Geelong Grammars Schools Amalgamations Act 1977 (Victoria)

This Act validates and gives statutory effect to two negotiated school amalgamations and converts the legal ownership, management and liabilities of two separate girls schools into the hands of Geelong Church of England Grammar School (Geelong Grammar). It performs three tightly focused legal functions: validate prior deeds and trustee acts; transfer property, rights and liabilities to Geelong Grammar; and dissolve the transferring entities once specified steps are completed.

Mechanically, the Act does the following (text citations in parentheses):

It approves and validates the two written agreements set out in Schedule 1 (Clyde School) and Schedule 2 (Hermitage) except insofar as inconsistent with the Act (s 4; s 10; Schs 1-2).
It deems the custodian trustees and persons nominated by Geelong Grammar to have been validly appointed as trustees and special trustees and validates all their acts done before commencement, removing the possibility of judicial challenge to those past acts (s 5(1)-(2)).
It validates transfer of shares in Clyde from custodian trustees to Geelong Grammar, deems any remaining Clyde shares to have been transferred to Geelong Grammar, and extinguishes prior holders’ rights in those shares (s 6(1)-(2)(c)).
It validates transfers of property and provides that Geelong Grammar is to apply the acquired property for the benefit of its school within a specified set of charitable and educational purposes (s 6(3)-(4)).
It makes Geelong Grammar successor in law to the transferring bodies, expressly assuming liabilities and vesting in Geelong Grammar the ability to be sued or to sue in relation to transferred property (s 6(5)(a),(d)-(f); s 12(a),(h)-(j)).
It authorises sale of Clyde’s Woodend property and prescribes the priority application of sale proceeds (s 8(1); Sch 1 cl 4-5), and provides for Clyde’s dissolution upon proclamation once sales and transfers are complete (s 8(2)).

Victorian Legislation and Parliamentary Documentsi Version No. 001 Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 Version as at 20 October 1999 TABLE OF PROVISIONS Section Page

Short title, commencement and Division into Parts 3
Definitions 4 PART 1—AMALGAMATION OF CLYDE AND GEELONG GRAMMAR 6
Definition 6
Validation of Agreement 6
Validation of appointment and acts of custodian trustees, trustees and special trustees 6
Transfer of property etc. of Clyde to Geelong Grammar 6
Provisions as to special trusts 10
Sale of property of Clyde at Woodend 10 PART 2—AMALGAMATION OF THE HERMITAGE AND GEELONG GRAMMAR 13
Definition 13
Validation of Agreement 13
Transfer of property of Hermitage to Geelong Grammar 13
Effect of transfer of property 13 PART 3—GENERAL 16
Saving of certain trusts, donations, bequests and scholarships 16
Act to have precedence over inconsistent instruments and laws 18

SCHEDULES 19 SCHEDULE 1—Agreement relating to amalgamation of Geelong Church of England Grammar School and Clyde School 19

Victorian Legislation and Parliamentary DocumentsSection Page ii SCHEDULE 2—Agreement relating to amalgamation of Geelong Church of England Grammar School and Geelong Church of England Girls Grammar School 25 ═══════════════ ENDNOTES 31

General Information 31
Table of Amendments 32
Explanatory Details 33

Victorian Legislation and Parliamentary Documents1 Version No. 001 Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 Version as at 20 October 1999 An Act to make Provision with respect to the Amalgamation of Clyde School and Geelong Church of England Girls' Grammar School with Geelong Church of England Grammar School. Preamble WHEREAS Geelong Church of England Grammar School (hereinafter called "Geelong Grammar") is a company limited by guarantee incorporated under the Companies Act 1961 and conducts a school for boys and girls at Highton and Corio, Geelong and elsewhere: AND WHEREAS Clyde School (hereinafter called "Clyde") is a company limited by shares incorporated under the Companies Act 1915 and until the end of the year 1975 conducted a school for girls at Braemar, Woodend: AND WHEREAS it has been proposed that the schools conducted by Clyde and Geelong Grammar should be amalgamated in accordance with the Agreement set out in Schedule 1: AND WHEREAS in furtherance of the proposed amalgamation C.B.A. Nominees Limited and Clarence Keith Taylor (hereinafter called the "custodian trustees") have purported to transfer to persons nominated by Geelong Grammar certain shares in Clyde registered in their names and held by them as nominees for the trustees of a trust deed dated the 31st day of May, 1921 and known as the Clyde Girls' Grammar School Trust Deed 1921 (hereinafter called "the Trust Deed"):

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 2 AND WHEREAS the trustees of the Trust Deed have in reliance upon the Trust Deed purported to transfer to Geelong Grammar all the property vested in them as such trustees and to retire after appointing persons nominated by Geelong Grammar to act in their place: AND WHEREAS the trustees of the trusts relating to certain funds administered in connexion with the school conducted by Clyde, namely the Clyde School Building and Maintenance Fund, the Moira Kimpton Memorial Library Fund, the Nancy Laidlaw Educational Trust and the Lytton Stephens Scholarship Fund (hereinafter called "the special trusts") have purported to appoint persons nominated by Geelong Grammar to act as trustees of the special trusts: AND WHEREAS Geelong Church of England Girls' Grammar School (hereinafter called "the Hermitage") is an unincorporated association the governing body of which is a council and until the end of the year 1975 conducted a school for girls at Highton, Geelong: AND WHEREAS it has been proposed that the schools conducted by the Hermitage and Geelong Grammar should be amalgamated in accordance with the Agreement set out in Schedule 2: AND WHEREAS in furtherance of the proposed amalgamation the council of the Hermitage and the Church of England Trust Corporation for the Diocese of Melbourne established under the Act No. 797 (hereinafter called "the Trust Corporation") have purported to transfer to Geelong Grammar the property vested in them and used in connexion with the operation of the school conducted by the Hermitage: Preamble

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 3 AND WHEREAS doubts have arisen as to— (a) the validity of the appointment of the custodian trustees and the persons who have from time to time acted as trustees of the Trust Deed and of the special trusts and of the acts of those persons; (b) the power of Geelong Grammar to apply the property transferred to it as hereinbefore mentioned for the benefit of the school conducted by it and the power of the trustees of the special trusts to apply the property subject to those trusts for the benefit of that school; and (c) the validity of the Agreements set out in Schedule 1 and Schedule 2: AND WHEREAS it is expedient to make provision— (a) for the winding up of Clyde and the dissolution of the Hermitage; (b) for the application of the property hereinbefore mentioned and the property subject to certain trusts donations gifts and bequests; and (c) for certain other matters in connexion with the proposed amalgamation— as hereinafter enacted: BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):

Short title, commencement and Division into Parts (1) This Act may be cited as the Geelong Grammar Schools Amalgamations Act 1977. (2) This Act shall come into operation on the day on which it receives the Royal Assent. s. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 4 (3) This Act is divided into Parts as follows: Part I— Amalgamation of Clyde and Geelong Grammar ss 3–8. Part II— Amalgamation of the Hermitage and Geelong Grammar ss 9–12. Part III—General ss 13, 14. 2. Definitions (1) In this Act unless inconsistent with the context or subject-matter— "Clyde" means Clyde School; "custodian trustees" means C.B.A. Nominees Limited and Clarence Keith Taylor in the nominee capacity referred to in the preamble to this Act; "Geelong Grammar" means Geelong Church of England Grammar School; "Hermitage" means the Geelong Church of England Girls' Grammar School; "land" includes all real estate messuages tenements lands and hereditaments of any tenure and any right easement power or privilege over or affecting land; "liabilities" means duties and obligations of every description and includes contingent liabilities; "property" includes any thing in action and any interest in real or personal property; "special trustees" means the trustees of the special trusts; s. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 5 "special trusts" means trusts relating to the following funds— the Clyde School Building and Maintenance Fund; the Moira Kimpton Memorial Library Fund; the Nancy Laidlaw Educational Trust; and the Lytton Stephens Scholarship Fund; "Trust Corporation" means the Church of England Trust Corporation for the Diocese of Melbourne; "Trust Deed" means the Clyde Girls' Grammar School Trust Deed 1921; "trustees" means the trustees of the Trust Deed; "will" includes a codicil and any other testamentary disposition. (2) In this Act— (a) any reference to the council of Clyde is a reference to the council constituted by the Articles of Association of Clyde; (b) any reference to the council of the Hermitage is a reference to the governing body thereof; and (c) any reference to the council of Geelong Grammar is a reference to the council constituted by the Articles of Association of Geelong Grammar.

s. 2

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 6 PART I—AMALGAMATION OF CLYDE AND GEELONG GRAMMAR 3. Definition In this Part "Agreement" means the Agreement a copy of which is set out in Schedule 1. 4. Validation of Agreement The Agreement is hereby approved validated and ratified except insofar as it is inconsistent with this Act. 5. Validation of appointment and acts of custodian trustees, trustees and special trustees (1) The custodian trustees and the persons who were nominated by Geelong Grammar and appointed to be trustees and special trustees as recited in the preamble to this Act and all other persons who have at any time before the commencement of this Act acted as trustees or special trustees shall be deemed to have been duly appointed. (2) All acts of the persons referred to in sub-section (1) done before the commencement of this Act which purported to have been done in exercise of the powers and functions of custodian trustees, trustees or special trustees shall be deemed to have been acts done in the due and proper exercise of those powers and functions and shall not be called in question or challenged in any proceeding in any court whatsoever. 6. Transfer of property etc. of Clyde to Geelong Grammar (1) The transfer by the custodian trustees to Geelong Grammar of the shares in Clyde registered in their names is hereby validated. s. 3

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 7 (2) On and from the transfer of the shares referred to in sub-section (1)— (a) all the shares in Clyde remaining untransferred shall be deemed to be and to have been transferred to Geelong Grammar; (b) Geelong Grammar shall have in relation to the shares deemed to have been transferred pursuant to paragraph (a) all the rights powers duties and obligations conferred or imposed upon the persons who were immediately before the transfer the holders thereof and Geelong Grammar shall be and become the successor in law of those holders; and (c) the rights of the former holders of the shares referred to in paragraph (a) and of any other persons in relation thereto shall be absolutely extinguished. (3) Every transfer of property made by the trustees to Geelong Grammar is hereby validated. (4) Geelong Grammar shall apply the property to which this section relates for the benefit of the school conducted by Geelong Grammar and in particular but without in any way limiting the generality of the foregoing in or towards— (a) acquiring sites for buildings or grounds for recreation at or near the school; (b) erecting or fitting out new school houses chapels hospitals halls or buildings or restoring altering enlarging maintaining fitting out or extending the existing buildings of the school and laying out or improving recreational grounds courts lawns and greens; s. 6

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 8 (c) providing maintaining or improving the equipment fittings furniture and apparatus of the school; (d) establishing scholarships and prizes (whether in competition among pupils of the school or for other boys or girls or boys and girls, on condition that they become pupils of the school); (e) providing increasing or contributing towards the salaries of and relief of teachers matrons secretaries clerks and other officers or servants of the school; and (f) generally providing for the maintenance or furtherance of education at the school. (5) As from the time at which any property referred to in sub-sections (1), (2) and (3) was transferred or deemed to have been transferred to Geelong Grammar— (a) Geelong Grammar shall be deemed to have assumed responsibility for all liabilities which were immediately before that time binding upon the persons making or deemed to make the transfer in relation to that property and any claim action proceeding or other step in relation thereto may be brought taken made or enforced against Geelong Grammar; (b) the trustees and the custodian trustees shall severally be discharged from all liability in relation to that property; (c) Geelong Grammar shall in relation to that property be deemed to have become the successor in law of the trustees or of the custodian trustees; s. 6

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 9 (d) all contracts agreements deeds bonds or other instruments lawfully entered into or made and subsisting immediately before that time in relation to that property or the administration of that property shall be as binding and of as full force and effect against or in favour of Geelong Grammar and may be enforced as fully and effectually as if instead of the trustees or the custodian trustees (as the case may be) Geelong Grammar had been a party thereto; (e) any action arbitration or proceeding and any cause of action which was immediately before that time pending or existing by or in favour of or against the trustees or the custodian trustees in relation to that property shall not be abated is continued or prejudicially affected by reason of the provisions of this Act but may be prosecuted continued or enforced by against or in favour of Geelong Grammar in the same manner in which it might have been prosecuted continued or enforced by against or in favour of the trustees or the custodian trustees if this Act had not been enacted; and (f) all acts matters and things of a continuing nature made done or commenced by or on behalf of the trustees or the custodian trustees before that time which have any force or effect or are capable of acquiring any force or effect shall be deemed to have been made done or commenced by or in relation to Geelong Grammar and shall have effect and may be continued or completed by or in relation to Geelong Grammar accordingly. s. 6

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 10 7. Provisions as to special trusts The following provisions shall apply to and with respect to the special trusts— (a) the special trustees are hereby discharged from any obligation (whether under the instrument creating the special trust or otherwise) to apply the property and funds vested in them as special trustees for or in connexion with the operation of the school conducted by Clyde; and (b) the special trustees are hereby authorized and directed to apply the property and funds vested in them as special trustees for or in connexion with the operation of the school conducted by Geelong Grammar and the instruments constituting the special trusts shall with such modifications as are necessary be read and construed accordingly. 8. Sale of property of Clyde at Woodend (1) Clyde is hereby authorized— (a) to sell the lands and buildings situated at Braemar, Woodend and all other property vested in or belonging to Clyde; and (b) to apply the proceeds of sale for or towards the satisfaction of the liabilities of Clyde and to apply any moneys remaining after those liabilities have been satisfied for the benefit of Geelong Grammar in accordance with the Agreement. (2) Upon a day to be fixed by proclamation of the Governor in Council published in the Government Gazette (being a day after the completion of the sale and transfer of the property referred to in sub- section (1)) 1 — s. 7

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 11 (a) Clyde shall be dissolved; (b) Geelong Grammar shall become in all respects the successor in law of Clyde; (c) Geelong Grammar shall have all the rights powers duties and obligations which were immediately before the proclaimed day conferred or imposed upon Clyde; (d) all contracts agreements deeds conveyances leases licences bonds or other instruments made or entered into by or on behalf of Clyde and subsisting immediately before the proclaimed day shall be as binding and of as full force and effect against or in favour of Geelong Grammar, and may be enforced as fully and effectually as if instead of Clyde Geelong Grammar had been a party thereto; (e) any action arbitration or proceeding and any cause of action which was immediately before the proclaimed day pending or existing by or in favour of or against Clyde shall not be abated discontinued or prejudicially affected by reason of the provisions of this section, but may be prosecuted continued or enforced by or against Geelong Grammar in the same manner in which it might have been prosecuted continued or enforced by against or in favour of Clyde if this Act had not be enacted; and (f) all acts matters and things of a continuing nature made done or commenced by against or in relation to Clyde before the proclaimed day which have any force or effect or are capable of acquiring any force or effect shall be deemed to have been made done or commenced by or in relation to Geelong Grammar and shall have effect and may be s. 8

Victorian Legislation and Parliamentary DocumentsPart I—Amalgamation of Clyde and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 12 continued or completed by or against or in relation to Geelong Grammar.

s. 8

Victorian Legislation and Parliamentary DocumentsPart II—Amalgamation of the Hermitage and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 13 PART II—AMALGAMATION OF THE HERMITAGE AND GEELONG GRAMMAR 9. Definition In this Part "Agreement" means the Agreement a copy of which is set out in Schedule 2. 10. Validation of Agreement The Agreement is hereby approved validated and ratified except insofar as it is inconsistent with this Act. 11. Transfer of property of Hermitage to Geelong Grammar (1) The council of the Hermitage is hereby authorized to transfer to Geelong Grammar all the property vested in or held by or belonging to it in connexion with the conduct of the school conducted by the Hermitage. (2) The Trust Corporation is hereby authorized to transfer to Geelong Grammar all the property vested in it and used in connexion with the conduct of the school conducted by the Hermitage. 12. Effect of transfer of property Upon the transfer to Geelong Grammar of any property mentioned in section 11— (a) Geelong Grammar shall assume responsibility for all liabilities which are immediately before the transfer subsisting in relation to that property and any claim action proceeding or other step in relation thereto may be brought taken made or enforced against Geelong Grammar; s. 9

Victorian Legislation and Parliamentary DocumentsPart II—Amalgamation of the Hermitage and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 14 (b) the council of the Hermitage and the Trust Corporation shall severally be discharged from all liabilities in relation to that property; (c) the management and administration of any property which is immediately before the transfer managed and administered by the council of the Hermitage shall vest in Geelong Grammar; (d) the council of the Hermitage shall go out of office and Geelong Grammar shall have the rights powers and duties conferred or imposed upon the council and shall in all respects be the successor in law of the council; (e) Geelong Grammar shall in relation to that property have any rights powers or duties and be subject to any liabilities conferred or imposed upon the Trust Corporation in relation thereto and shall in relation thereto become the successor in law of the Trust Corporation; (f) the Hermitage shall be dissolved; (g) Geelong Grammar shall apply that property in accordance with the Agreement; (h) all contracts agreements deeds bonds and other instrument lawfully entered into or made and subsisting immediately before the transfer in relation to that property shall be as binding and of as full force and effect in all respects against or in favour of Geelong Grammar and may be enforced as fully and effectually as if instead of the council of the Hermitage or the Trust Corporation Geelong Grammar had been a party thereto; s. 12

Victorian Legislation and Parliamentary DocumentsPart II—Amalgamation of the Hermitage and Geelong Grammar Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 15 (i) any action arbitration or proceeding and any cause of action which was immediately before the transfer pending or existing by or in favour of or against the council or members of the Hermitage or the Trust Corporation in relation to that property shall not be abated or discontinued or prejudicially affected by reason of the provisions of this Act but may be prosecuted continued or enforced by against or in favour of Geelong Grammar in the same manner in which it might have been prosecuted continued or enforced by against or in favour of the council or the members of the Hermitage or the Trust Corporation if this Act had not been enacted; and (j) all acts matters and things of a continuing nature made done or commenced by or on behalf of the council of the Hermitage or the Trust Corporation in relation to that property immediately before the transfer which have any force or effect or are capable of acquiring any force or effect shall be deemed to have been made done or commenced by or in relation to or on behalf of Geelong Grammar and shall have effect and may be continued or completed by or in relation to or on behalf of Geelong Grammar accordingly.

s. 12

Victorian Legislation and Parliamentary DocumentsPart III—General Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 16 PART III—GENERAL 13. Saving of certain trusts, donations, bequests and scholarships (1) Subject to sub-section (2), every donation gift disposition bequest or trust of property real or personal made or declared either before or after the commencement of this Act and whether by deed will or otherwise shall not fail by reason of any provision of this Act but shall take effect as if— (a) any reference therein to Clyde or the Hermitage were a reference to Geelong Grammar; (b) any reference therein to a school conducted by Clyde or the Hermitage were a reference to a school conducted by Geelong Grammar; (c) any reference therein to the council of Clyde or of the Hermitage were a reference to the council of Geelong Grammar; (d) any reference therein to the girls or pupils or former pupils of Clyde or the Hermitage included a reference to the pupils or former pupils of Geelong Grammar (as the case may be); (e) any reference therein to any committee office holder or teacher member of staff officer or servant of Clyde or the Hermitage included a reference to the corresponding committee or the person holding the corresponding office or employed in the like capacity at or in connexion with Geelong Grammar; s. 13

Victorian Legislation and Parliamentary DocumentsPart III—General Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 17 (f) any reference therein to any association of former pupils of Clyde or of the Hermitage included a reference to an association for the former pupils of Geelong Grammar; and (g) any reference therein by whatever name to any other organization association or body in relation to Clyde or the Hermitage included a reference to an association organization or body formed for the like purpose in relation to Geelong Grammar. (2) Where any fund is vested in any person as trustee for the purpose of providing any bursary scholarship or prize for the pupils of the school conducted by Clyde or the Hermitage or for persons who are to become pupils or to enable persons to become pupils or on condition that the persons to whom the bursary scholarship or prize is awarded become pupils of that school— (a) if under the terms of the trust the bursary scholarship or prize is capable of being awarded to both boys and girls, that trust shall not fail by reason of any of the provisions of this Act but the fund shall be applied for the purpose of providing the bursary scholarship or prize in relation to the school conducted by Geelong Grammar in as nearly as possible the same way in which it might have been provided in relation to the school conducted by Clyde or the Hermitage; and (b) if under the terms of the trust the bursary scholarship or prize is capable of being awarded only to girls, that trust shall not fail by reason of any of the provisions of this Act but the fund shall be applied for the purpose of providing the bursary scholarship or prize in relation to the school conducted by s. 13

Victorian Legislation and Parliamentary DocumentsPart III—General Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 18 Geelong Grammar for the benefit of girls only in as nearly as possible the same way in which it might have been provided in relation to the school conducted by Clyde or the Hermitage. 14. Act to have precedence over inconsistent instruments and laws The provisions of this Act shall have effect notwithstanding anything to the contrary in any instrument or in any Act or rule of law.

s. 14

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 19 SCHEDULES SCHEDULE 1 AGREEMENT RELATING TO AMALGAMATION OF GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL AND CLYDE SCHOOL THIS DEED is made the 28th day of December, 1975 between GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL a Company limited by guarantee incorporated under the Companies Act 1961 of the State of Victoria the registered office of which is situated at Corio (hereinafter called "Geelong Grammar") of the first part, CLYDE SCHOOL a Company limited by shares incorporated under the Companies Act 1915 of the said State the registered office of which is situated at the office of Messrs. Tovell and Lucas, Charter House, 4 Bank Place Melbourne (hereinafter called "Clyde") of the second part, SANDFORD SAUL NEVILLE of "Darriwill Park" Bannockburn, CHARLES KELLOW McMILLAN of 93 St. Vincent Place South Albert Park, CATHERINE ALICE de PLEDGE ALSTON of "Oaklands" Oaklands Junction, MARY ENGE BAGNALL of 573 Burke Road Camberwell, ELIZABETH ANNE CORDNER of "Ashmead" Greensborough, IAN DAVID PHIPPS of 7 Como Avenue South Yarra, JOHN FREDERICK HONEY POOLMAN of 2 Gahan Court Toorak and REGINALD NEIL WALFORD of 8 Wilks Avenue Malvern (hereinafter called "the Trustees") of the third part and C.B.A. NOMINEES LIMITED the registered office of which is situated at 335 Collins Street Melbourne and CLARENCE KEITH TAYLOR of Charter House, 4 Bank Place Melbourne (hereinafter called "the Custodian Trustees") of the fourth part. WHEREAS: A. Geelong Grammar carries on a school for boys and girls at Corio in the State of Victoria and elsewhere in the said State and Clyde presently carries on a school for girls at Woodend in the said State. B. Clause 2(a) of the Memorandum of Association of Clyde empowers Clyde (inter alia) to amalgamate with any person or persons or company carrying on any school or schools. C. Clyde desires to exercise the above-mentioned power by amalgamating with Geelong Grammar to form a new combined school at Corio aforesaid (hereinafter called "the combined school") as from the 1st day of January 1976. D. The Trustees are the Trustees for the time being of the trusts set out and described in a Trust Deed dated the 31st day of May 1921 and known as "Clyde Girls Grammar School Trust Deed 1921". Section 3. Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 20 E. The authorized capital of Clyde consists of 4000 ordinary shares of $10 each of which 1513 have been issued. F. C.B.A. Nominees Limited is the registered holder of 1461 ordinary shares in Clyde under and by virtue of an Indenture dated the 31st day of October 1963 pursuant to which it holds the said shares as nominee for the Trustees. G. Clarence Keith Taylor is the registered holder of one ordinary share in Clyde under and by virtue of an Indenture dated the 2nd day of June 1967 pursuant to which he holds the said share as nominee for the Trustees. H. The several persons whose names are set out in the Schedule hereto are registered as the holders of the remainder of the said issued ordinary shares in Clyde but can no longer be traced. I. Clause 1 of the said Indentures provides that the Custodian Trustees shall hold the said shares as nominees for the Trustees and their duly appointed successors and shall apply the said shares and any income thereof towards such of the purposes mentioned in Clause 6 of the said Trust Deed as the Trustees or their duly appointed successors may from time to time in writing direct. J. Clause 8 of the said Trust Deed empowers the Trustees to transfer any property held by them for the general purposes of the trust to a corporation which shall undertake to apply the same for or towards such of the purposes mentioned in Clause 6 of the said Trust Deed as may be determined by the Trustees. K. To effect the said amalgamation the Trustees desire to exercise the power given to them by the said Clause 8 by directing that the Custodian Trustees transfer the shares registered in their names to Geelong Grammar. NOW THIS DEED WITNESSETH and IT IS HEREBY AGREED as follows:

The Custodian Trustees and Geelong Grammar shall forthwith execute transfers of the shares in Clyde held by the Custodian Trustees to Geelong Grammar or its nominees and Clyde shall duly register the same.
Geelong Grammar shall apply the said shares for the benefit of the combined school and more particularly and without limiting the generality of the foregoing for or towards all or any of the purposes set out in sub-clauses 1 to 7 of Clause 6 of the said Trust Deed.
Geelong Grammar shall build a suitable residential complex for senior girls at Corio to be called Clyde House for the purpose of housing pupils and prospective pupils of Clyde School and pupils of the combined school. Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 21 4. Clyde shall sell all of its property at Woodend as soon as practicable and shall be assisted in its endeavours to do so by Geelong Grammar provided however that Clyde shall not negotiate any sales without the sale price, the terms for payment and the purchaser being first approved by Geelong Grammar. 5. (1) The proceeds of the sale of Clyde's property at Woodend after payment of all expenses incurred by and associated with the sale shall be used— (a) first in the payment of the liabilities of Clyde; (b) secondly in the reimbursement to Geelong Grammar of any liabilities of Clyde which it may have paid and interest on the amount so paid from the time of payment until the time of the receipt of such proceeds; (c) thirdly in the setting up and erection of a residential complex at Geelong Grammar School, Corio, consisting of units each to house approximately sixteen girls and an administration block plus the surroundings and two tennis courts and in the reimbursement to Geelong Grammar of any amounts paid by it for the aforesaid purposes plus any interest on such amounts so paid from the time of payment until the time of actual receipt of the proceeds of sale. The above complex will be known as "Clyde House"; (d) fourthly in the expense of shifting furniture and fittings from Woodend to Corio or reimbursing Geelong Grammar for so doing plus interest on the amount so spent from the time of payment until the time of the receipt of the proceeds of sale plus the cost of installation of such furniture and fittings; (e) fifthly in contributing one-third of the cost of the erection of eight new classrooms presently being erected at Geelong Grammar School in part for the use of the girls from Clyde, and in the event of Geelong Grammar having made any payments towards the erection of the said classrooms then in the repayment of one third interest on such payments from the time of payment to the time of the receipt of the proceeds of sale. (2) (a) Should there be any residue after payment or satisfaction of the amounts referred to in the preceding sub-clause, up to $100 000 thereof shall be invested and the income therefrom shall be used to fund a scholarship or scholarships which shall be designated by an appropriate name or names for the benefit of the children or grandchildren of Clyde Old Girls who from time to time are students at Geelong Grammar; Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 22 (b) the said scholarship fund shall after its formation be open to subscription to increase its funds to any person firm or corporation; (c) should no candidate or insufficient candidates for such scholarships satisfy the requirements prescribed for obtaining of such scholarships by the Headmaster or by the Council of Geelong Grammar the income not needed for such scholarships may be applied for a general scholarship or scholarships to a student or students other than the child or children or grandchild or grandchildren of Clyde Old Girls. (3) Any reference in this Clause to interest shall mean interest at the rate charged by the A.N.Z. Banking Group Ltd. on bank overdraft from time to time from the time the amount on which it is to be calculated was expended by Geelong Grammar School until repayment of that amount as aforesaid. 6. Clyde may make it a term of any sale of the abovementioned property that the name "Clyde" shall not be used in association with the said property by the purchaser. 7. All Clyde pupils enrolled for the 1976 academic year shall be accepted for admission to the combined school and all pupils registered for entry to Clyde in future years who so desire shall be accepted for admission to the combined school. 8. Clyde School uniforms shall be accepted at the combined school until worn out at which time the uniform of the combined school shall be used. 9. The names of present Clyde scholarships will be retained. Present Clyde scholarship holders shall receive no less favourable benefits from the combined school than they would be entitled to receive from Clyde. 10. The subjects and activities offered at the combined school in 1976 and 1977 shall include all those subjects presently available at Clyde. Arrangements shall be made for a wide range of sporting activities to be available for girls at the combined school. 11. As from the 1st day of January 1976 the Headmistress of Clyde shall be given a senior position at the combined school with responsibilities for those Clyde pupils who transfer to the combined school and on the same basis of tenure as applies generally to other senior staff at Geelong Grammar. 12. The Headmaster of Geelong Grammar and the Headmistress of Clyde shall together determine which members of Clyde's teaching staff will be offered teaching positions at the combined school. For those who are offered and who accept such positions provision shall be made by the combined school so that no entitlement to accrued superannuation benefits will be foregone. Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 23 13. The present members of Clyde's Council shall remain in office until the 31st day of December 1975 at which date they shall resign. Prior to such resignation Clyde's Council shall, pursuant to paragraph (f) of Article 47 of the Articles of Association of Clyde, appoint by co-option five persons nominated by Geelong Grammar to be members of the Council as from the end of December 1975. 14. Clyde shall if requested to do so by Geelong Grammar increase the fees of Clyde for the year 1975 by an amount that is sufficient to prevent the operating deficit for the year 1975 exceeding $70 000 provided that Clyde's fees shall not at any time exceed Geelong Grammar's fees. 15. Geelong Grammar accepts as correct the financial statements of Clyde to the 31st day of January 1974 as prepared by Messrs. Tovell and Lucas and audited by Messrs. McGregor and Court. 16. Geelong Grammar will hold Clyde's Council indemnified against any future liabilities not disclosed in the Audited Balance Sheet of Clyde at the 31st day of January 1975 except future expenditure capital or extraordinary not approved by Geelong Grammar. IN WITNESS whereof the parties hereto have executed this Deed the day and year first hereinbefore written. CLYDE SCHOOL UNTRACEABLE SHAREHOLDERS Name Number of shares Miss Agnes Marion, Aitchison, 16 Oakwood Avenue, Brighton 2 Mrs Blanch Antoinette Beatty "Bass Lodge" Flinders 3 Miss Fiona Chetwynd Inglis, c/o Messrs. Smith and Emmerton, 480 Bourke Street, Melbourne 10 Mrs Sheila Chetwynd Legge, c/o Messrs. Smith and Emmerton, 480 Bourke Street, Melbourne 10 Mrs. Fanny MacFarlane, "Walderah", Ungarie, N.S.W. 1 Mrs. Noel Vivian Gordon Nicholson, "Rowalton" Parkaway 1 Mr. William Nichol, "The Retreat", Beach Road, Black Rock 20 Mrs. Loran Rumsay, "The Hill" Murphy Street, South Yarra 1 Miss Ivy Simson, 80 Cromwell Road, South Yarra 2 Mrs. Ethel Wilkinson, Edward Street, Deniliquin, N.S.W. 1 51 Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 24 THE COMMON SEAL OF GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL was hereto affixed in the presence of:    L.S. N. E. BENDER, Director E. J. WINCHESTER, Secretary THE COMMON SEAL OF CLYDE SCHOOL was hereto affixed in the presence of:    L.S. S. NEVILE, Director R. N. WALFORD, Director C. K. TAYLOR, Secretary SIGNED SEALED AND DELIVERED by the said SANDFORD SAUL NEVILLE in the presence of: C. K. TAYLOR    S. NEVILE L.S. SIGNED SEALED AND DELIVERED by the said CHARLES KELLOW McMILLAN in the presence of: C. K. TAYLOR    C. K. McMILLAN L.S. SIGNED SEALED AND DELIVERED by the said CATHERINE ALICE de PLEDGE ALSTON in the presence of: C. K. TAYLOR    C. A. ALSTON L.S. SIGNED SEALED AND DELIVERED by the said MARY ENGE BAGNALL in the presence of: C. K. TAYLOR    M. E. BAGNALL L.S. SIGNED SEALED AND DELIVERED by the said ELIZABETH ANNE CORDNER in the presence of: C. K. TAYLOR    ANNE CORDNER L.S. SIGNED SEALED AND DELIVERED by the said IAN DAVID PHIPPS in the presence of: C. K. TAYLOR    IAN D. PHIPPS L.S. SIGNED SEALED AND DELIVERED by the said JOHN FREDERICK HONEY POOLMAN in the presence of: C. K. TAYLOR    J. F. H. POOLMAN L.S. SIGNED SEALED AND DELIVERED by the said REGINALD NEIL WALFORD in the presence of: C. K. TAYLOR    R. N. WALFORD L.S. THE COMMON SEAL of C.B.A. NOMINEES LIMITED was hereto affixed in the presence of: M. R. MEPHAM, Director    L.S. SIGNED SEALED AND DELIVERED by the said CLARENCE KEITH TAYLOR in the presence of: J. LINFORD    C. K. TAYLOR L.S.

Sch. 1

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 25 SCHEDULE 2 AGREEMENT RELATING TO AMALGAMATION OF GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL AND GEELONG CHURCH OF ENGLAND GIRLS GRAMMAR SCHOOL THIS DEED is made this 11th day of December 1975 BETWEEN GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL a Company limited by guarantee and incorporated under the Companies Act 1961 of the State of Victoria the registered office of which is situated at Corio in the said State (hereinafter called "Geelong Grammar") of the first part and The Venerable JOHN VANCE GASON of Talbot Street, Newtown JAMES FORD STRACHAN of Noble Street, Newtown ROBERT WILLIAM PURNELL of 89 Prospect Road, Newtown RICHARD FRANK LLOYD ANNOIS of North Valley Road, Highton HEATHER MARY VINES of 31 Morris Street, Belmont MOLLIE GRAHAM AGAR of 282 LaTrobe Terrace, Geelong HELEN BOTTERILL of 41 Aphrasia Street, Newtown GRAEME GOLDSWORTHY of 163 Barrabool Road, Highton and The Reverend ARTHUR DE QUETTEVILLE ROBIN of LaTrobe Terrace, West Geelong all in the State of Victoria being the members for the time being of the Council of the Geelong Church of England Girls Grammar School, the Hermitage (hereinafter referred to as "the Council") of the second part, and THE CHURCH OF ENGLAND TRUSTS CORPORATION for the Diocese of Melbourne being a body corporate pursuant to the Trusts Corporation Act 1884 being Act Number 797 of the Victorian Parliament (hereinafter called "the Corporation") of the third part. WHEREAS: A. Geelong Grammar conducts a school for boys and girls at Corio and elsewhere in the State of Victoria and the Council conducts a school for girls at Highton in the said State. B. The school conducted by the Council is known as The Geelong Church of England Girls Grammar School, the Hermitage (hereinafter called "the Hermitage") and is an unincorporated association. C. The Constitution of the Hermitage empowers the Council to amalgamate with and to transfer all its assets, rights and liabilities and duties to Geelong Grammar. D. The legal ownership, the realty and some of the other assets used and enjoyed by the Hermitage are vested in the Corporation. Section 9. Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 26 E. The Constitution of the Hermitage further provides that the Hermitage may request the Corporation to transfer or assign to any school with which it may amalgamate the assets held by the Corporation as trustee for the Hermitage. F. The Council desires to exercise the said powers by amalgamating with Geelong Grammar to form a new amalgamated school at Corio, Highton and elsewhere commencing on the 1st day of January, 1976 and to request the Corporation thereafter to transfer to Geelong Grammar those assets which it holds on behalf or for the benefit of the Hermitage. NOW THIS DEED WITNESSES and IT IS HEREBY AGREED as follows:

On the 1st of January, 1976 or as soon thereafter as is practicable the Hermitage— (a) will transfer and assign to Geelong Grammar all its assets, rights, liabilities and duties which it owns, possesses or owes and is capable of transferring; (b) will give notice to its creditors and its debtors of such transfer and assignment; and (c) will request the Corporation to transfer and assign to Geelong Grammar those assets referred to in the First Schedule hereto.
The Corporation shall upon the request in writing of the said John Vance Gason as Chairman of the Council and on behalf of himself and all other members of the Council transfer to Geelong Grammar those assets referred to in the First Schedule hereto and any other assets, funds, right and choses in action it may hold or own or over which it may have any control on behalf of the Hermitage and shall do all acts, matters and things necessary to vest the legal ownership, control and use of those assets, funds, rights and choses in action in Geelong Grammar.
Upon the transfer and assignment by the Hermitage to Geelong Grammar pursuant to Clause 1 hereof and by the Corporation pursuant to Clause 2 hereof Geelong Grammar will assume liability for all debts and obligations of the Hermitage, the Council and of the Corporation insofar as they relate to the Hermitage and will indemnify the Hermitage, the council and the Corporation against any claims made with respect to those debts and obligations provided they do not arise as a result of a failure by the Hermitage, the Council or the Corporation to observe the provisions of the following Clause.
No capital or extraordinary expenditure by the Hermitage, the Council or the Corporation after the 28th day of April, 1975 shall be incurred and no appointment to or alteration of its staff shall be made without first obtaining the consent of Geelong Grammar. Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 27 5. Geelong Grammar shall use and apply all assets and rights acquired pursuant to this Deed for the benefit of the amalgamated school. 6. Subject to the provisions of Clause 19 hereof upon the execution and delivery by the Corporation of all documents necessary to give effect to the request referred to in Clause 2 hereof the Council shall be dissolved and the Hermitage shall thenceforth be administered by Geelong Grammar. 7. From the commencement of first term 1976 Geelong Grammar will provide Kindergarten, Primary and Secondary education up to and including Form 4 level and other usual educational, sporting, boarding and recreational facilities as are provided for other Geelong Grammar pupils at Highton in the premises and using the facilities of both Geelong Grammar and the Hermitage. 8. From the commencement of first term 1976 Geelong Grammar will provide secondary education at Forms 5 and 6 level and other usual educational, sporting, boarding and recreational facilities as are provided for other Geelong Grammar pupils at its premises at Corio for girls who in 1975 were enrolled in Forms 4, 5 and 6 at the Hermitage. 9. Those girls enrolled at the Hermitage on the 28th day of April, 1975 or who on that date had signified by their parents or guardians to the Hermitage their intention to enrol at the commencement of first term 1976 and had in fact enrolled as a student of the Hermitage shall at the option of the parent or guardian of the student be accepted for admission to the amalgamated school. Subject to Clause 10 hereof those girls who are so admitted shall become pupils of Geelong Grammar and shall pay as fees to Geelong Grammar during the years appearing in the first column hereunder that percentage as appears in the appropriate column hereunder of Geelong Grammar fees charged with respect to other pupils of that school. Year Primary Tuition Secondary Tuition Boarding at Highton Boarding at Corio Percentage Percentage Percentage Percentage 1976 75 76 90 80 1977 80 82 93 87 1978 85 88 96 94 1979 90 94 100 100 1980 95 100 100 100 1981 100 100 100 100 For the purposes of this Clause Geelong Grammar fees charged with respect to other pupils of that above shall only include fees referable to the basic fee charged by Geelong Grammar for education and boarding and without restricting the generality of the foregoing shall not include any fees for Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 28 transport, meals, books, extras, excursions equipment or other expenses of a like nature. 10. Notwithstanding the provisions of Clause 9 hereof Geelong Grammar shall be entitled to charge and be paid full tuition and boarding fees for the period a girl may attend its school at Timbertop. 11. Geelong Grammar will permit such number of girls as it believes can be reasonably accommodated to attend its school at Timbertop from time to time. 12. Scholarships granted by the Council of the Hermitage prior to this Agreement shall be continued by Geelong Grammar on a no less favourable basis. Parents and guardians of those students of the Hermitage in receipt of bursaries at the date of this Agreement may make application to Geelong Grammar for similar assistance. 13. Upon the transfer and assignment to Geelong Grammar of all assets, rights, liabilities and duties as aforesaid all hitherto unnamed scholarships granted either by the Council or Geelong Grammar shall be called and known as Dauncey Scholarships in commemoration of Hazell Dauncey deceased. 14. Geelong Grammar shall retain the name "The Hermitage" and use it as the name of those buildings and grounds formerly occupied and used by the Hermitage at Highton. 15. Opportunity will be given for the Head Mistress of the Hermitage to confer with the Head Master of Geelong Grammar or his nominee with a view to embodying in the Geelong Grammar uniform for former Hermitage girls and girls who may enrol at Geelong Grammar in the future an item or items or a colour, badge or insignia commemorative of the Hermitage. Former Hermitage girls may continue to wear their existing uniforms in 1976 and 1977 so long as when any of it is worn a complete Hermitage uniform is worn. 16. Claims made under the fees insurance scheme of the Hermitage up to the 31st of December, 1975 will be honoured by Geelong Grammar. 17. Miss. E. Britten will be employed during 1976 by Geelong Grammar as an Assistant to the Head Master with both administrative and teaching responsibilities. 18. Should it be necessary, in order to continue receiving the capital or income or both of the fund known as the Hazel Dauncey Bequest administered by the Corporation for the Hermitage to continue as an unincorporated body then notwithstanding anything hereinbefore contained, the Hermitage will continue as an unincorporated association but will be subject to the control and direction of Geelong Grammar and shall only do such acts, matters and things as are approved by Geelong Grammar. Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 29 THE COMMON SEAL OF GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL was hereunto affixed in the presence of:     L.S. N. E. BENDER, Director E. J. WINCHESTER, Secretary SIGNED SEALED AND DELIVERED by the said JOHN VANCE GASON in the presence of: A. R. DUELL    JOHN V. GASON L.S. SIGNED SEALED AND DELIVERED by the said JAMES FORD STRACHAN in the presence of: A. J. GANE    J. F. STRACHAN L.S. SIGNED SEALED AND DELIVERED by the said ROBERT WILLIAM PURNELL in the presence of: E. GREGG    ROBERT W. PURNELL L.S. SIGNED SEALED AND DELIVERED by the said RICHARD FRANK LLOYD ANNOIS in the presence of: G. W. FISHER     RICHARD F. L. ANNOIS L.S. SIGNED SEALED AND DELIVERED by the said HEATHER MARY VINES in the presence of: A. R. DUELL    HEATHER M. VINES L.S. SIGNED SEALED AND DELIVERED by the said MOLLIE GRAHAM AGAR in the presence of: A. R. DUELL    MOLLIE AGAR L.S. SIGNED SEALED AND DELIVERED by the said HELEN BOTTERILL in the presence of: A. R. DUELL    HELEN BOTTERILL L.S. SIGNED SEALED AND DELIVERED by the said GRAEME GOLDSWORTHY in the presence of: E. GREGG    G. GOLDSWORTHY L.S. SIGNED SEALED AND DELIVERED by the said ARTHUR de QUETTEVILLE ROBIN in the presence of: A. R. DUELL    A. de Q. ROBIN L.S. THE COMMON SEAL OF THE CHURCH OF ENGLAND TRUSTS CORPORATION for the Diocese of Melbourne was hereto affixed by Authority of the Trustees      L.S. J. M. F. RELPH WILLIAM FELTHAM    Two of the Corporation Trustees Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 30 THE FIRST SCHEDULE (a) The sum of $125 000.00 lent to B.G.L. Investments Pty. Ltd. of 108 Little Malop Street, Geelong and secured by Instrument of Mortgage No. F680534 upon Certificate of Title volume 8117 folio 446; (b) all that piece of land containing 25 acres 5⋅9 perches being Lot 2 on Plan of Subdivision No. 62704 lodged in the Office of Titles and being the whole of the land in Certificate of Title volume 8530 folio 346. ═══════════════ Sch. 2

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 31 ENDNOTES

General Information The Geelong Grammar Schools Amalgamations Act 1977 was assented to on 10 May 1977 and came into operation on 10 May 1977: section 1(2). Endnotes

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 32 2. Table of Amendments There are no amendments made to the Geelong Grammar Schools Amalgamations Act 1977 by Acts and subordinate instruments. Endnotes

Victorian Legislation and Parliamentary DocumentsGeelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 33 3. Explanatory Details 1 S. 8(2): The day fixed for the purposes of section 8(2) is 1 November 1977: Government Gazette 19 October 1977 page 3208. Endnotes

1 Geelong Grammars Schools Amalgamations Act 1977

Victorian Legislation and Parliamentary Documentsi Version No. 001 Geelong Grammars Schools Amalgamations Act 1977 Act No. 8994/1977 Version as at 20 October 1999 TABLE OF PROVISIONS Section Page

Short title, commencement and Division into Parts 3
Definitions 4 PART 1—AMALGAMATION OF CLYDE AND GEELONG GRAMMAR 6
Definition 6
Validation of Agreement 6
Validation of appointment and acts of custodian trustees, trustees and special trustees 6
Transfer of property etc. of Clyde to Geelong Grammar 6
Provisions as to special trusts 10
Sale of property of Clyde at Woodend 10 PART 2—AMALGAMATION OF THE HERMITAGE AND GEELONG GRAMMAR 13
Definition 13
Validation of Agreement 13
Transfer of property of Hermitage to Geelong Grammar 13
Effect of transfer of property 13 PART 3—GENERAL 16
Saving of certain trusts, donations, bequests and scholarships 16
Act to have precedence over inconsistent instruments and laws 18

SCHEDULES 19 SCHEDULE 1—Agreement relating to amalgamation of Geelong Church of England Grammar School and Clyde School 19

General Information 31
Table of Amendments 32
Explanatory Details 33

Several recurring legal concepts structure the Act: statutory validation, succession in law, vesting of property, discharge of trustees, saving of charitable trusts, and legislative primacy over conflicting instruments. These concepts operate through express deeming clauses and through the schedules that contain commercial and administrative allocations of proceeds and responsibilities.

Statutory validation: The Act approves and ratifies the two written Agreements in Schedule 1 and Schedule 2 (s 4; s 10). It goes further and deems appointments and prior acts of particular trustees and special trustees to have been properly made and validly performed, preventing retrospective challenge (s 5(1)-(2)). The validation is broad: it applies to "all acts ... which purported to have been done" by those persons prior to commencement (s 5(2)).

Succession and vesting: The Act makes Geelong Grammar the successor in law to Clyde and to the Hermitage with respect to the transferred property and rights. For Clyde, once shares are transferred or deemed transferred, Geelong Grammar inherits the rights, powers, duties and obligations of the immediate prior holders and prior holders’ rights are "absolutely extinguished" (s 6(2)(a)-(c)). In the Hermitage transfer, Geelong Grammar assumes responsibility for liabilities and becomes successor in law to the council and the Trust Corporation (s 12(a),(d),(e)).

Liabilities and enforcement: Transfers are not simply transfers of assets; the Act expressly deems that Geelong Grammar has assumed responsibility for all liabilities which were immediately before the transfer binding on the transferor in relation to that property, and any claim, action, proceeding or step in relation to such liabilities may be brought against Geelong Grammar (s 6(5)(a); s 12(a)). Existing proceedings are preserved and may be continued or enforced by or against Geelong Grammar (s 6(5)(e); s 8(2)(e); s 12(i)).

Discharge of trustees and councils: The Act releases the trustees and custodian trustees from future liability arising from the transferred property (s 6(5)(b)); it also provides that councils go out of office (s 12(d)) and that Clyde and the Hermitage shall be dissolved on the proclaimed day or upon transfer (s 8(2)(a); s 12(f)).

Application of property and special trusts: Geelong Grammar is required to apply the property transferred for the benefit of the school, with illustrative uses listed such as acquiring sites, building and maintaining facilities, providing equipment, establishing scholarships and supporting staff (s 6(4)). For special trusts connected with Clyde (identified in s 2(1) definition), the special trustees are discharged from obligation to apply property for Clyde and are expressly authorised and directed to apply funds "for or in connexion with the operation of the school conducted by Geelong Grammar" (s 7(a)-(b)).

Savings of donor intent: The Act contains a saving provision for donations, bequests and trusts so that such dispositions do not fail because of the amalgamations. It achieves this by treating references to the old entities as references to Geelong Grammar and by permitting gender-specific scholarship funds to be applied as near as possible to their original terms (s 13(1)-(2)).

Legislative primacy: Section 14 makes clear that the Act operates "notwithstanding anything to the contrary in any instrument or in any Act or rule of law," creating statutory primacy where there might be inconsistency.

Schedules as operational detail: Schedule 1 (Sch 1) and Schedule 2 (Sch 2) are incorporated agreements that allocate sale proceeds, set priorities for disbursements, list transitional staff and fee arrangements, establish scholarship mechanisms and contain indemnities and co-operation obligations (Schs 1-2). The Act validates those agreements (s 4; s 10), making their contractual terms effective subject to the Act.

Taken together, these concepts produce a statutory mechanism for consolidating assets and obligations of multiple school entities into a single legal entity, while preserving donor-directed purposes and insulating prior actors from retrospective legal challenge.

The Act changes legal positions for a narrow set of parties directly named in the Preamble, schedules and operative sections; it also has secondary consequences for creditors, scholarship beneficiaries, staff, and suppliers. The principal affected parties are:

Geelong Church of England Grammar School (Geelong Grammar): The Act makes Geelong Grammar the transferee and successor in law to the shares, property and other assets of Clyde and the Hermitage (s 6(1)-(2); s 11-12). Geelong Grammar becomes liable for the liabilities attached to those assets and acquires power and duties to administer them and to apply funds for the school (s 6(4)-(5); s 12(a),(g)).
Clyde School and its shareholders, council and trustees: The custodian trustees, trustees and persons who were appointed as trustees or special trustees are deemed to have been validly appointed and their prior acts are validated (s 5). Clyde is authorised to sell its Woodend property and, once sales and transfers are complete and the Governor in Council proclaims a day, Clyde is dissolved and Geelong Grammar becomes successor in law (s 8(1)-(2)). Former holders’ rights in Clyde shares are extinguished (s 6(2)(c)).
The Hermitage (Geelong Church of England Girls’ Grammar School), its council and the Church of England Trust Corporation for the Diocese of Melbourne (Trust Corporation): The council is authorised to transfer property and the Trust Corporation is authorised to transfer property it holds for the Hermitage to Geelong Grammar (s 11). On transfer, the council is discharged and goes out of office (s 12(d)), the Hermitage is dissolved (s 12(f)), and the Trust Corporation is discharged from liability in relation to the transferred property (s 12(b),(e)).
Special trustees and special trusts: The Act identifies specified funds as "special trusts" (s 2(1) definition) and discharges special trustees from obligations to apply those funds for Clyde, instead authorising and directing them to apply the funds for the benefit of Geelong Grammar (s 7).
Donors, testators and scholarship beneficiaries: Section 13 protects past and future donations, bequests and trusts by treating references to Clyde or the Hermitage and their councils as references to Geelong Grammar (s 13(1)). For bursaries or prizes limited to girls, the Act preserves them and directs that they be applied for girls at Geelong Grammar "in as nearly as possible the same way" (s 13(2)(b)). For trusts capable of being awarded to both sexes, the fund is to be applied similarly at Geelong Grammar (s 13(2)(a)).
Creditors, litigants and contracting parties: Where claims, proceedings or actions existed in relation to property transferred, those actions may be continued against or by Geelong Grammar (s 6(5)(e); s 8(2)(e); s 12(i)). Geelong Grammar is liable for liabilities which were binding on the transferors in relation to that property immediately before transfer (s 6(5)(a); s 12(a)). Trustees and custodian trustees are discharged from liability in relation to the transferred property (s 6(5)(b)).
Staff and pupils: The schedules set out transitional arrangements for staff and pupils. For example, Schedule 1 guarantees senior position for Clyde’s Headmistress and protections for staff in relation to superannuation entitlements (Sch 1 cl 11-12). Schedule 2 contains transitional admission and fee arrangements for Hermitage pupils and provides for continuation of scholarships and employment of named staff (Sch 2 cl 7-9; cl 12; cl 17). Those contractual arrangements are validated by the Act (s 4; s 10).
Untraceable shareholders and nominal registered holders: Schedule 1 lists a number of registered shareholders described as "untraceable" and records transfers by the custodian trustees; the Act validates these transfers and deems remaining shares transferred to Geelong Grammar (Sch 1; s 6(1)-(2)).

Who pays and who decides:

Geelong Grammar pays: It is made responsible for liabilities relating to the transferred property and for applying sale proceeds and other assets in line with the Agreements and the Act (s 6(5)(a); s 6(4); Sch 1 cl 5).
Geelong Grammar decides: The Act vests broad administrative discretion in Geelong Grammar to apply transferred property for enumerated educational purposes (s 6(4); s 12(g)). The special trustees are authorised and directed to apply funds to Geelong Grammar (s 7(b)).
Governor in Council: The Governor in Council must proclaim the day for Clyde’s dissolution once sales and transfers are complete (s 8(2); Endnotes record proclamation day).

Diffuse parties potentially affected but not named in the instrument include suppliers, alumni associations, and local communities that lose distinct institutional governance as the schools are legally consolidated. The Act’s explicit saving of gifts and scholarships mitigates some direct harm to beneficiaries, while the deeming clauses transfer donor-directed purposes to Geelong Grammar.

The Act creates duties and rights for specific actors and makes prior rights of some parties extinct by statutory operation. The operative duties and rights are both positive (obligations to act) and permissive (authorisations).

Duties and rights of Geelong Grammar:

Duty to apply transferred property for the benefit of the school: The Act prescribes that Geelong Grammar "shall apply the property to which this section relates for the benefit of the school conducted by Geelong Grammar" and lists illustrative permitted uses (s 6(4)). These uses include acquiring sites, building and maintaining facilities, providing equipment, establishing scholarships and contributing to staff salaries (s 6(4)(a)-(f)).
Right to be successor in law: Geelong Grammar "shall become the successor in law" to holders of transferred shares and to Clyde after dissolution (s 6(2)(b); s 8(2)(b)). This includes succession to contracts, obligations and the right to sue or be sued (s 6(5)(d)-(e); s 8(2)(d)-(e)).
Duty to assume liabilities: Geelong Grammar is deemed to have assumed responsibility for liabilities which were binding on the transferors in relation to the transferred property; claims may be brought against Geelong Grammar (s 6(5)(a); s 12(a)).
Rights under the Agreements: Geelong Grammar acquires rights under the contractual terms of Schs 1-2, such as priority use of proceeds from sale of Clyde property in Sch 1 cl 5 and control over transitional fee structures and staffing arrangements in Schs 1-2.

Duties and rights of trustees, custodian trustees and special trustees:

Deemed valid appointment and validation of past acts: Custodian trustees and nominated trustees are deemed properly appointed and their past acts are validated; trustees are severally discharged from liability in relation to property transferred as stated in the Act (s 5(1)-(2); s 6(5)(b)).
Direction for special trustees: For identified funds (special trusts), special trustees are discharged from prior obligation to apply funds for Clyde and are authorised and directed to apply funds for or in connexion with the operation of Geelong Grammar’s school; the instruments constituting the special trusts "shall with such modifications as are necessary be read and construed accordingly" (s 7(a)-(b)).
Custodian trustees’ transfer validated: The transfer of shares by custodian trustees to Geelong Grammar is validated (s 6(1)).

Duties of transferring councils and corporations:

Council of the Hermitage and the Trust Corporation are authorised to transfer property to Geelong Grammar and are discharged from liabilities in relation to transferred property (s 11-12). The council must give notice to creditors and debtors in Schedule 2 cl 1(b) (Sch 2 cl 1(b)).

Rights of donors and beneficiaries:

Donative dispositions saved: Donations, gifts, bequests and trusts "shall not fail by reason of any provision of this Act" and are to be read as referencing Geelong Grammar and its school or council where the instrument previously referenced Clyde or the Hermitage (s 13(1)). This preserves beneficiaries’ rights, subject to the modifications authorised by the Act.
Scholarships and bursaries: Funds held for scholarships are preserved and, where originally sex-specific, the Act prescribes how they are to be applied at Geelong Grammar (s 13(2)). Schedule 1 also contemplates creation of specific scholarship funds from sale proceeds (Sch 1 cl 5(2)).

Rights of creditors and litigants:

Continuation of proceedings: Any action, arbitration or proceeding that was pending or existing in favour of or against the trustees or transferors in relation to the property is not to be abated and may continue against Geelong Grammar (s 6(5)(e); s 8(2)(e); s 12(i)). Accordingly, creditors maintain redress but against the successor entity.

Extinguishment of prior rights:

Former holders’ rights extinguished: The Act expressly extinguishes rights of former holders in relation to shares once the shares are transferred or deemed transferred to Geelong Grammar (s 6(2)(c)). This is an absolute statutory extinguishment.
Trustees and custodian trustees discharged: Following the transfers, trustees and custodian trustees are discharged from liability related to the property (s 6(5)(b); s 12(b)).

Immunity for past acts:

Immunity from challenge: All acts by trustees, custodian trustees and those nominated for appointment that purported to have been done prior to commencement are deemed to have been properly exercised and "shall not be called in question or challenged in any proceeding in any court whatsoever" (s 5(2)). This provision significantly curtails litigation risk over antecedent decisions.

Authority and constraints deriving from the schedules:

Sch 1 and Sch 2 contain contractual duties and rights, such as required approval by Geelong Grammar for sale terms of Clyde property (Sch 1 cl 4), priorities for the application of sale proceeds (Sch 1 cl 5(1)-(2)), transitional staff positions and fee percentage schedules (Schs 1 cl 11-12; Sch 2 cl 9-11). Those obligations are validated by the Act (s 4; s 10).

Overall, the Act allocates rights to Geelong Grammar (ownership, administration, and liabilities) while discharging prior fiduciaries and preserving donor-directed purposes with modifications. It also preserves creditors’ procedural rights by permitting continuation of proceedings against the successor entity.

The Act does not create criminal offences or express monetary penalties. Its enforcement mechanisms are civil and structural rather than punitive, relying on statutory deeming, transfer, and continuation principles to shape legal remedies and alter liability exposures.

No penal offences: There are no express criminal sanctions, fines or administrative penalties contained in the Act for non-compliance. The Act’s measures are enabling and declaratory rather than penal.

Civil liability allocation and enforcement:

Assumption of liabilities and right to sue or be sued: The Act expressly provides that Geelong Grammar "shall be deemed to have assumed responsibility for all liabilities" binding on transferors in relation to the transferred property and that any claim, action, proceeding or other step may be brought, taken, made or enforced against Geelong Grammar (s 6(5)(a); s 12(a)). This is the principal enforcement pathway for creditors and claimants: they may proceed in civil fora against Geelong Grammar.
Continuation of proceedings: Actions that were pending against or by the transferring bodies "shall not be abated, discontinued or prejudicially affected" and may be prosecuted, continued or enforced by or against Geelong Grammar (s 6(5)(e); s 8(2)(e); s 12(i)). This preserves procedural rights and avoids statutory extinguishment of causes of action.

Immunity for prior actors:

Bars on challenge to prior acts: Section 5(2) prevents judicial challenge of acts done by custodian trustees, trustees and special trustees before the Act’s commencement. That clause functions as a statutory bar to remedies that might otherwise be available to parties contesting prior actions. Practically, this means that relief that would seek to unwind or set aside pre-commencement transfers or appointments is not available in court.

Contractual enforcement under validated agreements:

Schedules incorporated: The Agreements in Schs 1-2 are approved, validated and ratified by the Act (s 4; s 10). Where the schedules create contractual obligations (for example, the sequence of application of sale proceeds in Sch 1 cl 5), enforcement is by ordinary civil action in contract or trust law against the party with the relevant obligation , commonly Geelong Grammar as transferee, or other contracting parties as appropriate.

Discharge of fiduciaries:

Discharge provisions (s 6(5)(b); s 12(b)) mean that trustees, custodian trustees, the council and the Trust Corporation are severally discharged from liability "in relation to that property" after transfer. That statutory discharge reduces the universe of potential defendants for post-transfer claims, channeling enforcement towards Geelong Grammar.

Legislative primacy:

The Act’s provision that it shall have effect "notwithstanding anything to the contrary in any instrument or in any Act or rule of law" (s 14) enforces the statutory outcome and reduces the possibility of successful legal challenge based on inconsistency. This clause elevates the Act above conflicting private instruments and ordinary rules of law insofar as those conflicts exist.

Administrative steps for dissolution:

For Clyde, dissolution occurs on a day to be proclaimed by the Governor in Council after completion of sale and transfer (s 8(2); Endnotes record the day fixed as 1 November 1977). The proclamation is an administrative enforcement step to trigger the deemed succession consequences (s 8(2)(a)-(f)).

No express regulatory supervision: The Act does not establish ongoing statutory supervision (e.g., reporting requirements, audits, regulatory oversight) of Geelong Grammar’s administration of the acquired property or of the special trusts beyond the express directions in the schedules and the duty to apply property for the school’s benefit (s 6(4); s 7). Oversight, if any, would therefore arise from general trust and charity law, donor terms preserved by s 13, or the terms of the validated agreements.

In summary, enforcement is channelled through civil remedies against Geelong Grammar and through statutory immunities that prevent retrospective challenges to trustee conduct. The Act’s primacy clause and deeming provisions effectuate the transfer and limit available legal contests, rather than attaching criminal sanctions.

The Act is explicitly framed to override inconsistent private instruments and some other laws, while operating alongside existing company and trust law frameworks. The interaction points are statutory deeming that modifies property and trust relationships, interplay with corporate registration and transfer mechanics, and preservation or modification of donor-directed trusts.

Statutory primacy: Section 14 states the Act "shall have effect notwithstanding anything to the contrary in any instrument or in any Act or rule of law." That establishes the Act’s supremacy to the extent of inconsistency. Practically, an instrument (for example, a trust deed or articles) or a statutory provision that would otherwise prevent the transfers or adjustments effected by this Act is displaced by this provision.

Company law interactions:

Shares and corporate succession: The Act validates the transfer of shares in Clyde and deems remaining shares to have been transferred to Geelong Grammar (s 6(1)-(2)). This interacts with company law principles of share transfer, registration of members and corporate capacity. By statutory deeming, the Act alters the register of members and potential rights attached to shareholdings regardless of the standard company law processes that would otherwise govern transfers.
Dissolution of Clyde and cessation of corporate existence: The Act dissolves Clyde on a proclaimed day after completion of sale and transfer, with concomitant transfer of rights and liabilities (s 8(2)). This statutory dissolution operates in place of ordinary winding-up procedures under company law and is enabled by the Act’s validation of the underlying agreements.

Trust and trust corporation law:

Trust deeds and trustee actions: The Act validates trustees’ prior acts and authorises trustees and custodian trustees to transfer property (s 5; s 6(3)). For the Trust Corporation (a body incorporated under the Trusts Corporation Act 1884, referenced in the Preamble and Sch 2), the Act authorises transfers that the Trust Corporation might otherwise require formal instruction or court sanction to perform. The Act’s deeming disposes of legal questions about trustee power and capacity to transfer the trust property for the amalgamation.
Special trusts and donor intent: Section 13 preserves donor-directed dispositions but modifies references to identify Geelong Grammar as the beneficiary or relevant school. Where the instrument requires application to specific beneficiary classes (e.g., "girls"), s 13(2) prescribes how those trusts are to continue to operate at Geelong Grammar. This statutory modification changes the legal identity of the recipient but seeks to preserve the benevolent purpose.

Property and real-estate law:

Sale, transfer and mortgage: The schedules identify specific land and mortgage interests to be transferred (Sch 2 First Schedule), and Sch 1 anticipates sale of embodied property in Woodend with Geelong Grammar’s approval (Sch 1 cl 4-5). The Act validates transfers and the sequence of priority application of sale proceeds (s 6(3); s 8(1); Sch 1). The statutory effect avoids contested disputes under property transfer and mortgage instruments by authorising the transfers.

Procedural law and litigation:

Bar on retrospective challenge: Section 5(2) bars challenge to prior acts "in any court whatsoever," limiting litigation options under common law or statute. This reduces exposure to claims seeking rescission or voiding of prior transactions. Conversely, s 6(5)(e), s 8(2)(e) and s 12(i) preserve continuance of pending litigation by or against transferors and permit continuation against or by Geelong Grammar.

Charity and education regulation:

The Act modifies the beneficiary identity of charitable trusts in education and thus interacts with charity law, but it does not expressly engage the charity regulator or require registration changes. Preservation of scholarships and bursaries is enacted by s 13 and by schedule clauses that continue named scholarships (Sch 1 cl 9; Sch 2 cl 12-13).

Interplay with corporate governance and internal articles:

The Acts and Schedules often assume existing constitutional power to amalgamate in Clyde’s Memorandum and the Hermitage constitution (Preamble; Sch 1 recitals; Sch 2 recitals). The statutory validation relieves parties from constraints in constituent documents where inconsistencies might have occurred by reason of litigation risk or gaps in corporate power.

Administrative law and proclamation:

The Governor in Council’s proclamation to fix Clyde’s dissolution day is an administrative mechanism that must be performed for dissolution consequences to attach (s 8(2)). The Endnotes record that the day fixed for s 8(2) was 1 November 1977, demonstrating the Act’s reliance on executive act to finalise legal effect.

In short, the Act overlays statutory modifications on ordinary company, trust and property law processes. Where ordinary processes might have left doubt about capacity, proper appointment, or donor intent, the Act eliminates those doubts by validating prior acts, transferring rights and obligations to a single successor and preserving charitable purposes by statutory reinterpretation.

The Act as provided in the source carries a concise amendment history and statutory metadata. Key points from the Endnotes and the Act text:

Date of assent and commencement: The Geelong Grammar Schools Amalgamations Act 1977 was assented to and came into operation on 10 May 1977 (s 1(2); Endnotes 1). The Act’s commencement is immediate upon Royal Assent per the express provision.
No subsequent amendments listed: The Endnotes contain a "Table of Amendments" noting that there are no amendments to the Act by later Acts or subordinate instruments (Endnotes 2). The version provided is "Version as at 20 October 1999" but shows no recorded amendments in the notes.
Proclamation date for dissolution of Clyde: Section 8(2) contemplates dissolution upon a day to be fixed by proclamation of the Governor in Council after completion of sale and transfer. The Explanatory Details note that the day fixed for s 8(2) is 1 November 1977 and references Government Gazette 19 October 1977 page 3208 (Endnotes 3). That proclamation was an administrative step required by the Act to trigger the dissolution and succession consequences for Clyde.
Schedules adopted contemporaneously: The two Agreements contained in Schedule 1 and Schedule 2 are dated in late 1975 (28 and 11 December 1975 respectively). The Act was enacted in 1977 to validate and give effect to those agreements. The schedules themselves are agreements entered into by the parties and incorporated into the Act, and the Act (s 4; s 10) ratifies them.
No recorded judicial decisions or statutory amendments changing operative effect: The source contains no updated amendments and no judicial history recorded as amending or interpreting the provisions. For litigation history, see the dedicated section below.

Because the Act contains no later amendments recorded in the materials supplied, the operative provisions remain as originally enacted and validated. Practitioners should nonetheless check current consolidated legislation resources and any later legislative instruments or court decisions outside this source to confirm that no later modification or judicial development has altered the Act’s application since the version as at 20 October 1999.

The source document does not record any litigation arising under the Act, nor does it cite judicial decisions construing the provisions. The Act itself contains provisions designed to curtail litigation risk and to preserve the validity of prior transfers and acts, notably:

Section 5(2) provides that "all acts of the persons referred to in sub-section (1) done before the commencement of this Act which purported to have been done in exercise of the powers and functions of custodian trustees, trustees or special trustees shall be deemed to have been acts done in the due and proper exercise of those powers and functions and shall not be called in question or challenged in any proceeding in any court whatsoever." That clause limits the prospect of subsequent litigation seeking to unwind or invalidate pre-commencement acts undertaken to effect the amalgamations.
Sections 6(5)(e), 8(2)(e) and 12(i) preserve pending proceedings by allowing actions existing or pending immediately before transfer to be prosecuted, continued or enforced by or against Geelong Grammar. That approach keeps pending litigation alive but redirected to the successor entity rather than being extinguished.

Given the statutory bars and the Act’s validation of prior agreements, the recorded materials do not include or discuss court challenges. The absence of litigation records in the source is a factual observation; it does not preclude that litigation could have occurred elsewhere or subsequently. Practitioners interested in any judicial interpretation or challenge should search case law databases for decisions referencing the Geelong Grammar Schools Amalgamations Act 1977 or the specific Schedules and parties.

For present purposes, the Act’s language shows a legislative intention to minimise post-enactment litigation about the validity of the transfers and to channel remaining claims to the successor entity (Geelong Grammar). The Act’s explicit non-challenge clause (s 5(2)) is an unusual but permissible statutory mechanism to settle legal title and trustee action disputes by eliminating prospects for retrospective judicial upset.

A number of operational and legal detail points in the Act and its schedules can produce unintended outcomes if overlooked. The following items are drawn directly from the statutory text and the schedules and identify where attention is required.

Statutory extinguishment of former holders’ rights (s 6(2)(c)):

Once shares are transferred or deemed transferred to Geelong Grammar, the rights of former holders "shall be absolutely extinguished." Any party who expects to retain shareholder rights must note that the Act removes such interests by statute. There is no mechanism in the Act for those former holders to claim replacement rights in Geelong Grammar.

Immunity from challenge for prior acts (s 5(2)):

Section 5(2) bars challenge to prior trustee acts "in any court whatsoever." This is a blunt bar. Parties who believe they have a right to contest pre-commencement decisions or appointments will not be able to do so under ordinary court processes. The clause forecloses rescission or setting aside claims relating to pre-commencement acts validated by the Act.

Discharge of trustees and custodian trustees (s 6(5)(b); s 12(b)):

Trustees and custodian trustees are severally discharged from liabilities "in relation to that property." Creditors dependent on trustee recourse need to redirect claims to Geelong Grammar, which is deemed to have assumed liabilities (s 6(5)(a)). The statutory discharge narrows the defendant field.

Continuation of pending proceedings against the successor (s 6(5)(e); s 8(2)(e); s 12(i)):

While pending proceedings may continue, they continue against Geelong Grammar. Parties should verify suits’ continuance and consider whether service, jurisdictional basis, or other procedural matters need re-filing or notice to reflect the successor party.

Proclamation requirement to dissolve Clyde (s 8(2)):

Clyde's dissolution is contingent on a proclamation after completion of sale and transfer. Absent the proclamation the deemed dissolution consequences do not automatically occur. Practitioners must verify the proclamation date (Endnotes record 1 November 1977 for section 8(2)).

Application of sale proceeds is constrained by Sch 1 cl 5 priorities:

Sch 1 cl 5 sets out a sequence for using proceeds from sale of Clyde’s Woodend property including paying liabilities, reimbursement to Geelong Grammar for amounts paid, building Clyde House and contributing to classroom costs. Geelong Grammar’s later discretion to apply property (s 6(4)) is therefore subject to the more detailed Sch 1 priorities. Overlooking the schedule’s priorities could lead to misapplication of funds.

Indemnity to Clyde’s council (Sch 1 cl 16):

Schedule 1 contains an indemnity by Geelong Grammar to hold Clyde’s council indemnified against "any future liabilities not disclosed in the Audited Balance Sheet of Clyde at the 31st day of January 1975 except future expenditure capital or extraordinary not approved by Geelong Grammar." This is a contractual protection for council members but it is a private obligation of Geelong Grammar, not a statutory immunity for the council against all liabilities. The indemnity’s scope is constrained by its terms.

Gender-specific scholarship trusts (s 13(2)):

The Act preserves sex-limited scholarships but requires that if a scholarship was limited to girls, the fund "shall be applied ... for the benefit of girls only" at Geelong Grammar "in as nearly as possible the same way" as previously. Where the donor’s purpose is narrower or contains specific selection criteria tied to the dissolved entity, interpretation issues may arise and will require careful administration to honour both donor intent and the statutory direction.

Governance changes and staff transitions (Schs 1-2):

The schedules contain commitments about staffing, senior roles and entitlements (Sch 1 cl 11-12; Sch 2 cl 7-12; cl 17). These are contractual commitments validated by the Act but do not negate other legal obligations such as employment law or superannuation entitlements. Implementation requires administrative steps to transfer employment and preserve accrued benefits.

Transfer mechanics and records:

Although the Act validates transfers and deems transfers of shares and property, practical corporate and land registry steps (registration of share transfers, conveyancing, title updating) still require lodging and proper documentation. The Act does not eliminate the need for proper register updates and land title dealings; those steps remain necessary to reflect the new legal position in public registers.

Schedules contain detailed and binding obligations:

Parties may misread the Act if they ignore the schedules. Because the Agreements are validated by the Act (s 4; s 10), their contractual clauses (for example Sch 1 cl 4 requiring Geelong’s approval of sale terms) are binding and must be followed. Conflicts between schedule terms and general statutory permissions should be resolved in light of the Act’s validation clauses.

No express external oversight:

The Act does not create an external compliance regime to monitor Geelong Grammar’s application of funds or ongoing trust administration beyond donor protections in s 13 and contractual obligations in the schedules. That leaves enforcement largely to private rights of action and trust/charity regulation outside the Act.

These "gotchas" show where statutory mechanics interact with practical implementation. Parties implementing the transfers should ensure formal steps (conveyancing, registry updates, notices to creditors, compliance with Sch 1 cl 5 priorities, and obtaining the proclamation where required) are completed and documented.

For trustees, councils, Geelong Grammar and associated professional advisers, compliance entails completing the administrative, contractual and statutory steps the Act contemplates, and observing the priorities and protections contained in the schedules and operative sections.

Checklist of immediate and continuing compliance steps, with statutory references:

Validate and record transfers:

Ensure that the transfers of shares in Clyde by the custodian trustees to Geelong Grammar have been effected and recorded, noting that section 6(1) validates those transfers and section 6(2)(a) deems remaining shares to have been transferred. Lodge share transfer forms and update the company register for Clyde and Geelong Grammar as appropriate, notwithstanding statutory validation (s 6(1)-(2)).

For transfers of land or other real property, execute and lodge conveyances or transfer instruments as required by land titles law. Schedule 2 lists specific assets (First Schedule) and the Trust Corporation is authorised to transfer them to Geelong Grammar (s 11; Sch 2). Ensure mortgage and title instruments are discharged or amended in accordance with transactional requirements.

Complete sale of Clyde’s Woodend property and apply proceeds per Sch 1 cl 5:

Sch 1 cl 4 and s 8(1) authorise and direct the sale of Clyde’s Woodend property and state that Geelong Grammar must approve sale price, terms and purchaser (Sch 1 cl 4). Sch 1 cl 5 prescribes the order of priority for applying proceeds: payment of liabilities, reimbursement to Geelong Grammar for liabilities it paid, construction of Clyde House and reimbursement for related expenditures, shifting and installation costs, and contribution to classroom costs. Ensure accounting records trace proceeds to each priority and preserve evidence of payments and reimbursement amounts.

Arrange proclamation for Clyde dissolution after sales and transfers:

Section 8(2) requires a Governor in Council proclamation to fix the proclaimed day for dissolution after sale and transfer completion. Coordinate with the relevant government department to request the proclamation once conditions are met, and confirm publication in the Government Gazette (Endnotes show that the day fixed was 1 November 1977 for this Act).

Notify creditors and debtors (Sch 2 cl 1(b)):

Schedule 2 requires the Hermitage to notify creditors and debtors of the transfer and assignment. Ensure written notices are issued and kept on file. Record responses and any claims.

Preserve and apply trusts and scholarships consistent with s 13:

Review all trust deeds, bequests and scholarships to identify donor restrictions, especially gender-specific bursaries. For funds held in trust for pupils of Clyde or Hermitage, apply them "in as nearly as possible the same way" at Geelong Grammar as required by s 13(2). Amend trust administration procedures to reflect Geelong Grammar as beneficiary, and seek legal advice if donor instruments contain ambiguous or restrictive terms.

Implement staff and pupil transitional arrangements from Schs 1-2:

Observe contractual commitments such as senior appointment for the Headmistress of Clyde (Sch 1 cl 11), protection of accrued superannuation benefits for transferred staff (Sch 1 cl 12), and fee transition schedules for Hermitage pupils (Sch 2 cl 9). Confirm employment contract variations, ensure portability of entitlements, and keep records of offers and acceptances.

Apply special trust funds per s 7:

Identify the special trusts (Clyde School Building and Maintenance Fund; Moira Kimpton Memorial Library Fund; Nancy Laidlaw Educational Trust; Lytton Stephens Scholarship Fund) and take the steps necessary to have special trustees apply funds to Geelong Grammar. The Act discharges special trustees from obligations to apply funds to Clyde and "authorizes and directs" application to Geelong Grammar (s 7). Document trust accounting and ensure any required modifications to trust instruments are effected consistent with the statutory direction.

Preserve and implement schedule-specific obligations:

Sch 1 cl 6 allows Clyde to make a sale condition preventing use of the name "Clyde" in association with the property; Sch 1 cl 7-10 sets admissions, uniforms and scholarship protections. Sch 2 cl 14 preserves the name "The Hermitage" for buildings and grounds. Implement naming, branding and uniform policies in line with these clauses.

Maintain documentation of pre-commencement acts and reliance on s 5(2):

For institutional records, keep contemporaneous documentation of trustee actions, transfers and approvals made before enactment that relied on the agreements. Although s 5(2) validates those acts and bars challenge, document retention remains sensible for governance and potential third-party enquiries.

Monitor continuing obligations and donor communications:

For affected donors and alumni groups, communicate clearly how gifts, scholarships and named funds will be administered at Geelong Grammar, consistent with s 13 and schedule commitments. Update disclosure materials and donor-facing documents to show the beneficiary institution as Geelong Grammar.

Seek professional sign-offs for registration and taxation implications:

Although not addressed directly in the Act, complete company and taxation administrative tasks affected by transfers: update company records, confirm charitable or tax-exempt status continuity for particular funds, and ensure compliance with any reporting obligations under charity or tax law.

Check court records and pending litigation:

Where litigation was pending before transferors, ensure appropriate steps are taken to substitute or notify the successor party and update pleadings, service addresses and solicitors so that proceedings continue properly against or by Geelong Grammar (s 6(5)(e); s 8(2)(e); s 12(i)).

Confirm the Act’s continued applicability:

Although the Endnotes report no amendments as at the version date, confirm there have been no later statutory amendments or judicial developments that alter the Act’s operation by checking current legislative databases and case law.

In sum, compliance is a mix of completing statutory and administrative formalities (registration, conveyancing and the proclamation), following the injection priorities and contractual obligations set out in the schedules, and ensuring trust and employment entitlements continue to be honoured. Legal and accounting advisers should coordinate to ensure the statutory deeming and schedule priorities are reflected in practical accounting, trust accounting and public registers.

Geelong Grammars Schools Amalgamations Act 1977

Plain English Summary

Deep Dive

What it does

Current sections

Geelong Grammars Schools Amalgamations Act 1977

Source text: opening excerpt

1 Geelong Grammars Schools Amalgamations Act 1977

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply