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:
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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
Section 1 - Brotherhood of St. Laurence (Incorporation) Act 1971 - Brotherhood of St. Laurence (Incorporation) Act 1971 | Zoe
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
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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
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Brotherhood of St. Laurence (Incorporation) Act 1971
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"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
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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
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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)).
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Brotherhood of St. Laurence (Incorporation) Act 1971
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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
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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
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(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
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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
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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
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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.
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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;
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"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.
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(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.
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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.
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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
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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
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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;
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(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.
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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.
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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
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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.
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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.
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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.
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(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.
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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
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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
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Brotherhood of St. Laurence (Incorporation) Act 1971
30
3. Explanatory Details
No entries at date of publication.
Endnotes