The Act revolves around several key concepts that define its scope and operation.

Body corporate - The Act creates statutory corporations, not companies registered under the Corporations Act 2001 (Cth). These are bodies politic with perpetual succession, a common seal, and the capacity to sue and be sued (s 2(1)). They are not subject to general corporations law governance requirements unless the Act incorporates them by reference (it does not). Their powers are those conferred by the Act itself: taking, holding and disposing of property, and generally exercising powers incident to a body corporate (s 2(4)). Property holding is subject to any trusts on which the property was held prior to vesting.

First Church - Defined by section 2(1) as the body corporate named “First Church of Christ, Scientist, Sydney”. It comprises all persons who are members of that church accepting the principles, faith and doctrines of Christian Science, adhering to the six tenets in the Schedule, and acknowledging the principles of church organisation laid down in the “Manual” (meaning the Manual of The Mother Church, The First Church of Christ, Scientist, in Boston, Massachusetts). First Church is automatically incorporated by the Act itself; no resolution or filing is needed. Its property vests automatically under section 3.

The Manual - Referred to throughout the Act but not defined within it. The Manual is a governing document of the denomination, published by The Mother Church in Boston. The Act requires that all members and bodies corporate under the Act acknowledge and adopt the principles of church organisation, discipline, teaching, worship, service, procedure and practice laid down in the Manual (ss 2(1), 4, 7, 8). This means the incorporation is contingent on doctrinal and organisational conformity to the Manual. The Act does not incorporate the Manual by reference as a statutory rule; instead it uses the Manual as a qualification criterion for membership and incorporation.

Executive Board - The governing body of each incorporated church. Under section 2(5), administration of affairs and exercise of powers are vested in the Executive Board “duly appointed pursuant to the by-laws and rules of First Church for the time being”, subject to any by-law, rule or resolution of the church. The Board has custody and use of the common seal (s 2(6)) and a majority of those present at a meeting can direct its use. The Board does not have unfettered power; it is subordinate to the by-laws and resolutions of the members.

Tenets - The six tenets set out in the Schedule are a doctrinal statement authored by Mary Baker Eddy. They include beliefs such as the Bible as sufficient guide, acknowledgment of one supreme God and His Son, forgiveness of sin through destruction of sin, Jesus’ atonement as evidence of divine Love, the crucifixion and resurrection as uplifting faith, and a promise to watch, pray and do unto others. Adherence to these tenets is a condition of membership for all persons comprising the body corporate (s 2(1)). The tenets are fixed: the Act does not provide any mechanism to amend the Schedule.

Other churches - Sections 4 and 7 distinguish between existing named churches (the twelve listed in section 4) and churches to be formed in the future. The existing churches can incorporate by a simple resolution and filing, without the six month existence requirement or certification from The Mother Church. Future churches under section 7 must satisfy additional conditions: at least sixteen persons, including at least four members of The Mother Church; the body must have existed at least six months; it must obtain a written certification under the seal of The Mother Church attesting to its bona fides; and must pass a three-fourths majority resolution (s 8). The Act does not explain why existing churches are exempt from the certification requirement; presumably they were already recognised by the denomination at the time of enactment.

Vesting without conveyance - Sections 3, 6 and 9 each provide that all real and personal property belonging to or held in trust for the unincorporated body, its Executive Board or any committee vests in the body corporate automatically upon incorporation, with no need for a conveyance, transfer or other assurance. This is a significant simplification, eliminating the need for separate legal transfers and avoiding stamp duty and registration costs that would otherwise arise. However, the vesting does not affect any trust, encumbrance, charge, lien, easement, estate or interest to which the property was subject. This means third party interests are preserved.

Meetings - Section 10 prescribes a single meeting procedure for all resolutions under the Act: notice in writing posted to each member at least fourteen days before the meeting, setting out the terms of the proposed resolution and the names of proposer and seconder. A resolution to have force must be carried by a vote of three-fourths of the members present. This supermajority requirement applies to incorporation resolutions (ss 4, 8), by-law making and amendment (s 2(2), (3)). The Act does not specify a quorum, so the common law default likely applies (usually a majority of members entitled to vote). The three-fourths requirement is of those present, not of all members, making it easier to achieve if turnout is low, but harder if a large majority of members attend and oppose.

By-laws - Section 2(2) lists eleven matters for which by-laws and rules may be made by First Church: admission, expulsion and re-admission; conduct and election of officers; readers, librarians and Sunday School superintendents; accounts and records; auditors; meetings; property; execution of documents; expenditure; rescission or amendment; and remuneration. The list is exhaustive in subject matter but by-laws must not be inconsistent with the Act. Other churches incorporated under sections 4 or 7 have the same powers mutatis mutandis (s 5), so they can adopt by-laws on the same topics. The Act does not prescribe a procedure for making by-laws beyond the meeting and voting requirements of section 10, nor does it require by-laws to be filed with any public authority.

The Act directly affects members, officers and property holders of the specified Churches of Christ, Scientist in New South Wales. It also affects the Registrar-General, who is the filing officer for incorporation documents, and third parties who deal with church property.

Members - Every person who is a member of First Church, Sydney at commencement, or of any other church that becomes incorporated under the Act, becomes a member of a body corporate. Membership is defined by acceptance of Christian Science principles, adherence to the tenets, and adoption of the Manual (s 2(1)). Members have rights to vote on by-laws and on incorporation resolutions (s 10), with a three-fourths supermajority required. They do not have individual ownership of church property; the body corporate holds it. Members are not personally liable for the body corporate’s debts merely by virtue of membership, unless they have given personal guarantees. However, the Act does not expressly limit liability, so the common law position for statutory corporations applies: members are not liable beyond their unpaid subscriptions unless the Act or by-laws impose liability.

Executive Board members - The Board has custody of the common seal and administrative authority (s 2(5), (6)). Board members are likely subject to fiduciary duties under general law, and they must comply with the by-laws. The Act does not specify a minimum or maximum number of Board members, nor their appointment process; these are left to by-laws. Board members could be exposed to personal liability for breaches of trust (since property may be held on trust) or for misuse of the common seal.

Property holders and trustees - All property held by or in trust for the unincorporated church, its Executive Board or any committee vests automatically in the body corporate (ss 3, 6, 9). This affects trustees who previously held legal title; they are divested without any action. Third parties who have interests in that property (e.g., mortgages, lessees, easement holders) are unaffected; their interests continue. The automatic vesting may create practical issues for land title registration, as the Registrar-General would need to update the register without a traditional transfer document. The Act provides that the vesting is effective “without the necessity for any conveyance”, but the Torrens system may require a recording of the change. The reference to the Conveyancing Act 1919 in sections 4 and 8 suggests that the Registrar-General is expected to accept certified copies of resolutions and rules for filing, but the Act does not describe the exact process for updating title.

The Mother Church in Boston - Under sections 7 and 8, the Mother Church has a gatekeeping role for new churches seeking incorporation. It must certify in writing under its seal the bona fides of the body or association. This gives an overseas entity veto power over whether a New South Wales church can incorporate. There is no appeal mechanism in the Act if the Mother Church refuses certification. This raises an interesting jurisdictional question: the Act does not give the NSW courts power to review the Mother Church’s decision. The condition is precedent; without certification, the body cannot incorporate under section 7. Existing named churches under section 4 do not require such certification, presumably because they were already established and recognised at the time of the Act.

Registrar-General - The Registrar-General is the filing officer for incorporation documents under sections 4 and 8. The Act says documents shall be filed “in the manner prescribed by regulations made under the Conveyancing Act 1919”. This imports the procedural requirements of that Act for the registration of deeds and documents. The Registrar-General is not given discretion to reject a filing that meets the stated requirements; the role is ministerial. However, if the documents do not comply (e.g., missing certification), the Registrar-General would likely refuse to accept them.

Third parties dealing with the church - Contractors, lessors, banks and donors benefit from the certainty of dealing with a body corporate rather than an unincorporated association. The church can hold property, enter contracts, and sue in its own name, reducing the need for individual members to be parties. Third parties can rely on the common seal affixed in accordance with section 2(7) as evidence of execution, but the Act does not create a statutory presumption of validity (unlike some companies legislation). A third party would still need to verify that the seal was affixed by resolution and in the presence of the required signatories.

Legal practitioners and accountants - Lawyers advising these churches need to understand the interaction between the Act and property law, trusts law, and general corporation law. The Act is not a complete code; many governance matters are left to by-laws. Accountants and auditors may be appointed under by-laws (s 2(2)(e)), but the Act does not require audit or prescribe accounting standards.

The Act confers rights and imposes duties on the body corporate, its Executive Board, and members.

Rights of the body corporate - Each incorporated church has the right to sue and be sued in its corporate name (s 2(1), s 4). It has the right to take, purchase, receive, hold and enjoy real and personal property of any description (s 2(4)). It has the right to sell, grant, transfer, exchange, demise (including building leases), give easements over, or otherwise dispose of property, either absolutely or by mortgage, charge, lien or other encumbrance (s 2(4)). It has the right to exercise all powers, rights and privileges incident to a body corporate, subject to the Act (s 2(4)). It has the right to make by-laws and rules on specified topics (s 2(2)). It has perpetual succession, so it continues regardless of changes in membership.

Limitations on rights - The property powers are subject to any existing trusts: the body corporate must carry out the provisions of any trust (s 2(4)). This is a significant duty, as the church may hold property on trust for specific purposes (e.g., a building fund, a bequest for a particular ministry). The Act does not create a power to vary or cy-près modify trusts; that would fall under general trust law. The power to dispose of property is also limited by the requirement that the Executive Board exercise it subject to by-laws and resolutions of members (s 2(5)). So major disposals may require a membership resolution, though the Act does not expressly require it for property sales. The by-laws may impose such a requirement.

Duties of the Executive Board - The Board has custody and use of the common seal (s 2(6)). The seal may only be affixed by virtue of a resolution of a majority of members present at a meeting, and in the presence of two board members and the chair or clerk, who must sign (s 2(7)). This creates a formal execution procedure that must be followed for any document requiring the seal. Failure to comply could render the document invalid or unenforceable. The Board has the duty to administer the affairs and exercise powers of the church, subject to by-laws and resolutions (s 2(5)). This implies a duty to act in accordance with the church’s governing documents.

Duties of members - Members must adhere to the tenets (s 2(1)). They have the duty to vote on resolutions in accordance with the Act’s procedures. They have a right to receive notice of meetings at least fourteen days before, with the resolution terms and names of proposer and seconder (s 10). They have the right to vote, and the supermajority requirement protects them against changes they strongly oppose, but also makes it harder to pass by-laws or incorporate.

Duties re property - Upon incorporation, property vests automatically in the body corporate, but subject to existing trusts, encumbrances, etc. (ss 3, 6, 9). The body corporate must manage property in accordance with those trusts. If property was held on trust for the unincorporated church’s general purposes, the corporate body holds it on the same trust. This can create complexity if the trust deed or will named the unincorporated body as beneficiary; the vesting operates statutorily to transfer the legal interest, but the equitable interest remains with the beneficiaries (likely the members). The body corporate is effectively trustee of its own property in some cases.

Rights of newly forming churches - Under sections 7 and 8, at least sixteen persons including at least four members of The Mother Church can form a body and, after six months, seek incorporation. This gives them a right to incorporate if they meet the conditions. However, the condition of certification by The Mother Church gives that entity a power to block incorporation; the Act does not grant a right to compel certification. So the right is conditional on a third party’s discretion.

No right of appeal - There is no provision in the Act for an appeal if the Registrar-General refuses to accept a filing, or if the Mother Church refuses certification. This may be subject to general administrative law remedies, but the Act does not create a statutory review mechanism. The absence of procedural fairness requirements for the Mother Church’s certification is notable, given that it is a private religious body, not a government agency.

The Act contains no express penalties for non-compliance. There are no fines, imprisonment terms, or infringement notices. Enforcement relies on general law remedies and the church’s internal governance.

Invalid acts - If the common seal is affixed without a resolution or without the required signatories, the document may be void or voidable. A third party may not be able to rely on its validity. Section 2(7) is a mandatory procedural requirement; a seal affixed in breach is not effective as an execution by the body corporate. This could lead to disputes over contracts or property transactions.

Breach of trust - If the body corporate or its Executive Board deals with property in a way inconsistent with the trusts on which it is held, they may be liable for breach of trust. Beneficiaries (which could include members or charitable objects) can seek remedies in equity: account of profits, compensation, injunctions, or removal of trustees. The Act does not limit this liability. The Board members, if they knowingly participate in a breach, could be personally liable.

Breach of by-laws - The by-laws may impose disciplinary measures on members, including expulsion (s 2(2)(a)). The Act does not provide a statutory appeal against expulsion; members would need to rely on contractual or natural justice principles. If a member is expelled in breach of the by-laws, they may have a claim for breach of contract or injunctive relief.

Misuse of the common seal - Unauthorised use of the seal could constitute forgery or fraud under criminal law, but the Act does not create a specific offence. The Board members are responsible for its custody; if they allow misuse, they could be liable to the church.

No regulator - There is no government regulator with oversight powers under this Act. The Registrar-General’s role is limited to filing documents for incorporation. There is no ongoing reporting or inspection requirement. The Act does not require annual returns, financial statements, or notification of changes to by-laws or officers. This light-touch regime reduces regulatory burden but also means there is less external oversight. Disputes would need to be resolved privately or through the courts.

Enforcement by members - Members can enforce their rights under the Act and by-laws through court action for injunctions or declarations. For example, if a meeting is convened with inadequate notice, a member could seek to invalidate a resolution. The Act itself does not prescribe a limitation period or procedure for such challenges; general law applies.

Corporate liability - As a body corporate, the church can be sued for debts, torts, and breaches of contract. It can also be prosecuted for criminal offences (e.g., occupational health and safety, charity fraud). The Act does not limit its liability. Members are not personally liable for the church’s debts merely because of membership, but Board members could be liable for insolvent trading if the church becomes insolvent? The Act does not incorporate the Corporations Act’s insolvent trading provisions; statutory corporations under private Acts are not subject to those provisions unless they are registered as companies. However, general law may impose duties on directors to avoid reckless trading.

No penalty for late filing - Unlike companies legislation, there is no penalty for failing to file incorporation documents after resolution. The incorporation takes effect on filing, not on resolution. A church could pass a resolution and then delay filing indefinitely. During that gap, the unincorporated body continues to hold property, and the automatic vesting under ss 6 or 9 only occurs on the date of filing. This could cause confusion if the church acts as if incorporated before filing.

Interaction with charity law - If the church is a charity (likely, given its religious purposes), it may be subject to the Charitable Fundraising Act 1991 (NSW) or the Australian Charities and Not-for-profits Commission Act 2012 (Cth). Those statutes impose penalties for non-compliance. The Churches of Christ Act does not override them. So while the Act provides no penalties itself, other laws may apply.

The Act operates within a broader legal framework. It does not exist in isolation.

Conveyancing Act 1919 (NSW) - The Act explicitly references the Conveyancing Act for the manner of filing incorporation documents (ss 4, 8). The regulations under that Act govern how documents must be presented, certified, and registered. This means the incorporation process is integrated with the property registration system. The automatic vesting of property under ss 3, 6, 9 occurs regardless of the Conveyancing Act, but practical title registration may require steps under that Act to record the change of ownership.

Trusts law - The Act preserves all trusts (ss 2(4), 3, 6, 9). This means general trust law applies fully. The body corporate holds property subject to the same trusts as before. If the property is held on charitable trusts, the Attorney-General or the NSW Trustee and Guardian may have supervisory powers. The Act does not create any special trust modification powers.

Corporations Act 2001 (Cth) - The bodies corporate under this Act are not companies registered under the Corporations Act. They are statutory corporations created by a State Act. They are not subject to the Corporations Act’s governance, reporting, or director duties, unless they also register as a company (unlikely, as that would be inconsistent with their incorporation). This means they have fewer compliance obligations but also less legal infrastructure for dispute resolution, insolvency, and member protection. They cannot rely on the Corporations Act’s oppression remedy or winding up provisions unless they fall within the definition of a “corporation” for certain purposes (e.g., the Corporations Act may still apply for taxation or some criminal provisions).

Charities legislation - Many Churches of Christ, Scientist are likely charities (advancement of religion). They may need to register with the Australian Charities and Not-for-profits Commission (ACNC) to access tax concessions. The ACNC has its own governance standards, which may overlap with or be additional to the Act. The Act does not exempt them from those standards. If the church carries on fundraising in NSW, it must comply with the Charitable Fundraising Act 1991, which requires licences and imposes accountability obligations.

Property and stamp duty - The automatic vesting provisions might avoid ad valorem stamp duty on transfer, as there is no conveyance, transfer or other assurance. However, the Office of State Revenue may still assess duty as a change of beneficial ownership. The Act says the vesting is “without the necessity for any conveyance, transfer or other assurance”, but stamp duty attaches to dutiable transactions, not just documents. It is possible that duty is not payable because the vesting is by force of law, but this is not expressly stated. Legal advice would be needed.

Land titles legislation - Under the Real Property Act 1900 (NSW), registration is required to perfect title. The Act’s automatic vesting operates by force of law, but the Registrar-General would need to record the transfer of title from the former trustees to the body corporate. The Act does not mandate that the Registrar-General register the vesting; it just says the vesting happens without conveyance. In practice, the church would need to lodge an application to record the change, supported by the Act and evidence of incorporation. Failure to do so could create a discrepancy between the register and the legal position.

Religious freedom and anti-discrimination laws - The Act requires adherence to specific tenets and the Manual as conditions of membership and incorporation. This likely allows the church to discriminate on the basis of religion in membership and employment, consistent with exceptions in anti-discrimination law (e.g., Anti-Discrimination Act 1977 (NSW), s 56). The Act does not override those exceptions; it reinforces them by defining membership by doctrinal adherence.

Federal constitutional considerations - As a State Act dealing with incorporation of religious bodies, it may engage section 116 of the Constitution (freedom of religion), but only if the Commonwealth were to legislate inconsistently. The Act does not establish a religion or prohibit free exercise; it merely facilitates incorporation of specific churches.

Insolvency and winding up - The Act does not make provision for winding up or dissolution. If a church becomes insolvent or ceases to exist, general law applies. The Supreme Court may have inherent jurisdiction to wind up a statutory corporation. Alternatively, the property may be dealt with under trust law or cy-près if it is held on charitable trusts. The absence of a winding up provision is a gap; there is no statutory mechanism for distributing assets on dissolution.

Other State legislation - The Act does not interact with the Associations Incorporation Act 2009 (NSW), because those churches are incorporated under this specific Act, not as incorporated associations. They are not subject to that Act’s reporting, committee, or financial requirements. This can be an advantage or disadvantage: less red tape but less legal structure.

The source text as provided contains no amendment history, no list of amending Acts, and no indication that any amendment has been made since 1962. The Act is presented as a single consolidated document with no amendment notes, no historical versions, and no references to subsequent legislation.

Based solely on the source, it is not possible to determine whether this Act has ever been amended. The text may be in its original form. This is significant for practitioners because an unamended 1962 Act may contain provisions that are outdated or that conflict with later legislation. For example, the reference to regulations made under the Conveyancing Act 1919 “as amended by subsequent Acts” (ss 4, 8) suggests the drafter anticipated possible amendments to that Act, but does not tell us whether the Conveyancing Act regulations have changed. The Act’s process for filing documents may now be governed by the Real Property Act or the Electronic Conveyancing National Law.

There is no provision in the text for the Governor to make regulations under this Act. The only rule-making power is the church’s power to make by-laws (s 2(2)). This means any procedural updating would require a legislative amendment to the Act itself. Given the specific nature of the Act and the likely small number of churches affected, it is plausible that no amendments have been made. However, the user should verify the current status on the NSW legislation website.

If the Act has been amended, the courtesies of statutory interpretation would apply: amendments may have altered the list of churches in section 4, or added new conditions, or repealed portions. Without the amendment history, an analyst cannot assume the text is current. The absence of amendment details in the source is a limitation; the deep dive can only treat the text as presented.

The source text does not mention any cases, pending litigation, or judicial interpretations of the Act. No court decisions are cited in the body of the Act or in any note. This is consistent with the Act being a private act that has likely had little or no litigious activity.

The absence of litigation history does not mean none exists. Courts may have considered the Act in property disputes, trust matters, or incorporation challenges. However, the source provides no indicia of such cases. A practitioner would need to search NSW case law databases for references to the Act.

Potential areas of litigation could include disputes over the validity of meetings or resolutions (s 10), challenges to the use of the common seal (s 2(7)), questions about whether property vests automatically and what happens if the Registrar-General refuses to accept documents, or disputes about whether a particular person is a member entitled to vote. The Act’s requirement that members accept the Manual and tenets could also lead to doctrinal disputes that a court might be asked to resolve, though courts generally avoid deciding religious doctrine unless necessary for a property or contract issue.

The Act’s sparse provisions on governance (no quorum requirement, no dispute resolution mechanism) may increase the risk of internal disputes going to court. Conversely, the small size and cohesion of the denomination might mean disputes are handled internally.

Without cited cases, this section must note the absence. It is a blank slate; readers should not assume the Act has been litigated or that it has not been. The lack of judicial gloss means the Act’s interpretation is less settled than a heavily litigated statute. Courts will apply ordinary principles of statutory construction to its sparse language.

Several features of the Act may trap the unwary practitioner.

No provision for dissolution or winding up - The Act creates bodies corporate but says nothing about how they can be dissolved. If a church ceases to operate or wants to wind up, there is no statutory mechanism. Property held on charitable trusts would be dealt with under cy-près doctrine, but the corporate entity remains on the register. This can create difficulties for residual beneficiaries or for clearing title to property. Members may need to seek a Supreme Court order for winding up, which is costly.

Three-fourths majority requirement - Section 10 requires a three-fourths majority of members present to carry a resolution. This is a high bar. Combined with the lack of a quorum provision, a small but vocal minority can block changes. If only a handful of members attend a meeting, three-fourths of that handful is still a high proportion. For example, if four members are present, three must vote in favour. This can lead to governance gridlock. A resolution to incorporate under section 7 also requires three-fourths of those present (plus the other conditions). This makes it harder for new churches to incorporate.

Certification from The Mother Church is a precondition - Under section 8(b), a new church must obtain a certification in writing under the seal of The Mother Church in Boston, USA. This is a condition precedent to incorporation. The Act does not say what happens if the Mother Church refuses or delays. There is no appeal or time limit. An Australian church is at the mercy of a foreign private entity for its legal corporate status. This could be seen as an delegation of sovereign power to a religious organisation, but the Act does not define “bona fides” or set criteria for certification.

Automatic vesting may create title issues - Sections 3, 6 and 9 vest property automatically without any deed of transfer. Under the Torrens system, the registered proprietor remains the former trustees until the Registrar-General updates the register. There is no statutory direction to the Registrar-General to record the vesting; it must be initiated by the church. If the church does not apply for registration, the legal title may be split from the beneficial ownership, and third parties dealing with the property may be misled. The Act’s phrase “without the necessity for any conveyance” does not mean without any registration steps. It only removes the need for a private deed.

Common seal formalities - Section 2(7) requires that the seal be affixed only by virtue of a resolution of the majority of the Executive Board present, and in the presence of two board members and the chair or clerk, all of whom must sign. This is more prescriptive than typical company seal requirements (which often allow a director and secretary to sign). If any of these steps are missed, the document may be invalid. There is no provision for electronic execution or for alternatives to the seal. In modern practice, this is cumbersome.

No quorum for meetings - The Act does not specify a quorum for members’ meetings or board meetings. At common law, unless the by-laws provide otherwise, a quorum for an unincorporated association is usually a majority of members. But for the body corporate, the Act is silent. This creates uncertainty. A meeting of only two members could theoretically pass a resolution if the by-laws do not stipulate a quorum. But if a quorum is required, and none is fixed, a court might consider the meeting invalid. Practitioners should ensure by-laws address this gap.

Limited scope of by-laws - Section 2(2) lists eleven matters for which by-laws may be made. It does not include power to borrow money, invest funds, or appoint agents (though these may be incidental to the general powers). If a church needs to borrow, it must rely on the general property power in s 2(4) (which allows mortgage, charge, lien), but the by-laws may not be able to regulate borrowing because it is not a listed topic. By-laws cannot be inconsistent with the Act, so any by-law beyond the list may be ultra vires.

No amendment of the Schedule - The six tenets are set out in the Schedule and referenced in s 2(1). The Act contains no power for the church or the Parliament (by subordinate instrument) to amend the Schedule. Any change to the tenets would require a new Act. This means the doctrine is frozen as at 1962. If the Mother Church later amends the tenets, a church under this Act would still be required to adhere to the 1962 version? The Act says “the tenets set forth in the Schedule”, so the statutory version prevails. This could create a conflict if the church wants to update its doctrine to match the current Mother Church teachings.

No provision for changing the name - The Act assigns fixed names for the bodies corporate (s 2(1), s 4). There is no mechanism to change the name. If First Church, Sydney merges with another, it cannot change its corporate name without a legislative amendment. Similarly, if a church moves location, the name remains tied to the original location (e.g., “First Church of Christ, Scientist, Hornsby” cannot be changed if it moves to Chatswood). This rigidity can cause practical issues.

Potential inconsistency with modern charities law - The Act does not require the body corporate to have a written constitution, but the Manual and tenets are incorporated by reference. This may not satisfy the ACNC’s governance standards, which require a constitution that sets out the charity’s purposes, rules, and appointment processes. The Manual is a US document, not a NSW constitution. Charities may need to adopt additional rules to comply with the ACNC Act.

Compliance with the Act depends on the stage of the church: initial incorporation, ongoing governance, or property transactions.

For a church seeking to incorporate under section 4 (existing named church):

1. Ensure the body exists and its members accept the Christian Science principles, adhere to the six tenets, and adopt the Manual (s 2(1) read with s 4). If membership has drifted, this must be addressed first.
2. Convene a meeting of the members. Give written notice by post at least fourteen days before the meeting, setting out the terms of the proposed incorporation resolution and the names of the proposer and seconder (s 10). The notice must be sent to every member.
3. At the meeting, the resolution must be carried by a vote of at least three-fourths of the members present. The Act does not state a quorum, so to be safe, ensure a quorum exists as per the body’s rules or, if none, adopt a reasonable quorum (e.g., a majority of members).
4. Obtain a certified copy of the resolution under the hand of the chairman and the clerk (s 4(a)).
5. Obtain a copy of the rules of the body or association, certified by the clerk (s 4(b)). If there are no written rules, the church should adopt rules beforehand.
6. File both documents with the Registrar-General in the manner prescribed by regulations under the Conveyancing Act 1919. The filing may be at the NSW Land Registry Services. The church should check current practice: the Act references regulations that may have been updated. Filing may require paying a fee and using approved forms.
7. Upon filing, the body corporate comes into existence. The church should then arrange to have its property title updated to reflect the new corporate owner, using the vesting provisions in section 6. This may require lodging a statutory declaration and the Act’s details with the Registrar-General to record the change.

For a church seeking to incorporate under section 7 (future church):

• Same steps as above, but with additional conditions:
  • The body must have at least sixteen persons, including at least four members of The Mother Church in Boston (s 7).
  • The body must have been in existence at least six months before the resolution (s 8(a)).
  • Obtain a written certification under the seal of The Mother Church attesting to the bona fides of the body (s 8(b)). This requires contacting the Mother Church and obtaining the document. Start this process well in advance.
  • The resolution must be carried by three-fourths of members present (s 8(d)).
  • File with the Registrar-General: (i) a copy of the resolution, (ii) a certificate from the chairman stating the meeting was duly convened and the resolution was carried by three-fourths, (iii) a copy of the rules, and (iv) the Mother Church’s certification (s 8(d)).
• On filing, the body corporate comes into existence (s 7) and property vests under section 9.

For ongoing governance of any incorporated church:

• The Executive Board must be appointed pursuant to by-laws (s 2(5)). Ensure by-laws are in place covering the eleven topics in s 2(2). By-laws must be made by a three-fourths majority resolution under s 10.
• Maintain the common seal securely. The seal may only be affixed by resolution of the majority of the Executive Board present at a meeting, and in the presence of two board members and the chair or clerk, who must sign (s 2(6), (7)). Keep a register of seal usage.
• Hold meetings in accordance with by-laws. For any resolution required by the Act (including by-law amendments), give 14 days written notice with the terms and names of proposer and seconder (s 10).
• Comply with any trusts affecting property (s 2(4)). If the church holds property on trust, ensure minutes record that decisions comply with trust terms. Obtain legal advice before disposing of trust property.
• File no annual returns with the state under this Act, but comply with ACNC requirements if registered as a charity, and with any other applicable laws (e.g., fundraising licences).
• If the church wishes to change its by-laws, follow the same meeting and voting procedure as for making them (s 2(3)). The three-fourths majority applies.

For property transactions:

• Before selling, mortgaging, or leasing property, the Executive Board should pass a resolution authorising the transaction, and if the by-laws or a membership resolution require member approval, obtain that by a three-fourths vote if required (s 2(5)).
• Execute the document using the common seal, following the strict formalities of s 2(7). The document must be signed by two board members and the chair or clerk. The seal must be affixed by virtue of a resolution (minute the resolution).
• After execution, lodge the document with the relevant authority (e.g., Land Registry Services for land transfers). Attach a copy of the resolution authorising the use of the seal if required by the Registrar.
• For purchases, the church may hold property in its corporate name. No special steps under the Act beyond normal conveyancing.

General advice:

• Keep up to date on whether the Conveyancing Act regulations have changed the filing procedure for incorporation documents. The Act references “regulations made under the Conveyancing Act 1919, as amended by subsequent Acts”. Check the current version of those regulations.
• Monitor any amendments to the Churches of Christ, Scientist, Incorporation Act itself. As the source text shows no amendment history, practitioners should verify on NSW legislation website.
• Consider whether the church should also incorporate under the Associations Incorporation Act 2009 for more modern governance provisions. That would likely require dissolution of this body corporate first, which is not provided for in this Act - so it may not be possible.
• Seek legal advice on the interaction with the ACNC and taxation laws, as the Act does not address these. The church’s charitable status may require additional compliance steps.