Sch 2Relevant interests, associates, and related corporations

Schedule 2—Relevant interests, associates, and related corporations (Section 4 of this Law) Part 1—Relevant interests 1—Terminology used in this Part (1) This clause applies for the purposes of this Part. (2) Power to vote in relation to a right to vote is power to exercise, or to control the exercise of, the right to vote. (3) A reference to power to dispose of a share includes a reference to power to exercise control over the disposal of the share. (4) A reference to power or control includes a reference to power or control that is direct or indirect or is, or can be, exercised because of, by means of, in breach of, or by revocation of, trusts, agreements and practices, or any of them, whether or not they are enforceable. (5) Power to vote in relation to a right to vote, or power to dispose of a share, that is exercisable by 2 or more persons jointly is taken to be exercisable by either or any of those persons. (6) A reference to a controlling interest includes a reference to an interest that gives control. 2—Basic rules—relevant interests (1) In this Law (unless otherwise provided), relevant interest has a meaning determined under this Part. (2) A person who has power to vote in relation to a right to vote has a relevant interest in the right to vote. (3) A person who has power to dispose of a share has a relevant interest in the share. 3—Control of corporation having power in relation to a share If a corporation has, or is by this Part taken to have— (a) power to vote in relation to a right to vote; or (b) power to dispose of a share, a person is taken for the purposes of this Part to have in relation to the right to vote or share the same power as the corporation has, or is taken to have, if— (c) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act under the directions, instructions or wishes of the person in relation to the exercise of the power referred to in paragraph (a) or (b); or (d) the person has a controlling interest in the corporation. 4—Control of 20% of voting power in corporation having power in relation to a share If a corporation or an associate of a corporation has, or is by this Part (other than this clause) taken to have— (a) power to vote in relation to a right to vote; or (b) power to dispose of a share, a person is taken for the purposes of this Part to have in relation to the right to vote or share the same power as the corporation or associate has, or is taken to have, if— (c) the person has; or (d) an associate of the person has; or (e) associates of the person together have; or (f) the person and an associate or associates of the person together have, power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation. 5—Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest If— (a) a person— (i) has entered into an agreement with another person with respect to an issued share or right to vote in which the other person has a relevant interest; or (ii) has a right enforceable against another person in relation to an issued share or right to vote in which the other person has a relevant interest, whether the right is enforceable presently or in the future and whether or not it is enforceable on the fulfilment of a condition; or (iii) has an option granted by another person, or has granted to another person an option, with respect to an issued share or right to vote in which the other person has a relevant interest; and (b) the first‑mentioned person would have a relevant interest in the share or right to vote on performance of the agreement, enforcement of the right, or exercise of the option, the first‑mentioned person is taken for the purposes of this Part to have that relevant interest in the share or right to vote. 6—Control of corporation having a relevant interest by virtue of clause 5 If a corporation is taken under clause 5 to have a relevant interest in a share in or right to vote at meetings of a co‑operative, a person is taken for the purposes of this Part to have a relevant interest in the share or right to vote if— (a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act under the directions, instructions or wishes of the person in relation to the exercise of power to vote in relation to the right to vote or power to dispose of the shares; or (b) the person has a controlling interest in the corporation; or (c) the person has power to vote in relation to the right to vote attached to not less than 20% of the voting shares in the corporation. 7—Matters not affecting application of Part (1) It is immaterial for the purposes of this Part whether or not power to vote in relation to a right to vote, or power to dispose of a share— (a) is express or implied or formal or informal; or (b) is exercisable by a person alone or jointly with another person or persons; or (c) cannot be related to a particular share; or (d) is, or can be made, subject to restraint or restriction. (2) A relevant interest in a share or right to vote is not to be disregarded merely because of either or both of the following: (a) its remoteness; (b) how it arose. 8—Corporation may have a relevant interest in its own shares A corporation may, by virtue of this Part, be considered to have a relevant interest in a share in or right to vote arising from membership of the corporation itself. 9—Exclusions—money‑lenders (a) the person's ordinary business includes lending money; and (b) the person has authority to exercise powers as the holder of the relevant interest only because of a security given for a transaction entered into in the ordinary course of business in connection with lending money, other than a transaction entered into with an associate of the person. 10—Exclusions—certain trustees (a) the share or right is subject to a trust; and (b) the person has the relevant interest as a trustee of the trust; and (c) either— (i) a beneficiary under the trust is taken under clause 5 to have a relevant interest in the share or right because the beneficiary has a presently enforceable and unconditional right referred to in clause 5(b); or (ii) the person is a bare trustee. 11—Exclusions—instructions to securities dealer to dispose of share (a) the person's ordinary business includes dealing in securities; and (b) the person has authority to exercise powers as the holder of the relevant interest only because of instructions given to the person, by or on behalf of another person, to dispose of the share on the other person's behalf in the ordinary course of the business. 12—Exclusions—honorary proxies A relevant interest of a person in a share or right to vote is to be disregarded if the person has it only because of having been appointed, otherwise than for valuable consideration given by the person or an associate of the person, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation. 13—Exclusions—holders of prescribed offices A relevant interest of a person in a share or right to vote is to be disregarded if the person has it because of holding an office prescribed by the National Regulations. 14—Prescribed exclusions The National Regulations may provide that a relevant interest in a share is, in specified circumstances and subject to specified conditions (if any), to be disregarded for the purposes of a provision of this Law. 15—Effect of Schedule (1) Nothing in this Schedule limits the generality of anything else in it. (2) A person does not have a relevant interest in a share of a co‑operative or a right to vote in relation to a co‑operative except as provided in this Schedule. 16—Relevant interest—corporation other than co‑operative A reference in this Law (including this Schedule) to a relevant interest in a share of a corporation other than a co‑operative or a right to vote in relation to a corporation other than a co‑operative is to be construed under the Corporations Act. Part 2—Associates 17—Effect of Part (1) In this Law (unless otherwise provided), associate has a meaning determined under this Part. (2) A person is not an associate of another person except as provided by this Part. 18—Associates of a corporation The associates of a corporation include the following: (a) a director or secretary of the corporation; (b) a related corporation; (c) a director or secretary of a related corporation. 19—Matters relating to voting rights (1) If a reference to an associate of a person relates to— (a) the extent of power to exercise, or to control the exercise of, the voting power attached to voting shares in or arising from membership of a corporation; or (b) the person's entitlement to shares in a corporation; or (c) an offer to purchase shares to which Division 2 of Chapter 3 Part 5 applies, the reference includes a reference to another person with whom the person has entered into, or proposes to enter into, an agreement referred to in subclause (2). (2) Subclause (1) applies to an agreement— (a) because of which one of the persons referred to in subclause (1) has, or will have, power (even if it is in any way qualified)— (i) to exercise; or (ii) to control, directly or indirectly, the exercise of; or (iii) to influence substantially the exercise of, any voting power attached to shares in the corporation; or (b) for the purpose of controlling or influencing— (i) the composition of the corporation's board; or (ii) the conduct of affairs of the corporation; or (c) under which one of the persons— (i) will or may acquire; or (ii) may be required by the other to acquire, shares in the corporation in which the other has a relevant interest; or (d) under which one of the persons may be required to dispose of shares in the corporation in accordance with the other's directions. (3) Subclause (1) applies despite any other effect the agreement may have. (4) In relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person. 20—General (1) A reference to an associate of a person includes a reference to— (a) another person in concert with whom the person is acting or proposes to act; and (b) another person who, under the National Regulations, is, for the purposes of the provision in which the reference occurs, an associate of the person; and (c) another person with whom the person is or proposes to become associated, whether formally or informally, in any other way, in relation to the matter to which the reference relates. (2) If a person has entered, or proposes to enter, into a transaction, or has done, or proposes to do, an act or thing, in order to become associated with another person as referred to in an applicable provision of this Part, a reference to an associate of the person includes a reference to the other person. 21—Exclusions A person is not an associate of another person by virtue of clause 19 or 20(1), or by virtue of clause 20(2) as it applies in relation to clause 19 or 20(1), merely because of one or more of the following: (a) one gives advice to the other, or acts on the other's behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship; (b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in securities, to acquire shares on the client's behalf in the ordinary course of that business; (c) one has made, or proposes to make, to the other an offer to which Division 2 of Chapter 3 Part 5 applies, in relation to shares held by the other; (d) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation. Part 3—Related corporations 22—Related corporations For the purposes of this Law, a corporation is taken to be related to— (a) another corporation that is its subsidiary; and (b) another corporation of which it is a subsidiary; and (c) another corporation if both it and that other corporation are subsidiaries of the same corporation. Schedule 3—Savings and transitional provisions (Section 624 of this Law) 1—Entitlements of former members of trading or distributing co‑operatives It is intended that the Co‑operatives National Law Act of this jurisdiction may provide that a reference in Division 5 of Chapter 2 Part 6 of this Law to the period of 2 years is taken to be a reference to another period in a case where the cancellation of membership concerned occurred before the commencement of that Division in this jurisdiction. 2—Application of Chapter 5 to existing registered foreign co‑operatives not incorporated under corresponding law (1) This clause applies to a body that was a foreign co‑operative registered under the repealed legislation of this jurisdiction immediately before the commencement of this clause in this jurisdiction but that is not registered and incorporated under a corresponding co‑operatives law. (2) The co‑operative is taken to be a participating co‑operative authorised to carry on business in this jurisdiction under Chapter 5, and that Chapter applies accordingly. 3—Maximum permissible level of share interest (1) This clause applies where, immediately before the commencement of this clause in this jurisdiction— (a) a person lawfully had a relevant interest in shares of a co‑operative; and (b) the nominal value of the person's shares was a percentage (the relevant percentage) of the issued share capital of the co‑operative that is more than 20% of the nominal value of the issued share capital. (2) The maximum of 20% stated by section 363(1) is taken to be increased for the person by force of this clause to a maximum equal to the relevant percentage. 4—Receivers of property Nothing in section 418 of the Corporations Act as applying under section 393 prevents a person from acting as receiver of property of a co‑operative under an appointment validly made before the commencement of this clause in this jurisdiction. Schedule 4—Miscellaneous provisions relating to interpretation (Section 5 of this Law) 1—Displacement of Schedule by contrary intention The application of this Schedule may be displaced, wholly or partly, by a contrary intention appearing in this Law. Part 2—General 2—Law to be construed not to exceed legislative power of Legislature (1) This Law is to be construed as operating to the full extent of, but so as not to exceed, the legislative power of the Legislature of this jurisdiction. (2) If a provision of this Law, or the application of a provision of this Law to a person, subject matter or circumstance, would, but for this clause, be construed as being in excess of the legislative power of the Legislature of this jurisdiction— (a) it is a valid provision to the extent to which it is not in excess of the power; and (b) the remainder of this Law, and the application of the provision to other persons, subject matters or circumstances, is not affected. (3) This clause applies to this Law in addition to, and without limiting the effect of, any provision of this Law. 3—Every section to be a substantive enactment Every section of this Law has effect as a substantive enactment without introductory words. 4—Material that is, and is not, part of this Law (1) The heading to a Chapter, Part, Division or Subdivision into which this Law is divided is part of this Law. (2) A Schedule to this Law is part of this Law. (3) Punctuation in this Law is part of this Law. (4) A heading to a section or subsection of this Law does not form part of this Law. (5) Notes included in this Law (including footnotes and endnotes) are part of this Law. 5—References to particular Acts and to enactments (a) an Act of this jurisdiction may be cited— (ii) by reference to the year in which it was passed and its number; and (b) a Commonwealth Act may be cited— (ii) in another way sufficient in a Commonwealth Act for the citation of such an Act, together with a reference to the Commonwealth; and (c) an Act of another jurisdiction may be cited— (ii) in another way sufficient in an Act of the jurisdiction for the citation of such an Act, together with a reference to the jurisdiction. 6—References taken to be included in Law or Act citation etc (1) A reference in this Law to this Law or an Act includes a reference to— (a) this Law or the Act as originally enacted, and as amended from time to time since its original enactment; and (b) if this Law or the Act has been repealed and re‑enacted (with or without modification) since the enactment of the reference—the Act as re‑enacted, and as amended from time to time since its re‑enactment. (2) A reference in this Law to a provision of this Law or of an Act includes a reference to— (a) the provision as originally enacted, and as amended from time to time since its original enactment; and (b) if the provision has been omitted and re‑enacted (with or without modification) since the enactment of the reference—the provision as re‑enacted, and as amended from time to time since its re‑enactment. (3) Subclauses (1) and (2) apply to a reference in this Law to a law of the Commonwealth or another jurisdiction in the same way as they apply to a reference in this Law to an Act and to a provision of an Act. 7—Interpretation best achieving Law's purpose or object (1) In the interpretation of a provision of this Law, the interpretation that will best achieve the purpose or object of this Law is to be preferred to any other interpretation. (2) Subclause (1) applies whether or not the purpose or object is expressly stated in this Law. 8—Use of extrinsic material in interpretation (1) In this clause— extrinsic material means relevant material not forming part of this Law, including, for example— (a) material that is set out in the document containing the text of this Law as printed by the Government Printer; and (b) a relevant report of a Royal Commission, Law Reform Commission, commission or committee of inquiry, or a similar body, that was laid before the Legislature or a House of the Legislature of this jurisdiction before the provision concerned was enacted; and (c) a relevant report of a committee of the Legislature or a House of the Legislature of this jurisdiction that was made before the provision concerned was enacted; and (d) a treaty or other international agreement that is referred to in this Law; and (e) an explanatory note or memorandum relating to the Bill that contained the provision concerned, or any relevant document, that was laid before, or given to the members of, the Legislature or a House of the Legislature of this jurisdiction by the member introducing or bringing in the Bill before the provision was enacted; and (f) the speech made to the Legislature or a House of the Legislature of this jurisdiction by the member in moving a motion that the Bill be read a second time; and (g) material in the votes and proceedings or other official records of the Legislature or a House of the Legislature of this jurisdiction of the proceedings of or debates in the Legislature or House; and (h) a document that is declared by this Law to be a relevant document for the purposes of this clause; ordinary meaning means the ordinary meaning conveyed by a provision having regard to its context in this Law and to the purpose of this Law. (2) Subject to subclause (3), in the interpretation of a provision of this Law consideration may be given to extrinsic material capable of assisting in the interpretation— (a) if the provision is ambiguous or obscure—to provide an interpretation of it; or (b) if the ordinary meaning of the provision leads to a result that is manifestly absurd or is unreasonable—to provide an interpretation that avoids such a result; or (c) in any other case—to confirm the interpretation conveyed by the ordinary meaning of the provision. (3) In determining whether consideration should be given to extrinsic material, and in determining the weight to be given to extrinsic material, regard is to be had to— (a) the desirability of a provision being interpreted as having its ordinary meaning; and (b) the undesirability of prolonging proceedings without compensating advantage; and (c) other relevant matters. 9—Effect of change of drafting practice If— (a) a provision of this Law expresses an idea in particular words; and (b) a provision enacted later appears to express the same idea in different words for the purpose of implementing a different legislative drafting practice, including, for example— (i) the use of a clearer or simpler style; or (ii) the use of gender‑neutral language, the ideas must not be taken to be different merely because different words are used. 10—Use of examples If this Law includes an example of the operation of a provision— (a) the example is not exhaustive; and (b) the example does not limit, but may extend, the meaning of the provision; and (c) the example and the provision are to be read in the context of each other and the other provisions of this Law, but, if the example and the provision so read are inconsistent, the provision prevails. 11—Compliance with forms (1) If a form is prescribed or approved by or for the purpose of this Law, strict compliance with the form is not necessary and substantial compliance is sufficient. (2) If a form prescribed or approved by or for the purpose of this Law requires— (a) the form to be completed in a specified way; or (b) specified information or documents to be included in, attached to or given with the form; or (c) the form, or information or documents included in, attached to or given with the form, to be verified in a specified way, the form is not properly completed unless the requirement is complied with. Part 3—Terms and references 12—Definitions (1) In this Law— Act means an Act of the Legislature of this jurisdiction; adult means an individual who is of or above the age of 18 years; affidavit, in relation to a person allowed by law to affirm, declare or promise, includes affirmation, declaration and promise; amend includes— (a) omit or substitute; or (b) alter or vary; or (c) amend by implication; appoint includes reappoint; Australia means the Commonwealth of Australia but, when used in a geographical sense, does not include an external Territory; business day means a day that is not— (a) a Saturday or Sunday; or (b) a public holiday, special holiday or bank holiday in the place in which any relevant act is to be or may be done; calendar month means a period starting at the beginning of any day of 1 of the 12 named months and ending— (a) immediately before the beginning of the corresponding day of the next named month; or (b) if there is no such corresponding day—at the end of the next named month; calendar year means a period of 12 months beginning on 1 January; commencement, in relation to this Law or an Act or a provision of this Law or an Act, means the time at which this Law, the Act or provision comes into operation; Commonwealth means the Commonwealth of Australia but, when used in a geographical sense, does not include an external Territory; confer, in relation to a duty, includes impose; contravene includes fail to comply with; country includes— (a) a federation; or (b) a state, province or other part of a federation; date of assent, in relation to an Act, means the day on which the Act receives the Royal Assent; definition means a provision of this Law (however expressed) that— (a) gives a meaning to a word or expression; or (b) limits or extends the meaning of a word or expression; document means any record of information, and includes— (a) any paper or other material on which there is writing; or (b) any paper or other material on which there are marks, figures, symbols or perforations having a meaning for a person qualified to interpret them; or (c) any computer, disc, tape or other article or any material from which sounds, images, writings or messages are capable of being reproduced (with or without the aid of another article or device); or (d) a map, plan, drawing or photograph; electronic communication means— (a) a communication of information in the form of data, text or images by means of guided or unguided electromagnetic energy, or both; or (b) a communication of information in the form of sound by means of guided or unguided electromagnetic energy, or both, where the sound is processed at its destination by an automated voice recognition system; estate includes easement, security interest, right, title, claim, demand or encumbrance, whether at law or in equity; exercise a function includes perform a function; expire includes lapse or otherwise cease to have effect; external Territory means a Territory, other than an internal Territory, for the government of which as a Territory provision is made by a Commonwealth Act; fail includes refuse; financial year means a period of 12 months beginning on 1 July; foreign country means a country (whether or not an independent sovereign State) outside Australia and the external Territories; function includes a power, authority or duty; Gazette means the Government Gazette of this jurisdiction; Gazette notice means a notice published in the Gazette; gazetted means published in the Gazette; Government Printer means the Government Printer of a jurisdiction, and includes any other person authorised by the Government of a jurisdiction to print an Act or instrument; House of a Legislature includes, in the case of a Territory, the Legislative Assembly of that Territory; individual means a natural person; information system means a system for generating, sending, receiving, storing or otherwise processing electronic communications; insert, in relation to a provision of this Law, includes substitute; instrument includes a statutory instrument; interest, in relation to land or other property, means— (a) a legal or equitable estate in the land or other property; or (b) a right, power or privilege over, or in relation to, the land or other property; internal Territory means the Australian Capital Territory, the Jervis Bay Territory or the Northern Territory; Jervis Bay Territory means the Territory referred to in the Jervis Bay Territory Acceptance Act 1915 of the Commonwealth; make includes issue or grant; minor means an individual who is under the age of 18 years; modification includes addition, omission or substitution; month means a calendar month; named month means 1 of the 12 months of the year; Northern Territory means the Northern Territory of Australia; number means— (a) a number expressed in figures or words; or (b) a letter; or (c) a combination of a number so expressed and a letter; oath, in relation to a person allowed by law to affirm, declare or promise, includes affirmation, declaration or promise; office includes position; omit, in relation to a provision of this Law or an Act, includes repeal; party includes an individual or a body politic or corporate; penalty includes forfeiture or punishment; person includes an individual or a body politic or corporate; power includes authority; prescribed means prescribed by, or by regulations made or in force for the purposes of or under, this Law; printed includes typewritten, lithographed or reproduced by any mechanical means; proceedings means legal or other action or proceedings; property means any legal or equitable estate or interest (whether present or future, vested or contingent, or tangible or intangible) in real or personal property of any description (including money), and includes things in action; provision, in relation to this Law or an Act, means words or other matter that form or forms part of this Law or the Act, and includes— (a) a Chapter, Part, Division, Subdivision, section, subsection, paragraph, subparagraph, sub‑subparagraph or Schedule of or to this Law or the Act; or (b) a clause, subclause, section, subsection, item, column, table or form of or in a Schedule to this Law or the Act; or (c) the long title and any preamble to the Act; record includes information stored or recorded by means of a computer; repeal includes— (a) revoke or rescind; or (b) repeal by implication; or (c) abrogate or limit the effect of this Law or the instrument concerned; or (d) exclude from, or include in, the application of this Law or the instrument concerned any person, subject matter or circumstance; sign includes the affixing of a seal or the making of a mark; statutory declaration means a declaration made under an Act, or under a Commonwealth Act or an Act of another jurisdiction, that authorises a declaration to be made otherwise than in the course of judicial proceedings; statutory instrument means an instrument (including a regulation) made or in force under or for the purposes of this Law, and includes an instrument made or in force under any such instrument; swear, in relation to a person allowed by law to affirm, declare or promise, includes affirm, declare or promise; word includes any symbol, figure or drawing; writing includes any mode of representing or reproducing words in a visible form; year, without specifying the type of year, means calendar year. (2) In a statutory instrument— the Law means this Law. 13—Provisions relating to defined terms and gender and number (1) If this Law defines a word or expression, other parts of speech and grammatical forms of the word or expression have corresponding meanings. (2) Definitions in or applicable to this Law apply except so far as the context or subject matter otherwise indicates or requires. (3) In this Law, words indicating a gender include each other gender. (4) In this Law— (a) words in the singular include the plural; and (b) words in the plural include the singular. 14—Meaning of may and must etc (1) In this Law, the word "may", or a similar word or expression, used in relation to a power indicates that the power may be exercised or not exercised, at discretion. (2) In this Law, the word "must", or a similar word or expression, used in relation to a power indicates that the power is required to be exercised. (3) This clause has effect despite any rule of construction to the contrary. 15—Words and expressions used in statutory instruments (1) Words and expressions used in a statutory instrument have the same meanings as they have, from time to time, in this Law or relevant provisions of this Law, under or for the purposes of which the instrument is made or in force. (2) This clause has effect in relation to an instrument except so far as the contrary intention appears in the instrument. 16—Effect of express references to bodies corporate and individuals In this Law, a reference to a person generally (whether the expression "person", "party", "someone", "anyone", "no‑one", "one", "another" or "whoever" or another expression is used)— (a) does not exclude a reference to a body corporate or an individual merely because elsewhere in this Law there is particular reference to a body corporate (however expressed); and (b) does not exclude a reference to an individual or a body corporate merely because elsewhere in this Law there is particular reference to an individual (however expressed). 17—Production of records kept in computers etc If a person who keeps a record of information by means of a mechanical, electronic or other device is required by or under this Law— (a) to produce the information or a document containing the information to a court, tribunal or person; or (b) to make a document containing the information available for inspection by a court, tribunal or person, then, unless the court, tribunal or person otherwise directs— (c) the requirement obliges the person to produce or make available for inspection, as the case may be, a document that reproduces the information in a form capable of being understood by the court, tribunal or person; and (d) the production to the court, tribunal or person of the document in that form complies with the requirement. 18—References to this jurisdiction to be implied (a) a reference to an officer, office or statutory body is a reference to such an officer, office or statutory body in and for this jurisdiction; and (b) a reference to a locality or other matter or thing is a reference to such a locality or other matter or thing in and of this jurisdiction. 19—References to officers and holders of offices In this Law, a reference to a particular officer, or to the holder of a particular office, includes a reference to the person for the time being occupying or acting in the office concerned. 20—Reference to certain provisions of Law (1) If a provision of this Law refers— (a) to a Chapter, Part, section or Schedule by a number and without reference to this Law—the reference is a reference to the Chapter, Part, section or Schedule, designated by the number, of or to this Law; or (b) to a Schedule without reference to it by a number and without reference to this Law—the reference, if there is only one Schedule to this Law, is a reference to the Schedule; or (c) to a Division, Subdivision, subsection, paragraph, subparagraph, sub‑subparagraph, clause, subclause, item, column, table or form by a number and without reference to this Law—the reference is a reference to— (i) the Division, designated by the number, of the Part in which the reference occurs; and (ii) the Subdivision, designated by the number, of the Division in which the reference occurs; and (iii) the subsection, designated by the number, of the section in which the reference occurs; and (iv) the paragraph, designated by the number, of the section, subsection, Schedule or other provision in which the reference occurs; and (v) the paragraph, designated by the number, of the clause, subclause, item, column, table or form of or in the Schedule in which the reference occurs; and (vi) the subparagraph, designated by the number, of the paragraph in which the reference occurs; and (vii) the subsubparagraph, designated by the number, of the subparagraph in which the reference occurs; and (viii) the clause, subclause, item, column, table or form, designated by the number, of or in the Schedule in which the reference occurs, as the case requires. (2) If a provision of a Schedule to this Law refers to a section by a number and without reference to this Law and the Schedule is divided into sections—the reference is (despite subclause (1)(a)) a reference to the section designated by that number of the Schedule. 21—Reference to provisions of this Law or an Act is inclusive In this Law, a reference to a portion of this Law or an Act includes— (a) a reference to the Chapter, Part, Division, Subdivision, section, subsection or other provision of this Law or the Act referred to that forms the beginning of the portion; and (b) a reference to the Chapter, Part, Division, Subdivision, section, subsection or other provision of this Law or the Act referred to that forms the end of the portion. For example, a reference to "sections 5 to 9" includes both section 5 and section 9. It is not necessary to refer to "sections 5 to 9 (both inclusive)" to ensure that the reference is given an inclusive interpretation. Part 4—Functions 22—Exercise of statutory functions (1) If this Law confers a function on a person or body, the function may be exercised from time to time as occasion requires. (2) If this Law confers a function on a particular officer or the holder of a particular office, the function may be exercised by the person for the time being occupying or acting in the office concerned. (3) If this Law confers a function on a body (whether or not incorporated), the exercise of the function is not affected merely because of vacancies in the membership of the body. 23—Power to make instrument or decision includes power to amend or repeal If this Law authorises or requires the making of an instrument or decision— (a) the power includes power to amend or repeal the instrument or decision; and (b) the power to amend or repeal the instrument or decision is exercisable in the same way, and subject to the same conditions, as the power to make the instrument or decision. 24—Matters for which statutory instruments may make provision (1) If this Law authorises or requires the making of a statutory instrument in relation to a matter, a statutory instrument made under this Law may make provision for the matter by applying, adopting or incorporating (with or without modification) the provisions of— (a) an Act or statutory instrument; or (b) another document (whether of the same or a different kind), as in force at a particular time or as in force from time to time. (2) If a statutory instrument applies, adopts or incorporates the provisions of a document, the statutory instrument applies, adopts or incorporates the provisions as in force from time to time, unless the statutory instrument otherwise expressly provides. (3) A statutory instrument may— (a) apply generally throughout this jurisdiction or be limited in its application to a particular part of this jurisdiction; or (b) apply generally to all persons, matters or things or be limited in its application to— (i) particular persons, matters or things; or (ii) particular classes of persons, matters or things; or (c) otherwise apply generally or be limited in its application by reference to specified exceptions or factors. (4) A statutory instrument may— (a) apply differently according to different specified factors; or (b) otherwise make different provision in relation to— (i) different persons, matters or things; or (ii) different classes of persons, matters or things. (5) A statutory instrument may authorise a matter or thing to be from time to time determined, applied or regulated by a specified person or body. (6) If this Law authorises or requires a matter to be regulated by statutory instrument, the power may be exercised by prohibiting by statutory instrument the matter or any aspect of the matter. (7) If this Law authorises or requires provision to be made with respect to a matter by statutory instrument, a statutory instrument made under this Law may make provision with respect to a particular aspect of the matter despite the fact that provision is made by this Law in relation to another aspect of the matter or in relation to another matter. (8) A statutory instrument may provide for the review of, or a right of appeal against, a decision made under the statutory instrument, or this Law, and may, for that purpose, confer jurisdiction on any court, tribunal, person or body. (9) A statutory instrument may require a form prescribed by or under the statutory instrument, or information or documents included in, attached to or given with the form, to be verified by statutory declaration. 25—Presumption of validity and power to make statutory instrument (1) All conditions and preliminary steps required for the making of a statutory instrument are presumed to have been satisfied and performed in the absence of evidence to the contrary. (2) A statutory instrument is taken to be made under all powers under which it may be made, even though it purports to be made under this Law or a particular provision of this Law. 26—Appointments may be made by name or office (1) If this Law authorises or requires a person or body— (a) to appoint a person to an office; or (b) to appoint a person or body to exercise a power; or (c) to appoint a person or body to do another thing, the person or body may make the appointment by— (d) appointing a person or body by name; or (e) appointing a particular officer, or the holder of a particular office, by reference to the title of the office concerned. (2) An appointment of a particular officer, or the holder of a particular office, is taken to be the appointment of the person for the time being occupying or acting in the office concerned. 27—Acting appointments (1) If this Law authorises a person or body to appoint a person to act in an office, the person or body may, in accordance with this Law, appoint— (a) a person by name; or (b) a particular officer, or the holder of a particular office, by reference to the title of the office concerned, to act in the office. (2) The appointment may be expressed to have effect only in the circumstances specified in the instrument of appointment. (3) The appointer may— (a) determine the terms and conditions of the appointment, including remuneration and allowances; and (b) terminate the appointment at any time. (4) The appointment, or the termination of the appointment, must be in, or evidenced by, writing signed by the appointer. (5) The appointee must not act for more than one year during a vacancy in the office. (6) If the appointee is acting in the office otherwise than because of a vacancy in the office and the office becomes vacant, then, subject to subclause (2), the appointee may continue to act until— (a) the appointer otherwise directs; or (b) the vacancy is filled; or (c) the end of a year from the day of the vacancy, whichever happens first. (7) The appointment ceases to have effect if the appointee resigns by writing signed and delivered to the appointer. (8) While the appointee is acting in the office— (a) the appointee has all the powers and other functions of the holder of the office; and (b) this Law and other laws apply to the appointee as if the appointee were the holder of the office. (9) Anything done by or in relation to a person purporting to act in the office is not invalid merely because— (a) the occasion for the appointment had not arisen; or (b) the appointment had ceased to have effect; or (c) the occasion for the person to act had not arisen or had ceased. (10) If this Law authorises the appointer to appoint a person to act during a vacancy in the office, an appointment to act in the office may be made by the appointer whether or not an appointment has previously been made to the office. 28—Powers of appointment imply certain incidental powers (1) If this Law authorises or requires a person or body to appoint a person to an office— (a) the power may be exercised from time to time as occasion requires; and (b) the power includes— (i) power to remove or suspend, at any time, a person appointed to the office; and (ii) power to appoint another person to act in the office if a person appointed to the office is removed or suspended; and (iii) power to reinstate or reappoint a person removed or suspended; and (iv) power to appoint a person to act in the office if it is vacant (whether or not the office has ever been filled); and (v) power to appoint a person to act in the office if the person appointed to the office is absent or is unable to discharge the functions of the office (whether because of illness or otherwise). (2) The power to remove or suspend a person under subclause (1)(b) may be exercised even if this Law provides that the holder of the office to which the person was appointed is to hold office for a specified period. (3) The power to make an appointment under subclause (1)(b) may be exercised from time to time as occasion requires. (4) An appointment under subclause (1)(b) may be expressed to have effect only in the circumstances specified in the instrument of appointment. 29—Delegations (1) If this Law authorises a person or body to delegate a function, the person or body may, in accordance with this Law and any other applicable law, delegate the function to— (a) a person or body by name; or (b) a specified officer, or the holder of a specified office, by reference to the title of the office concerned. (2) The delegation may be— (a) general or limited; and (b) made from time to time; and (c) revoked, wholly or partly, by the delegator. (3) The delegation, or a revocation of the delegation, must be in, or evidenced by, writing signed by the delegator or, if the delegator is a body, by a person authorised by the body for the purpose. (4) A delegated function may be exercised only in accordance with any conditions to which the delegation is subject. (5) The delegate may, in the exercise of a delegated function, do anything that is incidental to the delegated function. (6) A delegated function that purports to have been exercised by the delegate is taken to have been properly exercised by the delegate unless the contrary is proved. (7) A delegated function that is properly exercised by the delegate is taken to have been exercised by the delegator. (8) If, when exercised by the delegator, a function is dependent on the delegator's opinion, belief or state of mind, then, when exercised by the delegate, the function is dependent on the delegate's opinion, belief or state of mind. (9) If— (a) the delegator is a specified officer or the holder of a specified office; and (b) the person who was the specified officer or holder of the specified office when the delegation was made ceases to be the holder of the office, (c) the delegation continues in force; and (d) the person for the time being occupying or acting in the office concerned is taken to be the delegator for the purposes of this clause. (10) If— (a) the delegator is a body; and (b) there is a change in the membership of the body, (c) the delegation continues in force; and (d) the body as constituted for the time being is taken to be the delegator for the purposes of this clause. (11) If a function is delegated to a specified officer or the holder of a specified office— (a) the delegation does not cease to have effect merely because the person who was the specified officer or the holder of the specified office when the function was delegated ceases to be the officer or the holder of the office; and (b) the function may be exercised by the person for the time being occupying or acting in the office concerned. (12) A function that has been delegated may, despite the delegation, be exercised by the delegator. (13) The delegation of a function does not relieve the delegator of the delegator's obligation to ensure that the function is properly exercised. (14) Subject to subclause (15), this clause applies to a subdelegation of a function in the same way as it applies to a delegation of a function. (15) If this Law authorises the delegation of a function, the function may be subdelegated only if the Law expressly authorises the function to be subdelegated. 30—Exercise of powers between enactment and commencement (1) If a provision of this Law (the empowering provision) that does not commence on its enactment would, had it commenced, confer a power— (a) to make an appointment; or (b) to make a statutory instrument of a legislative or administrative character; or (c) to do another thing, (d) the power may be exercised; and (e) anything may be done for the purpose of enabling the exercise of the power or of bringing the appointment, instrument or other thing into effect, before the empowering provision commences. (2) If an instrument, or a provision of an instrument, is made under subclause (1) that is necessary for the purpose of— (a) enabling the exercise of a power referred to in the subclause; or (b) bringing an appointment, instrument or other thing made or done under such a power into effect, the instrument or provision takes effect— (c) on the making of the instrument; or (d) on such later day (if any) on which, or at such later time (if any) at which, the instrument or provision is expressed to take effect. (3) If— (a) an appointment is made under subclause (1); or (b) an instrument, or a provision of an instrument, made under subclause (1) is not necessary for a purpose referred to in subclause (2), the appointment, instrument or provision takes effect— (c) on the commencement of the relevant empowering provision; or (d) on such later day (if any) on which, or at such later time (if any) at which, the appointment, instrument or provision is expressed to take effect. (4) Anything done under subclause (1) does not confer a right, or impose a liability, on a person before the relevant empowering provision commences. (5) In the application of this clause to a statutory instrument, a reference to the enactment of the instrument is a reference to the making of the instrument. Part 5—Distance, time and age 31—Matters relating to distance, time and age (1) In the measurement of distance for the purposes of this Law, the distance is to be measured along the shortest road ordinarily used for travelling. (2) If a period beginning on a given day, act or event is provided or allowed for a purpose by this Law, the period is to be calculated by excluding the day, or the day of the act or event, and— (a) if the period is expressed to be a specified number of clear days or at least a specified number of days—by excluding the day on which the purpose is to be fulfilled; and (b) in any other case—by including the day on which the purpose is to be fulfilled. (3) If the last day of a period provided or allowed by this Law for doing anything is not a business day in the place in which the thing is to be or may be done, the thing may be done on the next business day in the place. (4) If the last day of a period provided or allowed by this Law for the filing or registration of a document is a day on which the office is closed where the filing or registration is to be or may be done, the document may be filed or registered at the office on the next day that the office is open. (5) If no time is provided or allowed for doing anything, the thing is to be done as soon as possible, and as often as the prescribed occasion happens. (6) If, in this Law, there is a reference to time, the reference is, in relation to the doing of anything in a jurisdiction, a reference to the legal time in the jurisdiction. (7) For the purposes of this Law, a person attains an age in years at the beginning of the person's birthday for the age. Part 6—Effect of repeal, amendment or expiration 32—Time of Law ceasing to have effect If a provision of this Law is expressed— (a) to expire on a specified day; or (b) to remain or continue in force, or otherwise have effect, until a specified day; the provision has effect until the last moment of the specified day. 33—Repealed Law provisions not revived If a provision of this Law is repealed or amended by an Act, or a provision of an Act, the provision is not revived merely because the Act or the provision of the Act— (a) is later repealed or amended; or (b) later expires. 34—Saving of operation of repealed Law provisions (1) The repeal, amendment or expiry of a provision of this Law does not— (a) revive anything not in force or existing at the time the repeal, amendment or expiry takes effect; or (b) affect the previous operation of the provision or anything suffered, done or begun under the provision; or (c) affect a right, privilege or liability acquired, accrued or incurred under the provision; or (d) affect a penalty incurred in relation to an offence arising under the provision; or (e) affect an investigation, proceedings or remedy in relation to such a right, privilege, liability or penalty. (2) Any such penalty may be imposed and enforced, and any such investigation, proceedings or remedy may be begun, continued or enforced, as if the provision had not been repealed or amended or had not expired. 35—Continuance of repealed provisions If an Act repeals some provisions of this Law and enacts new provisions in substitution for the repealed provisions, the repealed provisions continue in force until the new provisions commence. 36—Law and amending Acts to be read as one This Law and all Acts or regulations amending this Law are to be read as one. Part 7—Instruments under this Law 37—Schedule applies to statutory instruments (1) This Schedule applies to a statutory instrument, and to things that may be done or are required to be done under a statutory instrument, in the same way as it applies to this Law, and things that may be done or are required to be done under this Law, except so far as the context or subject matter otherwise indicates or requires. (2) The fact that a provision of this Schedule refers to this Law and not also to a statutory instrument does not, by itself, indicate that the provision is intended to apply only to this Law. Part 8—Application to coastal sea 38—Application This Law has effect in and in relation to the coastal sea of this jurisdiction as if that coastal sea were part of this jurisdiction.