 4(1); Schedule rules 1-4).

Successor in law and transfer of corporate identity: s 5 dissolves two named companies and makes the Brotherhood their successor in law, carrying across all contracts, debts, liabilities, powers and privileges. The legal mechanism is a statutory deeming that substitutes the corporate actor without the need for voluntary assignment or novation (s 5(1)-(2)).

Statutory vesting of assets: s 6 provides that property vested immediately before commencement in the Brotherhood or in the two companies vests in the Brotherhood on commencement, without conveyance. For Torrens land, s 7 instructs the Registrar of Titles to make necessary entries on the Register and expressly removes the application fee. The Act therefore uses statutory vesting to simplify title consolidation and reduce transactional frictions in vesting land and other assets.

Deeming of testamentary and inter vivos instruments: ss 8 and 9 treat wills, deeds, settlements or other documents made before commencement as if they were made in favour of the Brotherhood. Where an instrument names a particular institution or committee and that body still exists, the gift must be used for that institution (ss 8(2), 9(2)). If a will or deed specifies a particular purpose the Brotherhood holds the property in trust for that purpose (ss 8(3), 9(3)). The Act therefore preserves donors’ specific directions while consolidating the beneficiary entity.

Trust continuity and trustee powers: s 10 addresses trust instruments that anticipated payments to be applied to the Brotherhood in the future; trustees are to apply the trust property in the like manner for payments to or on behalf of the Brotherhood. Section 11 requires property and income of the Brotherhood to be held and applied only towards its objects (which are the charitable objects in Rule 2 of the Constitution), subject to existing trusts (s 11(1)-(2)). This preserves trust law obligations while streamlining the recipient.

Constitutional governance, membership classes and directorate: the Schedule sets out the Constitution with three membership classes (A, B, C), composition limits (for example, A and B class members shall not at any time exceed five in number, Schedule rule 6), voting rules, board composition (Schedule rules 22-24), retirement ages, remuneration and executive delegation (Schedule rules 28-38). The Board of Directors is the main manager of affairs, subject to the Constitution and the Act (s 4(2); Schedule rules 28-29).

External ecclesiastical and administrative controls: s 4(4) requires that specified rules (Rule 2, Rule 46 and Rule 52 or any part of those rules) or parts thereof can only be amended or revoked with the consent of the Governor in Council given after consideration of a Brotherhood report and after consultation with the Archbishop. For other amendments, s 4(5) gives the Archbishop a three-month disallowance power after receiving a full explanation. The Schedule also requires copies of rules and regulations to be sent to the Archbishop (s 4(6); Schedule rule 58). Additionally, s 14 mandates that where an institution is registered under Part III of the Hospitals and Charities Act 1958, the Brotherhood must consult with and obtain advice from the Chief General Manager of the Department of Health before dealing with property comprising that institution.

Administrative appointment as committee of management for Crown land: s 13 revokes earlier appointments to committees of management for Crown land at Eaglehawk and appoints the Brotherhood in their stead, with like powers, duties and authorities as if appointed under the Land Act 1958, and deems the reservations valid for homes for the aged.

Financial accountability and safeguards: the Schedule requires the directors to keep proper books of account (rule 46), have the accounts open for inspection under controlled conditions (rules 47-48), prepare annual accounts and balance sheets to lay before the Annual General Meeting (rule 49), circulate balance sheets and auditors’ reports at least seven days before the meeting (rule 50), and to have the accounts audited annually by a registered company auditor and send a copy of the audited accounts to the Archbishop (rule 52).

Powers to deal with property and borrow: Schedule rule 3(e)-(h) gives the Brotherhood explicit powers to sell, lease, mortgage, raise or borrow money and invest funds, subject to the limitations in the Act and Constitution and to the consultation requirement for registered institutions (s 14).

Indemnity for officers: Schedule rule 56 provides indemnities and reimbursement for members, officers and employees who incur liability defending proceedings in which they are acquitted or in which relief is granted by a court.

Collectively, these concepts create a statutory charity that can operate property and services previously run by company vehicles, with statutory transfer of title and liabilities, tight internal governance structured around a small number of members and directors, external ecclesiastical input on constitutional changes, and administrative consultation obligations for certain disposals.

The Act affects a defined set of persons and entities by transferring legal status, rights and obligations, and by imposing governance structures and procedural steps.

Directly affected bodies and persons

The Brotherhood of St. Laurence, newly incorporated as a statutory body (s 3), becomes the legal owner and operator of assets and is the corporate successor to St. Laurence Trust Proprietary Limited and St. Laurence Industries Pty. Limited (s 5(1)-(2); s 6).
The persons named as the first members in the Schedule become the initial members (s 3; Schedule rule 5). Membership classes A, B and C are defined in the Schedule (rule 6) and membership controls (admission, cessation, limits) apply to individuals who seek or hold membership.
The Board of Directors and individual directors are affected as the Board is vested with management and control subject to the Constitution and Act (s 4(2); Schedule rules 22-31). Directors have duties, voting disqualifications for conflicts (Schedule rule 31), retirement ages (Schedule rule 32), and potential removal by special resolution (Schedule rule 25(g)).
Gerard Kennedy Tucker is named in the preamble and Schedule. The preamble records him as the only surviving member of the Order and Schedule rules give special transitional treatment (Schedule rule 32(3)).

Beneficiaries, donors and testators

Donors, testators and beneficiaries are affected because wills and pre‑commencement deeds naming the dissolved companies, the Brotherhood in its prior form, Gerard Kennedy Tucker for the Brotherhood, or named local committees, are reinterpreted as gifts to the statutory Brotherhood (ss 8-9). Where instruments specify particular institutions, the property is to be used for those institutions so long as they exist (ss 8(2), 9(2)). Trustees under earlier trusts are required to apply property as authorised to or for the Brotherhood (s 10).

Creditors, counterparties and employees

Creditors, contracting parties and counterparties of the two dissolved companies find their legal counterparty substituted by the Brotherhood and their contractual rights and obligations preserved (s 5(2)). This affects continuity of obligations and security interests.
Employees and officers who worked for the companies or the Brotherhood are affected by provisions on appointment, dismissal, remuneration, superannuation schemes and indemnity (Schedule rules 39, 56).

Ecclesiastical and administrative actors

The Archbishop for the Diocese of Melbourne is given statutory roles: the Archbishop must be consulted when certain rules are to be changed (s 4(4)), may disallow other changes (s 4(5)), and copies of rules, regulations and audited accounts must be sent to the Archbishop (s 4(6); Schedule rules 50, 58). The Archbishop can withdraw approval of "A" class members (Schedule rule 25(b)) and thus participates in membership and governance checks.
The Chief General Manager of the Department of Health is a consulted adviser when the Brotherhood wishes to sell, lease, mortgage or otherwise dispose of property that comprises an institution registered under Part III of the Hospitals and Charities Act 1958 (s 14).

Public land interests and local committees

Committees of management previously appointed for Crown land at Eaglehawk are replaced by the Brotherhood as the committee of management (s 13). Local committees or institutions mentioned in earlier instruments remain relevant where the instrument directed gifts for their uses, and the Brotherhood must apply property for those purposes so long as the institutions remain in existence (ss 8(2), 9(2)).

Regulatory participants

The Registrar of Titles is engaged under s 7 and must effect registrations for land vesting in the Brotherhood on proof and certificate production, and must do so without fee. Auditors and company auditors are required under the Schedule (rule 52) to audit the Brotherhood's accounts annually and remit copies to the Archbishop.

Indirectly affected groups

Residents of institutions operated by the Brotherhood, for example homes for the aged on Crown land at Eaglehawk, are affected through the appointment as committee of management and the requirement that property and income be applied to the Brotherhood's objects (s 13; s 11). The Act does not itself set operational standards for services but it changes legal ownership and governance, which can affect how services are administered.
Entities that interact commercially with the Brotherhood (lenders, vendors, contractors) are affected by the Brotherhood’s borrowing and property powers in the Schedule (rule 3(g)-(h)), and by the statutory non‑distribution constraint (s 11(1)) which clarifies the charitable nature of available surpluses.

Who decides and who pays

The Board of Directors decides management matters subject to the Constitution and Act (s 4(2); Schedule rules 28-29). The Governor in Council and the Archbishop play limited but concrete roles in rule amendment for specified rules (s 4(4)), and the Chief General Manager of the Department of Health must be consulted for certain property dealings (s 14). Members and general meetings decide by specified majorities and quorum rules for special resolutions (Schedule rules 12; 57).
Costs and burdens of compliance fall on the Brotherhood, its Board, officers and employees: company dissolution formalities have been superseded by statutory vesting but the Brotherhood bears responsibilities for record-keeping (Schedule rule 46), audit (rule 52), providing copies of rules to the Archbishop (s 4(6)), and following consultative steps in s 14 and amendment procedures in s 4.

The Act and the Constitution allocate a set of specific duties and rights to the Brotherhood, its Board, members, officers, trustees and external consultees. Below are the principal legal obligations and entitlements drawn from the text.

Duties imposed on the Brotherhood and the Board

Hold and apply property and income for the Brotherhood’s objects. Section 11 requires that all property and income vested in or acquired by the Brotherhood must be held and applied solely towards the objects set out in Rule 2 of the Constitution, subject to existing trust terms (s 11(1)-(2); Schedule rule 2 sets the objects).
Manage affairs through the Board. Section 4(2) provides that subject to the Act and Constitution the Brotherhood shall be managed and controlled by the Board, and the Board may exercise all powers not required to be exercised by general meeting (s 4(2); Schedule rule 28).
Keep proper books of account and present audited annual accounts. Schedule rule 46 requires proper books; rule 49 requires annual accounts and balance-sheets to be laid before the Annual General Meeting; rule 52 requires annual audit by a registered company auditor and transmission of the audited accounts to the Archbishop.
Supply copies of rules and regulations to the Archbishop. Section 4(6) requires copies of all rules made by the Brotherhood to be sent to the Archbishop; Schedule rule 58 requires copies of regulations to the Archbishop.
Consult and obtain advice from the Chief General Manager when dealing with property comprising institutions registered under Part III of the Hospitals and Charities Act 1958 (s 14). This is a mandatory "shall consult and obtain advice" requirement for specified disposals affecting registered institutions.
Maintain public meeting procedures, notices and quorum requirements for general meetings as set out in the Schedule (Schedule rules 8-16, 49-50). The Schedule contains precise notice periods and quorum thresholds for different classes and types of business (for example, special business, special resolutions).

Rights and powers of the Brotherhood and Board

Capacity to hold and deal with property; to sue and be sued; to exercise the usual powers of a body corporate (s 3). Schedule rule 3 gives express powers to construct and maintain buildings, establish and support institutions, fundraise, publish, deal with property (sell, mortgage, lease, etc.), raise or borrow money with security, invest surplus funds, undertake trusts and agreements, and subscribe funds for charitable purposes.
Power to amend rules subject to the Act and specified constraints. While rule amendment is provided for, s 4(4) and s 4(5) impose additional checks involving the Governor in Council and the Archbishop.
Power to delegate to an Executive Director and appoint officers and employees, determine remuneration and superannuation arrangements (Schedule rules 36-39).
Power to raise or borrow money and to use property as security (Schedule rule 3(g)) and to invest funds (rule 3(h)).

Member rights and internal governance

Voting rights: each member generally has one vote subject to class-based limitations; "C" class members have restricted voting rights as specified (Schedule rules 19-21). Special resolutions (including constitutional amendments) require particular notice and supermajority thresholds (Schedule rule 57).
Membership entry and exit: members can retire by notice; the Board may terminate membership; class-based ceilings apply to numbers and eligibility (Schedule rules 5-7).
Removal of directors: directors can be removed by special resolution at an Extraordinary General Meeting (Schedule rule 25(g)).

Trustee duties and continuity

Trustees holding property under trusts that authorised payments to the Brotherhood must apply the property in the like manner to the Brotherhood after commencement (s 10). Where a gift was for a particular institution, the Brotherhood must hold it in trust for that purpose if it still exists (ss 8(2), 9(2)-(3)).

External actor powers and duties

Archbishop: may disallow certain amendments within three months (s 4(5)); must be consulted for specified rule changes that require Governor in Council consent (s 4(4)). The Archbishop receives copies of rules and audited accounts (s 4(6); Schedule rules 50, 58). The Archbishop can withdraw approval of an "A" class member (Schedule rule 25(b)).
Governor in Council: must give consent to changes of certain rules (s 4(4)) following consideration of a Brotherhood report and consultation with the Archbishop.
Chief General Manager of the Department of Health: must be consulted and give advice prior to the Brotherhood dealing with property comprising a registered institution (s 14).

Protections and indemnities

Indemnity and reimbursement. Schedule rule 56 entitles members, officers and employees to indemnity out of Brotherhood funds against liabilities incurred in defending proceedings where judgment is given in their favour or relief is granted, and reimbursement of costs and expenses incurred in carrying out functions.

Limitations and prohibitions

Non‑distribution constraint. Section 11(1) expressly prohibits payment, transfer or application of the Brotherhood’s property or income to members as dividends or bonuses or "in any other profitable way". This preserves the charitable character by preventing private profit distribution.
Constraints on constitutional amendment. Rule 2 (objects), rule 46 (accounts) and rule 52 (audit) or parts of those rules cannot be amended except with Governor in Council consent following consultation with the Archbishop (s 4(4)). Other amendments may be disallowed by the Archbishop (s 4(5)).

Procedural duties

For land vested under the Transfer of Land Act 1958, the Brotherhood must apply to the Registrar and produce the certificate of title and proof of facts to the Registrar’s satisfaction; the Registrar must effect entries without fee (s 7).

Taken together, the Act and Schedule set a detailed matrix of duties on governance, accounting, retention of charitable uses and consultation, while granting broad enabling powers to operate and finance charitable activities. The instrument balances operational discretion (broad property, borrowing and investment powers) with specified external and internal controls (Archbishop and Governor in Council roles; audit, accounts, non‑distribution rules).

The Act primarily uses structural and procedural mechanisms rather than statutory penalties to ensure compliance. It contains no express criminal offences or pecuniary penalty provisions woven into the substantive governance text. Enforcement and compliance mechanisms derive from other legal processes and from internal governance structures.

Absence of express penalties

The text contains no express fines, civil penalties or criminal sanctions for breach of the Act's provisions such as failing to send rules to the Archbishop, failing to consult the Chief General Manager, or improperly applying property contrary to s 11. The Act’s enforcement architecture therefore relies on other mechanisms rather than express statutory penalty clauses.

Enforcement by courts and ordinary law

The Brotherhood, as a corporate body with capacity to sue and be sued (s 3), is subject to judicial enforcement of obligations arising under contract, trust and property law. Trusteeship obligations preserved by s 10 and s 11(2) would be enforceable under ordinary trust law by beneficiaries or by the Attorney‑General or other appropriate public official in trust enforcement proceedings, as relevant under general law. The Act also preserves rights, discharge and protections held immediately before commencement (s 12), which could include prior legal remedies.

Member and governance enforcement mechanisms

Internal governance controls can enforce duties against directors and members. For example, the Schedule provides for minutes, meetings, audits and accounts (rules 29, 46-52), removal of directors by special resolution (rule 25(g)), and disqualification of directors for bankruptcy, absence or unsound mind (rule 25(f), (e), (h)). Those internal mechanisms give members a route to address perceived misconduct or mismanagement via removal or election processes.

Archbishop and Governor in Council oversight on rule changes

The Archbishop’s disallowance power for certain rule amendments (s 4(5)) and the requirement that specified rules only be amended with Governor in Council consent after consideration and consultation (s 4(4)) give external oversight that can prevent changes contrary to statutory safeguards. The Act does not, however, specify a remedy or penalty if the Brotherhood fails to furnish the required explanation or copies of rules to the Archbishop; the remedy would be seekable through ordinary avenues such as judicial review if a positive statutory duty to give notice is breached, but the Act does not spell out an administrative sanction.

Registration and land obligations

The Registrar of Titles is required to give effect to vesting entries on proof and certificate production and to do so without fee (s 7). The Act imposes an administrative duty on the Registrar; any failure might be remedied through administrative law processes rather than penalties under this Act.

Consultation requirement with Chief General Manager

Section 14 requires the Brotherhood to consult with and obtain advice from the Chief General Manager before dealing with property comprising institutions registered under Part III of the Hospitals and Charities Act 1958. The Act does not create an explicit sanction for non‑consultation. Failure to consult may expose the Brotherhood to administrative review, reputational risk, or legal challenge, particularly if the disposal prejudices statutory protections under the Hospitals and Charities Act 1958, but the Act does not specify a particular enforcement mechanism.

Practical enforcement paths not specified in the Act

Enforcement in practice will therefore be through:
- Ordinary civil and trust litigation brought by affected beneficiaries, donors or creditors to enforce or restrain breaches of trust or contract.
- Members’ internal remedies such as removal of directors or calling general meetings under the Constitution (Schedule rules 7, 25, 57).
- Administrative oversight via the procedures created by other statutes referenced (for example, Land Act 1958/Crown land arrangements per s 13) and through the involvement of the Archbishop; where statutory duties to consult are linked to other statutory regimes, enforcement may flow from those regimes.
- Judicial review of administrative decisions where an administrative official's duties or approvals are engaged by the Act (for example, the Registrar’s handling of registration under s 7).

In short, the Act relies on structural governance, trust and property law remedies, and the capacity of beneficiaries and members to use internal and external legal processes, rather than on express statutory penal sanctions. This design creates compliance incentives tied to fiduciary duties, reputational consequences and the prospect of civil litigation.

The Act explicitly references and interacts with several pre‑existing statutory regimes and administrative mechanisms. The interaction is mainly procedural and interpretive rather than creating new substantive rights outside the Act’s corpus.

Interaction with the Transfer of Land Act 1958 / Torrens system

Section 7 deals with property that is "under the operation of the Transfer of Land Act 1958", i.e., Torrens land. The Act requires the Registrar of Titles to make necessary recordings in the Register to reflect the vesting of property in the Brotherhood on application and on production of the certificate of title and proof, and to do so without fee (s 7). This provision operationally links the statutory vesting in s 6 with the established Torrens registration regime, facilitating administrative entry of title changes and reducing transactional costs of conveyance.

Interaction with Land Act 1958 and Crown land administration

The preamble refers to Orders in Council made pursuant to s 14 of the Land Act 1958, and s 13 revokes the earlier appointments referred to in the preamble and appoints the Brotherhood as the committee of management for the Crown lands at Eaglehawk with like powers as if appointed under the Land Act 1958 (s 13(1)-(2)). The s 13 deeming validates the reservations and gives the Brotherhood statutory management powers akin to those under the Land Act. This creates a direct administrative interface with Crown land management law and its procedural requirements.

Interaction with the Hospitals and Charities Act 1958

Section 14 expressly links the Brotherhood’s property dealings to the Hospitals and Charities Act 1958 where institutions of the Brotherhood are registered under Part III of that Act. It requires the Brotherhood to consult with and obtain advice from the Chief General Manager before dealing with property comprising the whole or part of a registered institution. The mechanism is a mandatory consultative step bridging the Brotherhood’s property powers and hospital/charity regulatory oversight under that Act.

Company law and corporate successor effect

Although the Act predates the modern Corporations Act, s 5 provides a statutory substitution of the Brotherhood for two companies, transferring all contracts, liabilities and rights. This statutory transfer interacts with the ordinary corporate law position concerning transfer of assets and liabilities: the Act itself provides the legal mechanism and deems the contracts etc to belong to the Brotherhood. For counterparties and creditors this statutory deeming takes effect by operation of this statute rather than requiring formal corporate assignments or novations.

Trusts and wills , interaction with probate and trust law

Sections 8-10 and 11 modify the operation of prior wills, settlements and trusts by deeming gifts to specified former entities or committees to be to the Brotherhood and by directing trustees to apply trust property as authorised to or for the Brotherhood. Those provisions interface with probate practice, trust interpretation and the duties of executors and trustees under ordinary law. The Act preserves the effect of testamentary directions for specific institutions and requires the Brotherhood to hold property in trust where the instrument specified a purpose (ss 8(3), 9(3)).

Administrative law and records

The Act imposes duties on the Registrar of Titles to effect changes on production of documents and proof (s 7). The Registrar's satisfaction is the administrative standard for making register entries, thereby creating an operational link to administrative decision-making under land registration law.

Health sector amendments in the endnotes

The endnotes list amendments by the Health Commission Act 1977 and Health (Amendment) Act 1985 which affected provisions in the Act, including s 14. Those amendments reflect interaction with evolving health administration statutes and the roles of health department officers.

Transfer of Land (Computer Register) Act 1989

The Act was also amended in relation to s 7 by the Transfer of Land (Computer Register) Act 1989, reflecting the shift to computerised registration and the necessary procedural updates to the Registrar’s duties (endnotes). This shows the Act’s drafting envisaged updates to align with registration technology and processes.

Limits on overlap

The Act imposes obligational and procedural duties but does not itself create conflict with trust, probate, land registration or public law; rather, it prescribes how pre‑existing instruments and administrative arrangements should continue to operate following incorporation. Where a conflict might arise between the Act’s deeming provisions and other legislative duties, customary legal principles and later legislative supervenience (including modern corporate or charities regulators) would determine the outcome; the Act itself makes no express saving concerning other later laws.

Practical interoperability

For practitioners, the Act simplifies certain title and succession tasks: statutory vesting (s 6) and Registrar entries (s 7) reduce conveyancing steps; the deeming of testamentary and trust dispositions (ss 8-10) clarifies the beneficial recipient. At the same time, consultation obligations (s 14) and external oversight over certain constitutional amendments (s 4(4)-(6)) impose procedural interfaces with ecclesiastical and government bodies.

In sum, the Act deliberately interfaces with land registration, Crown land administration, hospitals and charities regulation, probate and trust practice, and administrative processes, setting out specific points of connection rather than general normative change across those fields.

The version text provided is "Version incorporating amendments as at 23 July 2001" (header). The endnotes list specific amendments that have altered provisions of the Act. The statutory amendments recorded in the endnotes are limited in number and concern particular sections.

Amendments recorded in the endnotes

Health Commission Act 1977, No. 9023/1977: Assent date 24 May 1977. Commencement: section 47 (Schedule 1 Part B item 1) commenced 7 December 1978 (Government Gazette 6.12.78). The endnote states this Act amended provisions of the Brotherhood of St. Laurence (Incorporation) Act 1971, although the endnotes do not specify which particular clauses were altered; however, the table of provisions shows s 14 has an amendment footnote referencing Nos 9023 and 10262 (see below).
Health (Amendment) Act 1985, No. 10262/1985: Assent date 10 December 1985. Commencement: s 4 (Schedule) on 1 March 1986 (Government Gazette 26.2.86 p. 451). The endnote notes that this information relates to provisions amending the Brotherhood Act; the table of provisions indicates s 14 was amended by these health-related Acts.
Transfer of Land (Computer Register) Act 1989, No. 18/1989 (as amended by No. 48/1991): Assent date 16 May 1989. Commencement: 3 February 1992 (Government Gazette 18.12.91 p. 3488); endnote indicates the Transfer of Land Act amendment affected s 7 and footnote shows s 7 was amended by No. 18/1989 s 13 (Sch 2 item 10) as amended by No. 48/1991 s 70(c)(i). The practical effect is that s 7's references were updated to accord with computerised land registration practices and the Register's operation.

Interpretive notes on amendment pattern

The recorded amendments are focussed on aligning the Act with health administration statutes (s 14) and modernised land registration processes (s 7). The Health Commission and Health (Amendment) Acts suggest that the consultation and advice requirement in s 14 was adapted to reflect changes in health department administrative arrangements. The Transfer of Land (Computer Register) Act amendments reflect technological and procedural updates to title registration.

Absence of extensive amendment activity

Aside from the items listed, the endnotes show no other amendments recorded in the endnotes section. The Schedule and Constitution appear substantially in their original textual form, save for the changes reflected in the endnotes. The "Explanatory Details" endnote section contains no entries at the date of publication.

Practical significance for practitioners

Where practitioners engage with the Brotherhood’s property vesting, land dealings or consultative obligations, they should note that s 7 was updated to accommodate computerised registration and that s 14 has been adjusted by health-related Amendments. For precise drafting history, practitioners will need to consult the amendment Acts themselves and the consolidated text in force at the relevant time; the endnotes identify those amending Acts and commencement dates for tracking legislative history.

The Act as provided contains no internal record of judicial decisions or appellate history. The endnotes include a section titled "Litigation history" in the output specification, but the text of the Act and the endnotes supplied include no case citations, no reported litigation outcomes, and no statutory references to judicial proceedings.

What the text shows

The endnotes section labelled "3. Explanatory Details" contains no entries. The Act’s endnotes do not cite any cases or judicial pronouncements construing its provisions.
The Schedule and Act themselves contain no footnoted references to judicial interpretations.

Implications for research

The absence of litigation history within the Act's published endnotes does not rule out that the Act has been the subject of litigation in the courts. It simply means the Act’s official consolidation page supplied here contains no reported judicial entries. To ascertain whether the Act has been the subject of court proceedings involving issues such as the operation of s 5 (successor liability), s 6 (vesting), ss 8-10 (operation of wills and trusts), s 14 (consultation requirement), or internal governance disputes under the Schedule, a targeted search of Victorian and relevant federal court databases, tribunal records and law reports would be necessary.
For practitioners, the lack of statutory litigation history in the supplied text means reliance must be placed on general principles of trust and corporate law, the literal wording of the Act and the Constitution, and any relevant more recent case law not recorded in this consolidation. The Act’s provisions are relatively prescriptive, so common lines of dispute would be the correctness of trustee actions, proper application of testamentary directions, validity of disposals without the required consultation, or challenges to board decisions under the Constitution. However, none of those hypotheticals are recorded as decided in the supplied material.

Recommended immediate steps in practice

If a client’s matter depends on whether a particular provision of the Brotherhood Act has been judicially interpreted, conduct a case law search by provision keywords (for example "Brotherhood of St. Laurence" together with "vesting", "successor in law", "wills", "trusts", "Chief General Manager", "Hospitals and Charities Act") in Victorian courts and administrative tribunals. Also search reported trust law authorities for instances where statutory vesting and interpretive deeming provisions have been litigated, bearing in mind the Act’s unique statutory clauses.

The Act contains several drafting features and procedural requirements that can produce unintended consequences or compliance traps if not appreciated. The following items are concrete points to watch in practice.

Statutory vesting without conveyance (s 6)

The Act vests all property vested immediately before commencement in the Brotherhood or in the two companies into the statutory Brotherhood "without necessity for any conveyance transfer or other assurance" (s 6). Practitioners should note that while statutory vesting eliminates the need for conveyance, practical title records (especially for land) still require Registrar entries under s 7. Certificates of title and evidentiary proof must be produced to the Registrar (s 7), and the Registrar must be satisfied before making entries. Absent Registrar action, practical title records may not yet reflect the statutory vesting.

Deeming of wills, deeds and trusts (ss 8-10)

Wills and deeds made before commencement naming the prior entities or persons are deemed to operate in favour of the Brotherhood (ss 8-9). However, the Act preserves use for specifically named institutions so long as they exist (ss 8(2), 9(2)). This can produce subtle mismatches: donors or testators who named local committees or parochial entities might have intended local control, but the Act centralises legal title in the Brotherhood while requiring use for the specific institution only "so long as the relevant institution or establishment referred to in the will is in existence" (s 8(2)). If the institutional arrangement has changed, the Brotherhood holds the property for the Brotherhood’s objects, subject to any trust (s 11). This may raise questions about donor intent and the availability of cy‑pres or variance mechanisms in trust law for changed circumstances; the Act does not itself provide a variance mechanism.

Non‑distribution rule vs commercial activities (s 11; Schedule rule 3)

Section 11(1) forbids paying property or income "directly or indirectly by way of dividend or bonus or in any other profitable way to the persons who are or have been members". Concurrently, Schedule rule 3(e)-(g) grants wide power to exploit, sell, mortgage, lease and otherwise deal with property and to raise money (including issuing debentures and charging property). The practical tension is that the Brotherhood may enter commercial transactions and borrow on security, but surpluses must be applied to charitable objects, not distributed to members. Practitioners handling commercial deals should ensure loan documentation and other commercial arrangements are consistent with charitable‑use constraints.

Limited membership and board structure (Schedule rules 5-6, 22-24)

The Constitution fixes small class sizes (A and B class members not to exceed five each; Schedule rule 6). The Board is limited to not more than ten persons who are A or B class members (Schedule rule 22), and at least three B class members must be communicants of the Church of England in Australia (rule 24). Those tightly bounded membership and board sizes can produce governance challenges: difficulty in filling vacancies, risk of prolonged vacancies in key roles, and concentrated decision making. Where a member ceases to be a communicant or an Archbishop withdraws approval, the Board must manage consequential vacancies (Schedule rule 25).

Archbishop's disallowance and Governor in Council consent (s 4(4)-(6))

Certain constitutional amendments (Rule 2, Rule 46, Rule 52 or any part thereof) require the Governor in Council’s consent after a Brotherhood report and consultation with the Archbishop (s 4(4)). Other amendments can be disallowed by the Archbishop within three months of his receiving a full explanation (s 4(5)). Those provisions embed ecclesiastical and executive oversight into what might otherwise be internal rule changes. The practical effect is that organisational reform that touches the objects, accounting or audit regime may require external administrative steps and timeframes; failure to observe those steps could render an amendment ineffective and create governance disputes.

Consultation requirement is mandatory but not self‑enforcing (s 14)

Section 14 requires consultation and advice from the Chief General Manager before the Brotherhood "sells, exchanges, leases, mortgages, disposes of or otherwise deals with" property comprising a registered institution. The Act does not provide a civil penalty or automatic invalidation if the Brotherhood fails to consult. That raises enforcement uncertainty: a failure to consult may be challenged as ultra vires or procedurally improper under other statutes, or may result in reputational or administrative consequences, but the Act does not set an explicit remedy. Practitioners must treat the obligation as mandatory and seek documentary evidence of timely consultation and advice.

Registrar satisfaction and documentary proof in practice (s 7)

Section 7 requires the Brotherhood to produce the certificate of title and proof to the Registrar's satisfaction. Where titles are old, transferred by informal means, or contain easements or encumbrances (Schedule rule 3(f)), satisfying the Registrar may require further documentation or resolution of defects before the Register is updated, despite statutory vesting. Pragmatic delays can arise.

Successor liability for company obligations (s 5(2))

The deeming in s 5(2) moves all contracts, debts, liabilities and obligations of the dissolved companies to the Brotherhood. Practitioners advising creditors and counterparties should note that their contractual counterparty is now a statutory corporal entity with charitable status, a different risk profile, likely different security positions and possibly different capacity to raise funds. Security interests and guarantees previously given by individuals or the companies may require review for enforceability against the Brotherhood.

No express penalties for non‑compliance

As noted earlier, the Act omits express penalties for failing to comply with consultation and procedural duties. That does not mean non-compliance has no consequences; it does mean remedies are likely to be found in ordinary trust, contract and administrative law, which can be more costly and uncertain than statutory penalty regimes. This affects risk assessment for both internal decision-making and third-party dealings.

Practical drafting and transactional risks

Because the Act centralises title and alters beneficiary designations, practitioners should be alert when drafting new wills, settlements, or gifts to the Brotherhood to reference the statutory corporate entity as beneficiary to avoid ambiguity. Similarly, lenders taking security over property formerly held by the dissolved companies should ensure searches and registrations reflect the Brotherhood as the registered proprietor and consider the implications of s 11’s charitable non-distribution rule on available enforcement remedies.

Below is a practical, source‑grounded compliance checklist and operational guidance derived from the Act and the Constitution. Items are organised by recurring legal tasks: governance and constitutional amendments; property and land dealings; trusts, wills and settlements; accounting, audit and reporting; operational decision‑making; and interactions with external actors.

Governance, rule-making and constitutional amendments

Follow the Constitution and the Act. The Brotherhood is governed by the Act and the Schedule Constitution (s 4(1); Schedule rules 1-4). The Board must exercise all powers not reserved to general meeting (s 4(2); Schedule rule 28).
Send copies of all rules and of any regulations made by the Board to the Archbishop "forthwith" as required (s 4(6); Schedule rule 58). Keep records of sending and any communications for evidentiary purposes.
For changes affecting Rule 2 (objects), Rule 46 (accounts) or Rule 52 (audit) or parts thereof, obtain Governor in Council consent after preparing a report for the Governor in Council and consulting the Archbishop. Do not implement such amendments without securing that consent (s 4(4)).
For other constitutional amendments, prepare a full explanation to provide to the Archbishop as required; the Archbishop may disallow amendments in writing within three months of receiving the explanation (s 4(5)). Document the explanation, delivery method and receipt confirmation.

Board composition, meetings and member processes

Observe membership class limits: A and B class numbers shall not at any time exceed five (Schedule rule 6). Keep an up-to-date register of members (Schedule rule 5(3)). Ensure proper notice for Annual General Meetings and Extraordinary General Meetings as detailed in Schedule rules 8-11 and 10 (notice periods).
Use the retirement and appointment rules for directors: ensure compliance with retirement at age 72 and the five‑year re‑appointment cycles with the Archbishop and membership approval where required (Schedule rule 32). Keep records of approvals from the Archbishop where necessary.
Apply quorum and voting rules precisely (Schedule rules 12, 13, 19-21, 57). For special resolutions (including constitutional changes), provide the mandated notice and obtain the required supermajority (Schedule rule 57(1), 57(4)).

Property and land dealings

For title matters, rely on statutory vesting (s 6), but effect Registrar entries under s 7 for Torrens land by lodging application, certificate of title and proof of facts to the Registrar's satisfaction. Anticipate Registrar requirements for documentary proof and keep copies of all materials lodged.
Before selling, leasing, mortgaging or otherwise dealing with property comprising a registered institution under Part III of the Hospitals and Charities Act 1958, consult and obtain advice from the Chief General Manager of the Department of Health. Document the consultation, advice received and how the advice was considered (s 14).
Where trust instruments or wills specified particular institutions for gifts, maintain records showing the continued existence of the institution to ensure property is applied for that purpose; if not, ensure trustees have authority to apply property in line with s 10 and s 11. If a proposed dealing could conflict with the stated purpose, seek legal advice on cy‑pres or trust variation routes under general trust law.

Contracts, liabilities and successor obligations

Recognise that contracts, securities and liabilities of the dissolved companies transferred to the Brotherhood by s 5(2) from commencement. Ensure all contracting counterparties are notified where appropriate, and review security documents or guarantees for any conditions triggered by change of control or transfer of legal personality.
For lenders or prospective lenders, examine the charitable non‑distribution rule (s 11) and confirm the availability of security and enforcement routes in light of charitable status. Document any due diligence needed to satisfy lending policy.

Accounting, audit and reporting

Maintain proper books of account in accordance with Schedule rule 46. Decide and record the office location where books will be kept (rule 47).
Prepare annual accounts and balance-sheets and lay them before the Annual General Meeting (rule 49). Circulate copies of the balance-sheet, accounts and the auditor’s report at least seven days before the meeting to persons entitled to receive notice and to the Archbishop (rule 50).
Engage a registered company auditor annually to audit the Brotherhood’s accounts and then send a copy of the audited accounts to the Archbishop (rule 52). Retain audit working papers and correspondence evidencing timely compliance.

Trusts, wills and settlements management

Where gifts by will or settlement made prior to commencement were directed to named local committees or institutions, maintain documentation that the institution remains in existence and that gifts are being applied for the specified purposes (ss 8(2), 9(2)). If the institution no longer exists, document legal advice obtained for applying trust property consistent with s 10 and s 11.
Keep trustees informed and obtain trustee consents where trustees must apply capital or income to or for the Brotherhood under original trust instruments (s 10). Seek declarations or court approval when trustee actions are uncertain or when donor intent is ambiguous.

Regulatory interface and Crown land

For Crown land at Eaglehawk, note that earlier appointments were revoked and the Brotherhood is appointed committee of management with like powers and duties as under the Land Act 1958 (s 13). Maintain records evidencing the Brotherhood’s committee status and any relevant trust or management plans for homes for the aged on that land.
For land dealings that may require external statutory approvals under the Land Act or other statutes, identify agency approval requirements early and document compliance steps.

Internal controls and indemnities

Create and maintain minutes of meetings (Schedule rule 29), authorise use of the common seal in accordance with Schedule rule 30, and implement conflict-of-interest protocols to enforce Schedule rule 31 disqualification rules.
Provide indemnity and reimbursement procedures consistent with Schedule rule 56, and document claims and approvals for indemnity to ensure auditable governance.

Record-keeping and evidence of compliance

Keep evidenced copies of all communications with the Archbishop, the Chief General Manager and the Registrar including proofs of sending and receipt, advice given, and any consents (s 4(4)-(6); s 14; s 7). For rule changes, retain the Brotherhood’s explanatory document that must be furnished to the Archbishop (s 4(5)).
Maintain the member register and records of membership class approvals (Schedule rules 5-7). Ensure that re-election notices from C class members meet the Schedule rule 7 requirements.

Practical steps when in doubt

When a proposed action involves property of a registered institution, do not proceed without sought and documented consultation with the Chief General Manager (s 14).
When altering the objects, accounting regime or audit provisions, engage early with the Archbishop and the Executive branch for Governor in Council consent as required (s 4(4)-(6)).
For commercial transactions or borrowing, ensure that transactional documentation reflects the Brotherhood’s charitable non‑distribution rule (s 11) and include warranties or covenants about charitable status, use of proceeds and application of income.

This compliance roadmap follows directly from the Act and the Schedule. Where statutory wording is procedural rather than punitive, prioritise documentary evidence of consultation and internal approvals so that, if challenged, the Brotherhood can demonstrate compliance with the Act’s procedural and substantive obligations.

Brotherhood of St. Laurence (Incorporation) Act 1971

Plain English Summary

Deep Dive

What it does

Current sections

Brotherhood of St. Laurence (Incorporation) Act 1971

Source text: opening excerpt

1 Brotherhood of St. Laurence (Incorporation) Act 1971

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply