Newington College Council Act 1922

The Act is structured around a small set of organising legal concepts: incorporation and corporate capacity (s 1); Synod approval and oversight for land dealings and regulation (s 1A, s 12, s 17); third-party protections and evidentiary presumptions (ss 2, 3, 5, 17A); trust-holding and purpose limitation for assets (ss 6, 7, 8, 13); governance architecture for the council (ss 9-16); and administrative and reporting obligations (s 17). The First and Second Schedules specify the principal land assets.

Incorporation and capacity: s 1 makes the council a body politic and corporate with perpetual succession, a common seal, the capacity to contract, sue and be sued, and broad powers to acquire and dispose of real and personal property and to issue debentures. That is the fundamental legal transformation the Act effects.

Synod approval and doctrinal conformity: s 1A requires Synod approval for sales, mortgages, charges, leases and other dispositions of lands and hereditaments vested in the council. Section 12 permits the council to make regulations about the conduct of the school and courses of education and religious instruction, but such regulations must not contravene the teachings and tenets of The Uniting Church in Australia and are subject to review and alteration by the Synod. These provisions create an express link between ecclesiastical oversight and property/regulatory decisions of the corporate council.

Third-party protections and evidence rules: s 2 relieves purchasers, mortgagees, lessees and the Registrar-General from the duty to investigate the propriety or internal authorisation of dispositions made under the Act. Section 3 provides that payment of proceeds to persons purporting to be authorised by council resolution discharges the payer. Section 5 provides that a copy of a council resolution certified by the Moderator and two councillors is prima facie evidence that the resolution was duly passed. Section 17A gives a certificate signed by the Moderator conclusive evidence regarding the regulations in force under the Act, consents/approvals/directions given under the Act or the regulations, and the identity of elected councillors.

Trust-holding and purpose limitation: ss 6, 7 and 13 deal with the vesting and holding of property. Section 6 vests the lands in the First and Second Schedules and other property formerly held on trusts for the collegiate school in the incorporated council, subject to existing mortgages, liens and encumbrances. Section 7 prescribes how prior and future testamentary instruments, gifts and trusts that refer to the collegiate school or its council are to be construed as referring to the incorporated council. Section 13 directs the council to hold property upon trust to carry out the council’s regulations and the general objects of the collegiate school as set out in the 1873 indenture, and revokes certain trusts that previously applied to the lands in the Second Schedule.

Application of proceeds and investment limitations: s 8 lists permissible applications of proceeds from sales, mortgages or issuance of debentures, namely: building and permanent improvements on lands vested in the council (s 8(a)), liquidation of mortgages and liabilities related to the lands or council (s 8(b)), purchase of fee-simple estates in Cumberland county for college purposes (s 8(c)), and disposition as directed by the Synod (s 8(d)). Section 4 sets parameters for temporary investments of such moneys pending application, including government or real securities in New South Wales or the Commonwealth, fixed bank deposits, or other investments as provided by council resolution.

Governance mechanics: Part of the Act sets out the size and composition of the council (s 9), staggering of initial terms, ex officio membership of the Synod Moderator where applicable (s 9(4)), vacancy-filling processes (s 11), quorum (nine members) (s 11; s 15), chairing and casting vote rules (s 15), the council’s powers to appoint committees, officers, and the headmaster (s 14), and reporting obligations to the Synod including financial statements (s 17).

Collectively, these concepts set an institutional balance: the council operates as the corporate vehicle to hold and manage assets and run the school, while the Synod retains approval powers over major disposals, a doctrinal check over regulations, and evidentiary/administrative centralisation through certificates and review rights.

Primary actors named and affected in the Act are the Council of Newington College, the Synod of The Uniting Church in Australia in New South Wales (and any committee empowered by it), councillors (including ordained ministers and lay councillors), purchasers, mortgagees, lessees and the Registrar-General, members of the Old Newingtonians Union insofar as they nominate councillor candidates, the headmaster and officers of the school, the Moderator of the Synod, and persons holding or transmitting property to the college by will or other instrument.

Council of Newington College: The council is the principal actor: the Act creates it as a corporate entity (s 1), vests land and other property in it (s 6), imposes duties to hold property on trust for the school’s objects and to apply proceeds in certain ways (ss 8, 13), empowers it to make regulations subject to Synod review (s 12), and gives it power to appoint and dismiss the headmaster and other officers and to make rules and by-laws (s 14).

Synod and its committees: The Synod is the gatekeeper for land dispositions and for review of regulations. Section 1A requires Synod approval (or committee approval) before any sale, mortgage, charge, lease or other disposal of lands or hereditaments vested in the council. Section 12 subjects council regulations to review and alteration at any meeting of the Synod. Section 16 allows the Synod to appoint a visitor and chaplain. Section 8(d) reserves to the Synod the power to direct otherwise regarding application or disposition of proceeds. Section 17 requires the council to report to each annual Synod and present a balance-sheet.

Councillors, nominated groups and the Moderator: Section 9 prescribes the council’s constitution: 24 councillors with a specified mix of ordained ministers and laypersons and designated representation for nominees from the Old Newingtonians Union. The Moderator of the Synod has prescribed roles: presiding at council meetings where present (s 15), signing certificates (ss 5, 17A), and acting as ex officio councillor if the Synod President is not an elected councillor (s 9(4) as adapted).

Third parties dealing with college property: Purchasers, mortgagees, lessees and the Registrar-General are explicitly addressed by s 2 which relieves them of concern to inquire into the necessity or propriety of dealings undertaken under the powers of the Act; they also benefit from the discharge effect of receipts given by persons purporting to be authorised by council resolution (s 3). Section 5 gives a certified resolution prima facie evidentiary weight in dealings, and s 17A gives the Moderator’s certificate conclusive effect on certain matters, affecting the evidentiary posture for third parties.

Donors, testators and beneficiaries: Section 7 alters the operation of testamentary and other instruments by directing that references to the collegiate school or its objects be read as references to the incorporated council. Persons liable to pay or transfer under such instruments obtain sufficient discharge from the council’s receipt. Persons with existing rights in contract or tort against the former unincorporated council retain those rights and may enforce them against the incorporated council (s 18).

Local land registry and property law actors: The First and Second Schedules describe specific land parcels in Stanmore and the county of Cumberland. The Act contemplates dealings that will involve the Registrar-General (s 2) and references Real Property Act application numbers in the Schedules, indicating intersection with land title registration processes described there.

Those indirectly affected include headmaster applicants (s 14A) as the Act prescribes application and advertising processes when the headmaster’s office is vacant, and any person or entity that might otherwise rely on trust terms that the Act revokes with respect to the lands in the Second Schedule (s 13).

In short, the Act affects the incorporated college council, the Synod and its executive actors, specified categories of councillors and nominators, third parties contracting for or acquiring college property, testamentary counterparties, and persons with existing legal claims against the former unincorporated council.

The Act creates identifiable duties for the council and rights for various counterparties. It also establishes evidentiary and procedural rights that alter ordinary expectations in property transactions.

Duties of the council

• Hold property on trust. Section 13 directs that the council hold all property vested in it upon trust to carry into effect the regulations under the Act and the general objects of the collegiate school as set out in the 1873 indenture. The council must also observe any residual trusts of instruments unless properly revoked or varied as provided by the Act (s 7; s 13).
• Seek Synod approval for disposals. Section 1A makes it a precondition to sell, mortgage, charge, lease or otherwise dispose of lands and hereditaments vested in the council that approval be first obtained from the Synod or a committee empowered by it.
• Apply proceeds in restricted ways. Section 8 prescribes permissible uses for the proceeds of sales, mortgages, charges or debentures: (a) construction of permanent buildings and improvements on lands vested in the council; (b) liquidation of mortgages, encumbrances or liabilities on related lands or the council; (c) purchase of fee-simple estates within the county of Cumberland for college purposes; and (d) otherwise dispose of moneys as directed by the Synod.
• Invest temporarily per council resolution and in specified instruments. Section 4 permits temporary investment of moneys pending application in government or real securities in NSW or the Commonwealth, in fixed bank deposits, or otherwise as council resolutions provide, after paying proper costs and expenses.
• Make and operate regulations subject to Synod review and doctrinal conformity. Section 12 permits the council to formulate regulations for school conduct, courses of education and religious instruction, provided those regulations do not contravene Uniting Church teachings and are subject to review and alteration by the Synod.
• Report to the Synod annually with financial statements. Section 17 requires the council to report its proceedings and the progress and condition of the school to each annual Synod, and to present a balance-sheet showing the council’s financial position.
• Governance duties. The council must observe quorum rules (nine members) and chairing/casting vote procedures at meetings (s 15). It must manage appointments of committees, officers and the headmaster, and determinations of remuneration (s 14).

Rights and protections conferred

• Corporate rights. The council has capacity to take, hold and dispose of property, to enter contracts, sue and be sued (s 1).
• Evidentiary advantages in dealings. Section 5 makes a document purporting to be a certified copy of a council resolution prima facie evidence of the resolution’s validity in favour of persons purchasing or advancing moneys. Section 17A gives a certificate signed by the Moderator conclusive evidence as to the regulations in force under the Act, any consent/approval/direction given under the Act or the regulations, and the identity of persons elected to the council.
• Protection for third parties against internal irregularity. Section 2 absolves purchasers, mortgagees, lessees and the Registrar-General from the duty to inquire into the necessity, propriety or mode of exercising the council’s powers, and immunises them from being affected by notice of unauthorised, irregular or improper exercise. Section 3 declares that payment to the person or persons purporting to be authorised by council resolution and their receipt is an effective discharge.
• Preservation of pre-existing rights. Section 18 confirms that nothing in the Act shall be deemed to prejudicially affect or deprive any person of any rights arising out of contract or tort that they had at the time of the Act, and rights enforceable against the unincorporated council remain enforceable against the incorporated council.

Procedural rights and appointment mechanics

• Specific election and nomination rights. Section 9 sets out who elects councillors (the NSW Conference of the Methodist Church of Australasia, transitioning to the Synod) and specifies the number of ordained minister and lay councillors, with two of each group of five lay councillors to be representatives nominated by the Old Newingtonians Union. That creates rights in the Union to nominate candidates, albeit subject to the conference’s discretion to reject nominees for personal unsuitability (s 9(5)-(6)).
• Vacancy filling and term rights. Section 11 permits the council to fill vacancies between annual Synod meetings and specifies that appointees serve the remainder of their predecessor’s term. Section 10 ensures councillors hold office until successors are appointed.

Limits and exclusions

• Restrictions on application of proceeds and investment options (ss 4, 8) limit unilateral freedom to redirect funds. Section 12’s prohibition on contravening Uniting Church teachings limits the council’s regulatory autonomy regarding education and religious instruction.

Taken together, these provisions create a framework of corporate rights for the council paired with supervisory and doctrinal constraints enforced through approval requirements, evidentiary devices and reporting duties. The Act also builds legal certainty for third parties dealing with the council by providing conclusive and prima facie evidence mechanisms and payment discharge rules.

The text of the Act sets out mechanisms for control, evidentiary presumptions and civil remedies, but it does not create express criminal offences or statutory penalty amounts within the provisions quoted. Enforcement of the Act’s requirements therefore operates primarily through civil and institutional channels, evidentiary presumptions and the internal governance procedures it establishes.

Evidentiary and administrative enforcement mechanisms

• Moderator’s certificates and certified resolutions. Section 17A makes a certificate by the Moderator conclusive evidence as to the regulations in force under the Act, any consent, approval or direction given under the Act or the regulations, and the identity of persons elected to the council. Section 5 declares a copy of a council resolution certified by the Moderator and two councillors shall be prima facie evidence of that resolution and conclusive evidence that such resolutions were duly passed. These provisions give the Synod/Moderator and certified officers decisive evidentiary leverage in disputes about authority or procedural regularity.
• Payment and receipt protections. Section 3 provides that moneys arising from a sale, exchange, mortgage, lease or other dealing under powers granted by the Act shall be paid to persons purporting to be authorised by council resolution and that such receipts are an effective discharge. This reduces the exposure of payers (including the council) to claims that funds were misapplied, and limits the remedies available against purchasers or lenders who acted on certified authority.
• Third-party non-inquiry rule. Section 2 prevents purchasers, mortgagees, lessees and the Registrar-General from being required to inquire into the necessity or propriety of sales or mortgages purporting to be made under the Act and shields such third parties from being affected by notice that an exercise of power was unauthorised or irregular. That protection reduces the scope of contestable transactions and lowers the likelihood that internal irregularity will invalidate transfers or give rise to successful claims against third parties.

Civil enforcement and rights of action

• Suitability of civil litigation. Section 1 expressly provides that the council may sue and be sued. Section 18 preserves pre-existing rights arising from contract or tort against members of the unincorporated council, enabling enforcement of those rights against the incorporated council in like manner. Consequently, parties with contractual or tortious claims retain civil remedies; the Act does not remove the courts’ capacity to adjudicate such disputes. Remedies are thus likely to be pursued through ordinary civil process rather than special statutory penalties.
• Trust and equitable remedies. The council holds property on trusts for the school’s objects (s 13) and must apply proceeds in specified ways (s 8). If trustees breach trust duties (for example, by applying sale proceeds outside the permitted categories), equitable remedies such as accounts, injunctions or tracing would ordinarily be available in equity. The Act does not, however, itself prescribe enforcement mechanisms unique to trust breaches; the courts’ general equitable jurisdiction would be the enforcement route.

Absence of express criminal sanctions

• No penal clauses in the text provided. The Act as printed in the supplied text does not create criminal penalties, fines, or imprisonment for breaches of its provisions. Compliance and corrections therefore depend on Synod approval, internal governance correction, civil suit, or equitable relief.

Institutional enforcement through Synod oversight

• Synod oversight as regulatory control. The Synod’s power to approve disposals (s 1A), to direct application of proceeds (s 8(d)), and to review and alter council regulations (s 12) functions as a non-judicial enforcement mechanism. The Synod can withhold approval or exercise its directing power to influence council conduct. The Synod may also appoint visitors and chaplains (s 16) and receive reports and balance-sheets from the council (s 17), enabling ongoing oversight.

Practical consequences for enforcement

• Because third parties are protected under the Act’s non-inquiry and receipt rules (ss 2-3), enforcement actions challenging disposals or payments will most likely target the council internally, seek equitable remedies such as recovery from the council of misapplied funds, or invoke the courts’ supervisory powers where the Synod’s conclusive certificates are attacked on grounds external to the Act’s conclusive-effect provisions. The Act’s conferment of conclusive evidence on Moderator certificates (s 17A) narrows opportunities to litigate certain questions of internal procedure before third-party consequences attach.

In sum, the Act confers strong procedural protections and evidentiary presumptions favouring the council and third parties, relies on Synod oversight and the courts’ ordinary civil and equitable jurisdictions to address breaches, and does not create statutory criminal penalties in the text provided.

The Act refers to and operates alongside other legal domains: land title and registry processes, testamentary and trust law, corporate capacity and liabilities, and ecclesiastical governance. The text itself embeds cross-references and procedural interfaces rather than explicit statutory overrides of particular external Acts, and these interfaces determine how the Act will operate in practice.

Land title and registration

• Registrar-General and Real Property Act contexts. Section 2 expressly mentions the Registrar-General in the list of persons who shall not be concerned to inquire into the propriety of dealings purportedly made under the powers of the Act. The First and Second Schedules identify land by descriptions and specific "Real Property Act application" numbers, signalling interaction with land title processes under real property legislation. The Act’s provisions that purchasers and the Registrar-General need not inquire into the internal propriety of dispositions (s 2), and that certified resolutions are prima facie evidence (s 5), are procedural devices that affect how the Registrar-General and title registration officials receive instruments and effect registrations under the Real Property Act framework.

Testamentary, trust and succession law

• Reinterpretation of instruments. Section 7 directs that wills, deeds and other instruments that take effect before, at or after the Act and that name the collegiate school or its council shall be construed and operate as if they had named the incorporated council. That provision alters the beneficiary identification and recipient structures for testamentary dispositions and gifts. Section 13 revokes former trusts declared by an 1907 indenture with respect to the Second Schedule land, thereby operating as a statutory variation of certain trust terms where the lands are concerned. These provisions interact with ordinary trust principles and the courts’ jurisdiction over trusts by effecting statutory vesting and, where specified, statutory revocation of particular trusts.

Corporate and contract law

• Corporate capacity and liabilities. Section 1 endows the council with corporate personality, enabling it to contract, sue and be sued, and to hold property in its name. Section 18 preserves any rights in contract or tort that existed prior to the Act, enabling contractual claims and tort claims to be enforced against the new corporation as they were against the unincorporated council. That preserves continuity of obligations and liabilities under general contract and tort law.

Church governance and doctrinal limits

• Synod powers and doctrinal conformity. The Act makes multiple references to The Uniting Church in Australia in New South Wales (s 1A; s 12; s 16; s 17; s 17A). Section 12 requires that council regulations not contravene the teachings and tenets of the Uniting Church, and that such regulations are reviewable by the Synod. Section 1A gives the Synod approval power over disposals. These provisions create an interface between ecclesiastical governance and the council’s legal powers and construe certain corporate decisions as subject to religious governance norms. They therefore operate at the intersection of civil property law and church polity.

Evidentiary law and administrative procedure

• Prima facie and conclusive certificates. Sections 5 and 17A create statutory evidentiary presumptions and conclusive certificates. Those provisions influence procedural law by altering the evidentiary burden in disputes about whether a resolution was passed, who was elected, or whether consents were given. They reduce the capacity of courts or other parties to challenge internal decisions absent evidence that falls outside the statutory conclusive presumption.

Equity and trustee duties

• Trust holding and permitted uses. Sections 6, 8 and 13 place the council in a trustee role for certain property and specify limited permitted uses for proceeds of land dealings. These provisions intersect with equitable remedies and principles governing trustees and fiduciary duties. If the council departs from the specified uses, equitable relief such as injunctions, accounts and relief against breach of trust would be available through the ordinary jurisdiction of the courts.

Absence of express overrides

• No explicit repeal or derogation clauses aside from particular trust revocation. The Act revokes certain trusts declared by an earlier indenture in relation to the Second Schedule land (s 13), but otherwise does not expressly state how it overrides other Acts. The practical interaction therefore relies on standard doctrines: where the Act confers power or provides evidentiary or vesting effects, those statutory provisions will guide how external legal processes (title registration, trust administration, probate, contract enforcement) apply to the council’s affairs.

In practical terms, dealings with the council will commonly require coordination with title registration mechanisms, attention to the Act’s evidentiary certificate requirements, recognition that testamentary instruments that reference the collegiate school are to be read as referencing the incorporated council, and awareness that Synod approval and doctrinal conformity constraints sit alongside ordinary trust and corporate duties.

The text includes marginal notes showing the legislative provenance and amendments for various sections. These notes supply specific amendment dates and instruments and indicate insertions and substitutions at particular times. The Act as presented therefore reflects several historical changes. The key amendment references recorded in the text are:

• s 1: Annotated "Am Newington College Council (Amendment) Act 1949, sec 2 (a)." That records that s 1 was amended by the 1949 amendment.
• s 1A: Annotated "Ins Newington College Council (Amendment) Act 1949, sec 2 (b). Am 1977 No 47, Sch 3, cl 2 (a)." This indicates section 1A was inserted by the 1949 Amendment and further amended in 1977 by No 47, Schedule 3, clause 2(a).
• s 5: Annotated "Am 1977 No 47, Sch 3, cl 2 (b)." Section 5 underwent amendment in 1977 by that Schedule and clause.
• s 6: No separate amendment note appears in the immediate text beyond the section content, but it is drafted to vest specific lands.
• s 7: Annotated "Am Newington College Council (Amendment) Act 1949, sec 2 (c)." Section 7 was amended by the 1949 amendment.
• s 8: Annotated "Am 1977 No 47, Sch 3, cl 2 (c)." Section 8 was amended in 1977 by Schedule 3 clause 2(c).
• s 9: Annotated "Subst Newington College Council (Amendment) Act 1949, sec 2 (d). Am 1977 No 47, Sch 3, cl 2 (d)." That indicates s 9 was substituted by the 1949 Act and amended in 1977.
• s 10: Annotated "Subst 1977 No 47, Sch 3, cl 2 (e)." Section 10 was substituted in 1977.
• s 11: Annotated "Am Newington College Council (Amendment) Act 1949, sec 2 (e); 1977 No 47, Sch 3, cl 2 (f)." Thus s 11 was amended in both 1949 and 1977.
• s 12: Annotated "Am 1977 No 47, Sch 3, cl 2 (g)." Section 12 amended in 1977.
• s 13: No explicit marginal amendment note is attached in the printed text, though the content revokes certain trusts.
• s 14: Annotated "Am Newington College Council (Amendment) Act 1949, sec 2 (f); 1977 No 47, Sch 3, cl 2 (h)." Section 14 saw amendments in 1949 and 1977.
• s 14A: Annotated "Ins Newington College Council (Amendment) Act 1949, sec 2 (g). Am 1977 No 47, Sch 3, cl 2 (i); 2004 No 91, Sch 2.58." Section 14A was inserted in 1949, amended in 1977, and amended again in 2004 (2004 No 91, Schedule 2.58). The printed text also notes that paragraphs (c)-(f) and subsection (2) have been repealed.
• s 15: Annotated "Am Newington College Council (Amendment) Act 1949, sec 2 (h); 1977 No 47, Sch 3, cl 2 (j)." Section 15 saw amendments in 1949 and 1977.
• s 16: Annotated "Am 1977 No 47, Sch 3, cl 2 (k)." Section 16 amended in 1977.
• s 17: Annotated "Am 1977 No 47, Sch 3, cl 2 (l)." Section 17 amended in 1977.
• s 17A: Annotated "Ins Newington College Council (Amendment) Act 1949, sec 2 (i). Am 1977 No 47, Sch 3, cl 2 (m)." Section 17A was inserted in 1949 and amended in 1977.
• s 18: No amendment note in the printed text.
• s 19: No amendment note in the printed text; it provides the short title.

The annotations indicate two principal moments of statutory change recorded in the text: the Newington College Council (Amendment) Act 1949, which inserted or amended multiple provisions, and the 1977 amendments (1977 No 47, Schedule 3, various clauses) which substituted and amended several sections. There is also at least one later recorded amendment in 2004 (2004 No 91, Sch 2.58) affecting s 14A and noting partial repeals of that section. Beyond the annotations included, the text does not record other amendments or consolidation steps.

For practitioners, these marginal annotations identify the statutory instruments that changed the Act and the clauses implicated, which is the starting point for tracing the legislative history before relying on consolidated statutory texts or parliamentary records for full amendment texts and policy rationales.

The supplied statutory text contains no reported cases, judicial decisions, or litigation summaries. It does not list any appellate or trial decisions construing or applying the Act, nor does it reference precedents. The Act itself creates civil capacities and procedural evidentiary devices (ss 1, 2, 3, 5, 17A) that would be relevant in litigation, but the text here does not supply litigation history.

Consequently, the document permits only limited observations about how litigation might arise from the Act’s provisions:

• Disputes about authority or internal procedure could be brought but will meet statutory evidentiary presumptions. For example, s 5 makes a certified copy of a council resolution prima facie evidence that the resolution was duly passed, and s 17A makes a Moderator’s certificate conclusive as to particular facts such as the regulations in force, consents, approvals or directions given under the Act, and identity of persons elected. Litigants challenging actions taken under these provisions would therefore confront statutory presumptions and conclusive certificates in the evidentiary phase.
• Claims alleging misuse of sale or mortgage proceeds contrary to the permitted applications listed in s 8 would likely engage equitable remedies for breach of trust; the Act’s restrictions on application of proceeds create a statutory trust-like framework. Remedies would be sought in courts with equitable jurisdiction, but the text includes no procedural or remedial innovations beyond the ordinary civil and equitable routes.
• Third parties’ protections provided by ss 2 and 3 reduce the utility of attacking transfers on grounds of internal irregularity, as purchasers, mortgagees and the Registrar-General are not required to examine the necessity or propriety of dealings made pursuant to the Act and payment to authorised persons is an effective discharge.

Absent case law in the text, readers who require authoritative judicial interpretation or treatment of conflicts between the Act’s conclusive presumptions and common law principles will need to consult external case reports, judicial databases and annotated statutes. The Act’s own evidentiary rules and vesting provisions would be primary issues in any litigation touching council property, trusteeship and third-party transactions.

This Act contains a suite of provisions that can produce practical pitfalls for councils, Synod committees, purchasers, lenders and donors if overlooked. The following are concrete operational and legal “gotchas” grounded in the text.

Synod approval is a prerequisite for disposals (s 1A)

• The council cannot sell, mortgage, charge, lease or otherwise dispose of lands and hereditaments vested in it without prior approval from the Synod or an empowered committee. Failure to obtain that approval may not invalidate bona fide third-party transactions (see s 2), but it will expose the council to internal challenges and potential equitable claims. Practitioners should not assume unilateral council authority to encumber or alienate land.

Third-party protections reduce remedies against purchasers and lenders (ss 2-3)

• Sections 2 and 3 protect purchasers, mortgagees and lessees from inquiry into the propriety of a transaction and treat payment to persons purporting to be authorised by council resolution as an effective discharge. That means a purchaser who deals with the council on apparent authority may be insulated against later claims, while the council and its members may carry the internal cost of any misapplication. Parties contracting with the council should therefore treat the council’s internal authorisations and Synod approvals as matters of internal governance rather than as third-party requisites, unless the purchaser requires a certified resolution per s 5 or a Moderator certificate per s 17A.

Prima facie and conclusive certificate differences (ss 5, 17A)

• Section 5 gives a document certified by the Moderator and two councillors prima facie evidential weight that a resolution was duly passed. Section 17A goes further, making a certificate signed by the Moderator conclusive evidence as to the regulations in force under the Act, any consent/approval/direction given under the Act or the regulations, and the identity of persons elected to the council. Practitioners should note that while s 5 supports ordinary reliance, s 17A can preclude evidentiary challenge on those matters, elevating Moderator certificates to a determinative status.

Restricted application of proceeds (s 8) and Synod direction (s 8(d))

• Proceeds of sales, mortgages or debentures must be applied in the specific manners listed in s 8 unless the Synod directs otherwise under s 8(d). The council cannot freely reallocate sale proceeds to unrelated purposes absent Synod direction, which introduces a governance bottleneck. Failures to respect the permitted uses could give rise to equitable claims by beneficiaries or donors.

Trust revocations and legacy instruments (s 7, s 13)

• Section 7 reinterprets existing and future testamentary dispositions to refer to the incorporated council, which affects how bequests and endowments vest and are received. Section 13 revokes certain trusts declared in a 1907 indenture regarding the Second Schedule properties. Where donors or testators expect prior trust arrangements to remain intact, these provisions may change beneficiary expectations and raise the risk of contest or reputational dispute.

Quorum and meeting rules (ss 11, 15)

• A quorum is nine councillors at any meeting where a decision is taken (s 15; s 11 states nine members form a quorum for council meetings). Decisions taken without a quorum may be vulnerable; similarly, the Moderator’s presiding role and casting vote (s 15) mean certain decision-making outcomes depend on the Moderator’s attendance.

Headmaster appointment procedural steps (s 14A)

• The council must, within a reasonable time, invite applications for a vacant headmaster position from persons in Australia and elsewhere, attempt to notify ordained ministers of the Synod of the vacancy, and may advertise as it sees fit (s 14A). Some subparagraphs were repealed; practitioners must consult the operative text to confirm which appointment steps remain mandatory. Failure to follow the required procedures could form the basis of a challenge to an appointment.

Potential for concentration of evidentiary control in the Moderator (s 17A)

• The conclusive evidentiary effect vested in a Moderator’s certificate (s 17A) centralises administrative authority and may limit judicial inquiry on specified matters. Parties should be aware that contesting facts insulated by a Moderator’s certificate will be difficult.

Receipt discharge risk for donors and estate executors (s 7, s 3)

• Section 7 says receipt of the council or any person appointed by the council shall be a sufficient discharge to those liable under wills or other instruments. Executors and payers who rely on such receipts may find later clawback claims limited; however, intended beneficiaries may find enforcement against the council alone, with less scope to pursue payers who acted on council receipts.

Reporting obligations to Synod (s 17)

• The council must present proceedings and a balance-sheet to each annual Synod. Non-compliance could provoke Synod oversight or corrective action, but the Act does not specify penalties. Still, failure to report could weaken the council’s standing with the Synod and impede future approvals under s 1A.

No statutory penalties provided

• The Act creates duties and constraints but does not set out criminal penalties or fines for breaches. Enforcement relies on Synod oversight, equitable remedies and ordinary civil litigation. Parties should not assume statutory fines will be available against the council for non-compliance.

In short, the Act sets up a legal environment in which the council has corporate powers but must navigate a series of Synod-centric approvals and evidentiary constraints. Practitioners should pay particular attention to Synod approval requirements, the permitted uses for proceeds, the evidentiary hierarchy of certified documents and Moderator certificates, trustee obligations and the practical limits of challenging third-party transactions.

For the council, Synod committees, purchasers, mortgagees, donors and anyone interacting with Newington College assets, the Act prescribes concrete compliance steps and record-keeping practices to avoid disputes and to observe the statutory requirements.

For the Council of Newington College

• Seek and document Synod approval for property dealings. Before selling, mortgaging, charging, leasing or otherwise disposing of any land or hereditaments vested in the council, obtain the prior approval of the Synod of The Uniting Church in Australia in New South Wales or an authorised committee, per s 1A. Keep the Synod approval instrument or committee minutes as a permanent record and ensure the approval expressly references the land dealing in question.
• Record and certify resolutions. For authorising sales, mortgages, leases or appointments to receive moneys, pass clear resolutions and obtain the signatures required by s 5: the Moderator of the Synod and two councillors. Maintain certified copies in the council’s minute book and supply certified copies to counterparties. Because s 5 makes such certified copies prima facie evidence and s 17A gives the Moderator’s certificate conclusive effect for certain matters, ensuring the required signatories and formalities is essential.
• Comply with s 8 use restrictions. Apply proceeds from any sale, mortgage, charge or debenture exclusively to the permitted categories in s 8 unless the Synod directs an alternative disposition under s 8(d). Document the application of funds and retain supporting invoices and project approvals for building/improvement expenditures (s 8(a)), mortgage discharge records (s 8(b)), or purchases of land in the county of Cumberland (s 8(c)). If seeking Synod direction under s 8(d), obtain written direction detailing the permitted alternative application.
• Follow investment rules for temporary funds. Pending application, invest funds only in the instruments and manners authorised by s 4 (government or real securities in NSW or the Commonwealth, fixed bank deposits or other investments as provided by council resolution), and record resolutions authorising such investments and any brokerage or bank confirmations.
• Keep statutory reporting and financial records. Present the required report of proceedings and a balance-sheet to each annual Synod meeting in accordance with s 17. Ensure that the balance-sheet discloses the financial position, investments and application of sale or mortgage proceeds in sufficient detail to demonstrate compliance with s 8 and s 4.
• Adhere to regulation-making constraints. When formulating regulations under s 12 regarding school conduct, curricula or religious instruction, ensure regulations do not contravene the teachings and tenets of the Uniting Church and prepare them for Synod review and possible alteration. Keep records of Synod reviews and any amendments requested or made.
• Observe governance mechanics. Maintain meeting quorums (nine members) and follow the chairing rules (Moderator presides if present, otherwise the chairman of the executive committee; s 15). Ensure minutes record attendance, motions, voting and the exercise of any casting vote.
• Manage headmaster appointments in line with s 14A. When the headmaster’s office becomes vacant, invite applications nationally and internationally within a reasonable time, advertise as needed, and make reasonable attempts to notify ordained ministers of the Synod. Keep records of advertisements, applicant lists, notices to ordained ministers, and selection processes. Confirm any statutory changes to s 14A noted as repealed in the text before relying on deleted subparagraphs.

For purchasers, mortgagees, lessees and lenders

• Reliance on statutory protections. You may rely on s 2 and s 3 for protection against inquiry into internal council authorisation and for receiving effective discharge by payment to persons purporting to be authorised. Nevertheless, prudent practice is to obtain copies of the council resolution authorising the dealing and have it certified per s 5, and where relevant obtain a Moderator’s certificate under s 17A concerning regulations or consents to achieve the maximum evidentiary advantage.
• Verify title descriptions against the Schedules. Where purchasing or taking an interest in land listed in the First or Second Schedule, match the land description to title documents and ensure title registration steps under the Real Property Act reflect the transfer. Keep certified resolutions and receipts as closing documents.

For donors, executors and testators

• Be aware of the statutory recipient. Section 7 directs that references in wills, deeds and instruments to the collegiate school or its council shall be read as references to the incorporated council. Executors and payers may rely on the council’s receipt as a sufficient discharge. Where donors or testators intend narrower trust conditions or different recipient structures, review existing instruments to ensure they still produce the intended effect in light of s 7 and s 13’s revocation of certain trusts for Second Schedule land.

For the Synod and its committees

• Maintain formal committee authorisations. If the Synod delegates approval power to a committee, ensure those delegations are made in writing and that committee decisions are properly recorded so the council and third parties can rely on them when seeking Synod approval for land dealings (s 1A).
• Provide clear directions when exercising s 8(d). If the Synod directs alternative application of proceeds under s 8(d), deliver written directions specifying permitted uses and any conditions, to enable auditors and courts to verify compliance.

Record-keeping and document control (cross-cutting)

• Retain certified resolutions, Moderator certificates, Synod approvals and financial records long-term to evidence compliance with s 1A, s 5, s 17A, s 4 and s 8.
• Maintain up-to-date registers of councillor elections, vacancies and appointments (s 9, s 11). Ensure the Moderator’s role and any ex officio appointments are reflected immediately in the register (s 9(4); s 10).

Dispute-readiness

• If a dispute arises over application of proceeds or the propriety of a disposition, be prepared to show documentary evidence of Synod approval (s 1A), the certified council resolution (s 5), payments and receipts (s 3), investment authorisations (s 4), and evidence of compliance with s 8 permissible uses.

By following these steps,obtain Synod approvals where required, certify and retain resolutions, restrict application of funds to s 8 categories unless directed by the Synod, invest only in permitted instruments, and maintain rigorous records for reporting,the council and its counterparties will align their conduct to the Act’s requirements as set out in the statutory text.