Scout Association Act 1932 (Victoria)

The Scout Association Act 1932 incorporates and sets out the statutory framework for the Victorian branch of the Scout movement, originally the Boy Scouts Association and now the Scout Association of Australia, Victorian Branch (the Corporation and the Branch). The Act creates a body corporate (s 3), defines its capacities to own and manage property, prescribes the rules for transfer and vesting of property used by Scout organisations into the Corporation (s 6), and confers operational powers and limits on how the Branch and its governing bodies operate (ss 4, 4B, 5, 7). It also provides for custody and use of the corporate seal (s 9), service of notices (s 10), statutory protection for the Branch’s name, uniforms and badges by Order in Council (s 11), and the mechanism for the Governor in Council to approve a scheme for winding-up and dissolution (s 12). The Schedule contains a detailed Constitution (By-laws) governing the composition and operation of the Council and Branch Executive Committee, procedural rules for meetings, election and retirement of officers, appointment and powers of the Chief Commissioner, accounts and audit requirements, indemnities, and rules for altering the By-laws.

The Act mechanically changes governance and property relationships in several specific ways. It converts the existing State Council into a statutory corporation with perpetual succession and capacity to sue and be sued (s 3). It validates acts done since 15 December 1958 in purported compliance with the Australian Royal Charter and its by-laws (s 4). It subordinates the Corporation and Branch to provisions, by-laws and decisions made under the Australian Royal Charter dated 23 August 1967 and to direction by the National Council and National Executive Committee, and specifies that inconsistent provisions of the Branch Constitution are inoperative to the extent of inconsistency (s 4B(1)-(3)). It empowers the Branch Executive Committee to change the Corporation or Branch name, subject to National Council approval (s 4A). It makes gifts and grants received by the Branch subject to the terms and, where relevant, the directions of the Australian Association (s 8). For property, the Act gives the Corporation the statutory power to require transfer of any real or personal property held on trust for Scout organisations in Victoria, vesting that property in the Corporation on service of notice, subject to specified procedural protections including an application to the Supreme Court (s 6). The Schedule implements governance detail, allocating internal decision-making functions to the Council and the Branch Executive Committee, and providing specific procedural rules for elections, meetings, appointments and financial oversight (Schedule Clauses 4-69).

Version No. 021 Scout Association Act 1932 No. 4092 of 1932 Version incorporating amendments as at 7 September 2007 TABLE OF PROVISIONS Section Page 1 Short title 2 2 Definitions 2 3 Incorporation of The Boy Scouts Association, Victorian Branch 4 4 Validation of acts of Corporation and Branch 5 4A Change of name of Corporation and Branch 6 4B Corporation and Branch to be subject to direction by National Council etc. 7 5 General powers of the corporation 8 6 Transfer etc. of properties to the corporation 9 7 Powers of corporation and Branch Executive Committee 14 8 Receipt and application of gifts etc. by the corporation 14 9 Custody and use of the seal 16 10 Notice to and service on the corporation 16 11 Protection of names, uniforms, badges etc. used by the corporation and members of its organizations 16 12 Winding-up of Corporation 19

SCHEDULE—Constitution of the Scout Association of Australia Victorian Branch 22 ═══════════════ ENDNOTES 40

General Information 40
Table of Amendments 41
Explanatory Details 42 i

Version No. 021 Scout Association Act 1932 No. 4092 of 1932 Version incorporating amendments as at 7 September 2007 An Act to incorporate the Governing Body of The Boy Scouts Association (Incorporated by Royal Charter) Victorian Branch (Australia), and to confer and impose upon that Body certain Powers Duties Rights and Liabilities and to provide for the vesting in it of the Property of the said Association in Victoria and for other purposes. Preamble WHEREAS the Boy Scouts Association (in this Act referred to as "the Association") was duly incorporated in the United Kingdom of Great Britain and Ireland by Royal Charter dated the fourth day of January One thousand nine hundred and twelve: AND WHEREAS the Association has power under the said Charter to form Local Branches and Committees in all parts of His Majesty's Dominions and to apply for and exercise any powers obtained under any Supplementary Charter or Act of Parliament, Imperial or Colonial and whether Federal or Provincial, which may be deemed expedient for any of the purposes of the Association: AND WHEREAS for providing and maintaining an efficient organization for promoting the objects of the Association a Local Branch has been formed under the power aforesaid for the State of Victoria: AND WHEREAS by an instrument known as the "Amended Constitution," containing certain matters which were passed at a special general meeting of the Council of Control of the Australian Boy Scouts Association held at the Town Hall at 1

Scout Association Act 1932 No. 4092 of 1932 s. 1 Melbourne on the twenty-sixth day of May One thousand nine hundred and twenty-four, it was provided inter alia that the name of the said Association should be from the said date "The Boy Scouts Association (Incorporated by Royal Charter) Victorian Branch (Australia)" and that the governing body thereof should be the State Council which should direct the general policy and exercise a general supervision and control over the affairs thereof, and that the State Council should consist of certain members: AND WHEREAS it is expedient to provide for the incorporation of the said governing body and for conferring and imposing upon that body the powers duties rights and liabilities hereinafter provided for and for the vesting in it of the property of the Association in Victoria and for the management of such property as hereinafter enacted and to make further provision as hereinafter enacted: BE IT THEREFORE ENACTED by the King'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): 1 Short titleS. 1 amended by No. 9878 s. 13(2). This Act may be cited as the Scout Association Act 1932. 2 DefinitionsS. 2 substituted by No. 9878 s. 3. In this Act, unless inconsistent with the context or subject-matter— appointed day means the day fixed by Order made and published pursuant to section 4B(3); 2

Scout Association Act 1932 No. 4092 of 1932 s. 2 Australian Association means the Scout Association of Australia (formerly known as "the Australian Boy Scouts Association") incorporated by Royal Charter dated 23 August 1967; Branch means the Scout Association of Australia, Victorian Branch; Branch Executive Committee means the Executive Committee established under the document, a copy of which is set out in the Schedule, as from time to time amended; British Association means the Scout Association (formerly known as "the Boy Scouts Association") incorporated by Royal Charter dated 4 January 1912; Constitution means the Constitution of the Branch, a copy of which is set out in the Schedule and includes any amendments from time to time made to that document; corporation means the body incorporated by this Act; National Council means the National Council of the Australian Association established under Royal Charter dated 23 August 1967; National Executive Committee means the National Executive Committee of the Australian Association established under Royal Charter dated 23 August 1967; sponsored group means a group registered with the Corporation as a sponsored group by any organization approved by the Australian Association or the Corporation responsible; 3

Scout Association Act 1932 No. 4092 of 1932 s. 3 sponsoring authority means the person or committee appointed by an organization which has registered a group as a sponsored group to exercise the functions of the organization in respect of the group. 3 Incorporation of The Boy Scouts Association, Victorian Branch S. 3 amended by No. 9878 s. 4(a). (1) Without further or other authority than this Act, the members at the commencement of this Act of the hereinbefore recited State Council of The Boy Scouts Association (Incorporated by Royal Charter) Victorian Branch (Australia) shall upon the commencement of this Act become and the members for the time being of the said State Council shall thereafter be and continue a body corporate by the name of "The Boy Scouts Association, Victorian Branch" with perpetual succession and a common seal (with power to break alter and change the same from time to time); and shall by that name be capable in law of suing and being sued and subject to this Act of purchasing taking holding selling mortgaging leasing taking on lease exchanging and disposing of real and personal property and of doing and suffering all such other acts and things as bodies corporate may by law do and suffer. (2) On and from the date of commencement of the Scout Association Act 1983, a reference in subsection (1) to "The Boy Scouts Association, (incorporated by Royal Charter) Victorian Branch" shall be deemed to be a reference to "The Scout Association of Australia, Victorian Branch Council". S. 3(2) inserted by No. 9878 s. 4(b). (3) The body corporate mentioned in subsection (1) has under its new name the same capacity as it had under its former name. S. 3(3) inserted by No. 9878 s. 4(b). 4

Scout Association Act 1932 No. 4092 of 1932 s. 4 4 Validation of acts of Corporation and Branch S. 4 substituted by No. 9878 s. 5.(1) All acts, matters and things transacted or done by or on behalf of the Corporation or in relation to the Branch on or after 15 December 1958, being acts, matters or things which were done or transacted in purported pursuance of a direction, decision or ruling of the Australian Association, the National Council or the National Executive Committee or of the Royal Charter dated 23 August 1967 or any by-law or instrument made thereunder, shall notwithstanding anything to the contrary in this Act or in the Royal Charter dated 4 January 1912 be deemed to have been validly and effectually done or transacted and to have been within the capacity and powers of the Branch or the Corporation (as the case requires). (2) The provisions of— (a) the Royal Charter dated 4 January 1912, other than the provision empowering the British Association to form local branches and committees in the Dominions; and (b) any by-laws made under the Royal Charter mentioned in paragraph (a)— shall, so far as they relate to local branches of the British Association, cease to apply to the Corporation and the Branch. (3) For the purposes of that provision of the Royal Charter dated 4 January 1912 which empowers the British Association to form local branches and committees in the Dominions, the Branch shall be regarded as a local branch. 5

Scout Association Act 1932 No. 4092 of 1932 s. 4A 4A Change of name of Corporation and BranchS. 4A inserted by No. 9878 s. 5. (1) The Branch Executive Committee may change the name of the Corporation or the name of the Branch by resolution of the Committee passed at a meeting of the Committee by a majority of the members of the Committee. (2) The Branch Executive Committee shall not resolve to change the name of the Corporation or the Branch pursuant to subsection (1) unless the proposal to change the name of the Corporation or the Branch has been approved by the National Council at a general meeting. (3) Any change of the name of the Corporation or the Branch shall not affect the identity of the Corporation or the Branch or any rights or obligations of the Corporation or the Branch or any legal proceedings by or against the Corporation or the Branch, and any legal proceedings that might have been commenced or continued by or against the Corporation or the Branch by its former name may be commenced or continued by or against the Corporation or the Branch by its new name. (4) Where the name of the Corporation or the Branch is changed pursuant to this section, any reference in this Act or in any Royal Charter or other instrument or document or in any legal proceedings to the Corporation or the Branch by its former name shall from the date on which the change takes effect be deemed to be a reference to the Corporation or the Branch by its new name. 6

Scout Association Act 1932 No. 4092 of 1932 s. 4B 4B Corporation and Branch to be subject to direction by National Council etc. S. 4B inserted by No. 9878 s. 5. (1) The Corporation and the Branch are subject to— (a) the provisions of— (i) the Royal Charter dated 23 August 1967; (ii) by-laws for the time being in force under the Royal Charter mentioned in subparagraph (i); and (iii) any decision or ruling of the National Council or the National Executive made pursuant to the Royal Charter mentioned in subparagraph (i) or the by-laws mentioned in subparagraph (ii)— which relate to the policy of the scout movement and the control of scouting or to the branches of the Australian Association generally or the Branch or the Corporation in particular; and (b) the direction and control of the National Council and the National Executive Committee. (2) Where a provision or direction mentioned in subsection (1) is inconsistent with a provision of the Constitution, the provision of the Constitution shall, to the extent of the inconsistency, be inoperative. (3) Subject to subsection (2), the provisions of the Constitution and the documents mentioned in the Constitution shall on and from a day to be fixed by Order of the Governor in Council published in the Government Gazette have effect in relation to the Branch, the Corporation and the Executive Committee. 7

Scout Association Act 1932 No. 4092 of 1932 s. 5 (4) The Corporation shall keep at a place appointed by it— (a) a copy of the Royal Charter dated 23 August 1967 and any subsequent Royal Charter relating to the Scout Association of Australia; (b) the documents comprising the Constitution; and (c) a copy of each document referred to in the Constitution— and shall certify each of those documents under the seal of the Corporation and shall cause notice of the place at which the documents are kept to be published in the Government Gazette and a newspaper circulating generally throughout Victoria. (5) In any proceedings the production of a document purporting to be a copy of a document kept pursuant to this section and certified to be a copy of that document under the seal of the Corporation shall be conclusive evidence of the contents of the document of which it purports to be a copy. 5 General powers of the corporationS. 5 amended by No. 9878 s. 6(a). Subject to this Act, the Royal Charter dated 23 August 1967, the by-laws in force under that Charter and any decision, direction or ruling of the National Council or the National Executive Committee in force under that Charter or those by-laws, the corporation— (a) shall control the Scout movement in Victoria; and S. 5(a) amended by No. 9878 s. 6(b). (b) may do all things necessary or requisite for providing and maintaining an efficient organization for the purposes of the S. 5(b) amended by No. 9878 s. 6(c)(i)(ii). 8

Scout Association Act 1932 No. 4092 of 1932 s. 6 Australian Association in Victoria, including and without restricting the generality of the foregoing provisions of this section the performance and exercise of all such powers and duties as are delegated to it by the Australian Association under the provisions of the Royal Charter dated 23 August 1967. 6 Transfer etc. of properties to the corporation (1) Any person— S. 6(1) amended by No. 9878 s. 7(1)(a)(b). (a) who at the commencement of this Act holds; (b) who hereafter acquires; or (c) to whom is or has been given devised or bequeathed— any real or personal property in Victoria upon trust for or on behalf of or for the benefit of the British Association or the Australian Association or a branch of the British Association or the Australian Association or any area or county council or district or local association or group or body formed under the Policy Organization and Rules of the British Association or Australian Association or any committee of the British Association or the Australian Association in Victoria shall (if and when required by notice in writing from the corporation so to do) transfer convey and assign unto the corporation at its cost such real or personal property as aforesaid but subject to any conditions or trust upon which the same is held acquired given devised or bequeathed. (1A) Where pursuant to this section or an order made under this section property is transferred, conveyed or assigned to or vested in the Corporation upon trust or subject to the condition that the property be held for or on behalf of or for the benefit of the British Association, the S. 6(1A) inserted by No. 9878 s. 7(2). 9

Scout Association Act 1932 No. 4092 of 1932 s. 6 Corporation may notwithstanding that trust or condition apply and use the property for or on behalf of or for the benefit of the Australian Association but otherwise in accordance with the trust or condition as if a reference in the trust or condition to the British Association were a reference to the Australian Association, and the trust or condition shall have effect accordingly, unless an order under this section provides in respect of particular property that this subsection shall not apply. (2) Any notice requiring the transfer conveyance or assignment of any such real or personal property— (a) shall be signed by the general secretary or other authorized officer of the corporation; and (b) shall be deemed to have been properly served upon and received by the person or persons to whom it is addressed at the expiration of three days after it has been forwarded by registered post addressed to such person or in the case of joint holders then to one of such joint holders at his usual or last known place of residence in Victoria: Provided that property vested in held by or on behalf of or which is given devised or bequeathed to any sponsored group may subject to any express trust affecting the same be held in trust for such purposes and be disposed of in such manner as the sponsoring authority of such group from time to time determines; but in the event of any such sponsoring authority dealing with any such real or personal property in a manner contrary to the conditions and trusts upon which the same is held the corporation may by notice in writing given as aforesaid require the organization by S. 6(2) Proviso amended by No. 9878 s. 7(3)(a)(b). 10

Scout Association Act 1932 No. 4092 of 1932 s. 6 which such sponsoring authority was appointed or the sponsoring authority to transfer convey and assign such real or personal property to the corporation. (3) Upon service of any such notice as aforesaid the real or personal property in respect of which such notice has been given shall immediately vest in the corporation but subject as aforesaid to any conditions and trusts upon which it is held and any person organization or sponsoring authority served with such notice shall be immediately divested of such real and personal property mentioned therein. S. 6(3) amended by No. 9878 s. 7(3)(b). (4) Any person organization or sponsoring authority served with any such notice aforesaid may apply by summons to a judge of the Supreme Court for an order that any such transfer conveyance or assignment of any such real or personal property shall be subject to such terms and conditions as the judge may determine are just and equitable having regard to all the circumstances of the case. S. 6(4) amended by No. 9878 s. 7(3)(b). (5) In the event of the person organization or sponsoring authority holding as aforesaid any real or personal property (other than land under the Transfer of Land Acts) the legal interest in which is transferable or assignable by deed or other document in writing after service upon him or it requiring him or it so to do refusing or neglecting to execute a conveyance or an assignment thereof to the corporation or in the event of the whereabouts of any such person being unknown— S. 6(5) amended by No. 9878 s. 7(4)(a)–(c). (a) the corporation may apply to a judge of the Supreme Court for an order directing the Prothonotary of the Supreme Court to execute for and on behalf of such person organization or authority a conveyance or an S. 6(5)(a) amended by No. 9878 s. 7(4)(b). 11

Scout Association Act 1932 No. 4092 of 1932 s. 6 assignment of such real or personal property to the corporation; and (b) upon proof to the satisfaction of such judge— S. 6(5)(b) amended by No. 9878 s. 7(4)(b). (i) that such real or personal property is held by such person organization or sponsoring authority upon trust for or on behalf of or for the benefit of the British Association or the Australian Association or a branch of the British Association or the Australian Association or any area or county council, district or local association or group or body as aforesaid or any committee thereof as aforesaid; S. 6(5)(b)(i) amended by No. 9878 s. 7(4)(a)(c). (ii) that notice as aforesaid requiring such person organization or sponsoring authority to convey or assign such real or personal property has been given in manner herein provided; and (iii) that such person organization or sponsoring authority refuses or neglects to execute such conveyance or assignment as aforesaid or that the whereabouts of such person is unknown— S. 6(5)(b)(iii) amended by No. 9878 s. 7(4)(a). the judge may make such order and the said Prothonotary shall thereupon do and perform all such acts and things as may be necessary to convey or assign such real or personal property to the corporation but subject as to any real property to any charge mortgage lease or easement then affecting the same and to the trusts on which it was held by such person organization or sponsoring authority. 12

Scout Association Act 1932 No. 4092 of 1932 s. 6 (6) Any person in Victoria who has at any time acquired real or personal property by using the name of the British Association or the Australian Association or of any branch of the British Association or the Australian Association or of any area or county council, district or local association or group or body formed as aforesaid and who is in possession of or otherwise holds such real or personal property shall be deemed to be a person holding such real or personal property upon trust for or on behalf of or for the benefit of such British Association or Australian Association or branch of the British Association or the Australian Association or area or county council or district or local association or group or body formed as aforesaid. S. 6(6) amended by No. 9878 s. 7(5)(a)(b). (7) Any liabilities in respect of any real or personal property which may hereafter become vested in the corporation by virtue of the provisions of this section may thereupon be enforced against the corporation. (8) Any rights accrued or accruing or to accrue to any person in Victoria on behalf of the British Association or Australian Association are and shall be hereby vested in and may be enforced by the corporation on behalf of the British Association or the Australian Association (as the case may be). S. 6(8) amended by No. 9878 s. 7(6)(a)(b). (9) For the purposes of this Act— S. 6(9) inserted by No. 9878 s. 7(6)(b). (a) a group that was a controlled group within the meaning of this Act as in force immediately before the date of commencement of the Scout Association Act 1983 shall on and from that date be deemed to be a sponsored group; and 13

Scout Association Act 1932 No. 4092 of 1932 s. 7 (b) a person or committee that was a controlling authority within the meaning of this Act as in force immediately before the date of commencement of the Scout Association Act 1983 shall on and from that date be deemed to be a sponsoring authority. 7 Powers of corporation and Branch Executive Committee S. 7 substituted by No. 9878 s. 8. (1) The Corporation may lease, mortgage, sell or otherwise deal with the real or personal property vested in it in such manner, subject to any special trust affecting the property, as the Branch Executive Committee thinks fit. (2) In any proceedings, production of a resolution of the Branch Executive Committee specifying the manner in which any real or personal property vested in the Corporation is to be leased, mortgaged, sold or otherwise dealt with, sealed with the common seal of the Corporation, shall be conclusive evidence of the due passing of the resolution and compliance with the provisions of this Act and the Constitution relating to the resolution. (3) The Branch Executive Committee may in the name and on behalf of the Corporation exercise in relation to the Corporation and the Branch such powers as are conferred on the Committee by the Constitution. 8 Receipt and application of gifts etc. by the corporation S. 8 amended by No. 9878 s. 9(a). (1) The corporation shall— (a) receive all gifts grants of money or contributions made by the Government of Victoria or by any municipality incorporated body society or person to the Australian Association or the Branch; and S. 8(1)(a) amended by No. 9878 s. 9(b). 14

Scout Association Act 1932 No. 4092 of 1932 s. 8 (b) apply the same in accordance with the terms provisions and conditions of such gifts, grants or contributions; or if there be none such, or on such terms provisions or conditions becoming impossible of performance, then in accordance with the objects of the Association and the directions (if any) of the Australian Association. S. 8(1)(b) amended by No. 9878 s. 9(c). (2) Subject to subsection (3)— S. 8(2) inserted by No. 9878 s. 9(c). (a) the provisions of subsection (1) as amended by the Scout Association Act 1983 apply to any gift, grant or contribution received by the Corporation on or after the date of commencement of that Act; and (b) the provisions of subsection (1) as in force immediately before that date of commencement continue to apply to any gift, grant or contribution received by the Corporation before that date. (3) Where before the date of commencement of the Scout Association Act 1983 the Corporation has received a gift, grant or contribution and at the date of commencement of that Act any part of that gift, grant or contribution has not been applied or used by the Corporation, the Corporation may if it thinks fit, notwithstanding the terms, provisions and conditions of the gift, grant or contribution, apply the gift, grant or contribution in accordance with the objects of the Australian Association and the directions (if any) of that Association, and a gift, grant or contribution so applied shall have effect as if any reference in a term, provision or condition to the British Association were a reference to the Australian Association. S. 8(3) inserted by No. 9878 s. 9(c). 15

Scout Association Act 1932 No. 4092 of 1932 s. 9 (4) The Corporation shall be deemed on and from 15 December 1958 to have had power to receive gifts, grants of money and contributions to the Australian Association and to apply them in accordance with any terms, conditions or provisions to which they were subject and otherwise for the objects and in accordance with the directions (if any) of the Australian Association. S. 8(4) inserted by No. 9878 s. 9(c). 9 Custody and use of the seal (1) The common seal of the Corporation shall be in the custody of the general secretary and shall not be affixed to any document except pursuant to a resolution of the Branch Executive Committee. S. 9(1) amended by No. 9878 s. 10(a). (2) The affixing of the common seal of the Corporation to a document shall be attested in such manner as is prescribed by the Constitution: S. 9(2) substituted by No. 9878 s. 10(b). Provided that it shall not be necessary to require the common seal to be affixed as evidence of the appointment by the corporation of a legal practitioner in or for the prosecution or defence of any action suit or other proceeding. S. 9(2) Proviso amended by No. 35/1996 s. 453(Sch. 1 item 74). 10 Notice to and service on the corporation Notice to or service upon the general secretary or acting general secretary of the corporation shall be deemed to be a notice to or service upon the corporation. 11 Protection of names, uniforms, badges etc. used by the corporation and members of its organizations Comp. 16, 17 Geo. V. c. 26. (1) The Governor in Council may by Order in Council made on the application of the corporation protect— (a) the name of the Australian Association and of the Branch; S. 11(1)(a) amended by No. 9878 s. 11(a). 16

Scout Association Act 1932 No. 4092 of 1932 s. 11 (b) any special name or designation specified in the Order and used by the Australian Association or the Branch for the members thereof, or for the members of any organization constituted by the Association in pursuance of its charter or by the Branch in pursuance of the Constitution; S. 11(1)(b) amended by No. 9878 s. 11(a). (c) any uniform with distinctive markings or badges used by the Australian Association or the Branch and described in the Order; and S. 11(1)(c) amended by No. 9878 s. 11(a). (d) any badge to be worn without uniform used by the Australian Association or the Branch and described in the Order: S. 11(1)(d) amended by No. 9878 s. 11(a). Provided that nothing in any such Order or in this section shall deprive any bona fide organization of the right to use any designation uniform or badge which at the time of the passing of this Act or the Scout Association Act 1983 is in regular use by that organization. S. 11(1) Proviso amended by No. 9878 s. 11(b). (1A) Nothing in subsection (1) affects the continuity of status, operation or effect of any order made under this section before the date of commencement of the Scout Association Act 1983. S. 11(1A) inserted by No. 9878 s. 11(c). (2) An Order in Council under this section— (a) shall not be made unless notice of the application for an Order has been given in such manner and accompanied by such particulars as the Minister directs; and the Minister shall consider any objections to an Order which are made by or on behalf of any persons or societies affected or likely to be affected by the Order; 17

Scout Association Act 1932 No. 4092 of 1932 s. 11 (b) shall be laid as soon as may be after it is made before both Houses of Parliament; and if a resolution is passed by either House of Parliament within the next subsequent twenty-one days on which that House has sat next after any such Order is laid before it declaring that such Order should be annulled, the Governor in Council may annul the Order and it shall thenceforth be void, but without prejudice to the validity of anything previously done thereunder; and (c) may be amended or revoked by a subsequent Order in Council. (3) Where the use by the corporation of any name designation uniform or badge has been so protected, a person shall not without the authority of the corporation use the name designation uniform or badge the use of which is so protected or any name designation uniform or badge so closely resembling the name designation uniform or badge the use of which is protected hereunder as to lead to the belief that it is that name designation uniform or badge. (4) If any person acts in contravention of the last preceding subsection of this section he shall be liable in respect of each offence to a penalty of not more than 2 penalty units: S. 11(4) amended by No. 9878 s. 11(d)(i). Provided that this section shall not prevent any person from wearing or using any uniform or badge or distinctive marking in the course of or for the performance of a stage play or representation, or a music-hall or circus performance, pageant or television production or production of a cinematograph film, if the uniform badge or distinctive mark is not worn or used in such a manner or under such circumstances as to bring it into contempt. S. 11(4) Proviso amended by No. 9878 s. 11(d)(ii). 18

Scout Association Act 1932 No. 4092 of 1932 s. 12 (5) The corporation when making application for the protection of a uniform shall together with the application furnish an exact and detailed description of the uniform both in respect to form and colour, such as may clearly indicate what are the precise extent and limits of the protection to be granted. (6) This section shall be read and construed as in aid of and not in derogation from any Commonwealth Act relating to the subject-matter hereof. See (Comm.) 1924 No. 31. 12 Winding-up of Corporation S. 12 inserted by No. 9878 s. 12. (1) The Corporation may at any time submit to the Governor in Council a scheme for the winding-up of the Corporation, sealed with the common seal of the Corporation. (2) Where a scheme is submitted to the Governor in Council under subsection (1), the Governor in Council if he is satisfied that the scheme makes proper provision for— (a) the discharge of the debts and liabilities of the Corporation or incurred in relation to the Corporation; (b) the disposal of the assets held by or on behalf of the Corporation that may remain after discharge of the debts and liabilities mentioned in paragraph (a), not being assets to which paragraph (c) applies; (c) the transfer to a person or body of persons as trustee or trustees of any property held by the Corporation on trust; (d) the dissolution of the Corporation; (e) contracts, legal proceedings and other matters to which the Corporation is a party or in which the Corporation has an interest; and 19

Scout Association Act 1932 No. 4092 of 1932 s. 12 (f) such other matters as the Governor in Council thinks ought to be provided for in relation to the winding-up of the Corporation— may by order published in the Government Gazette approve and give effect to the scheme. (3) An order under subsection (2)— (a) shall set out a scheme approved by the order; (b) may contain such other provisions as the Governor in Council thinks necessary or proper in relation to the dissolution of the Corporation and the dissolution or government of the Branch; and (c) shall have effect according to its tenor and notwithstanding anything to the contrary in this Act. (4) The Governor in Council on the application in writing by the Corporation under the Corporation's common seal may by order published in the Government Gazette amend or vary an order under subsection (2).

Scout Association Act 1932 No. 4092 of 1932 Sch. SCHEDULE Sch. inserted by No. 9878 s. 12. INDEX Clauses Page 1–3 Definitions 22 4–8 The Council—Constitution and duties 23 9–10 Meetings of the Branch 24 11–22 Meetings of the Council 25 23–36 The Committee and management of the Branch 26 37 Vacation of office by members of the Council and Committee 32 38–45 Retirement of members of the Council and Committee 33 46–52 Chief Commissioner Designate—appointment 34 53–54 Chief Commissioner—appointment and term of office 36 55 Chief Commissioner—casual vacancy 37 56–57 Chief Commissioner—Powers 37 58 Honorary Treasurer 38 59 General Secretary 38 60 Seal 38 61–63 Accounts 38 64–65 Audit 39 66 Indemnity 39 67 Register of members of Council and Committee 39 68 Notices 39 69 Alteration of By-laws 39 21

Scout Association Act 1932 No. 4092 of 1932 Sch. CONSTITUTION OF THE SCOUT ASSOCIATION OF AUSTRALIA VICTORIAN BRANCH Definitions

The Constitution of the Branch is set out in the following By-laws.
The provisions of the Act shall be strictly observed and in the event of any inconsistency between the provisions of the Act and the provisions of these By-laws the provisions of the Act shall prevail.
In these By-laws unless the context otherwise requires— "the Act" shall mean The Boy Scouts Association Act 1932 as amended by the Scout Association Act (Amendment) Act 1979 or any amendment or re-enactment thereof; "the Australian Association" shall mean The Scout Association of Australia (incorporated by Royal Charter 1967); "the Branch" shall mean the Branch as defined in the Act; "Chief Commissioner" shall mean Chief Commissioner of the Branch; "Chief Commissioner Designate" shall mean the Chief Commissioner Designate of the Branch; "the Chief Scout" shall mean the Chief Scout for the time being of Victoria; "the Committee" shall mean the Branch Executive Committee for the time being appointed under or in accordance with these By-laws or such number of members of such committee as under the By-laws shall for the time being be entitled to act for such committee; "the Council" shall mean the State Council for the time being of the Branch, being the body incorporated by the Act under the name "The Scout Association of Australia, Victorian Branch Council", and operating also under these By-laws; "lay member" shall mean a member not being a Scouter; "warrant" shall have the same meaning as is ascribed thereto by the Policy Organisation and Rules; "Policy Organisation and Rules" shall mean the Policy Organisation and Rules of the Scout Association of Australia 1976 and any amendment or re-enactment thereof; 22

Scout Association Act 1932 No. 4092 of 1932 Sch. "the Royal Charter" shall mean the Royal Charter dated 23 August 1967 whereby the Australian Association was incorporated and any amendment thereof; "Scouter"— (a) shall mean a person holding a Warrant from the Branch, but also; (b) shall include the Chief Commissioner notwithstanding that his Warrant is issued by the Chief Scout of Australia; "Scout" shall have the meaning given to it from time to time by the Policy Organisation and Rules. Words importing the singular number only shall include the plural number and vice versa and words importing persons shall include Corporations and words importing the masculine gender shall also include the feminine gender. THE COUNCIL MEETINGS AND DUTIES INCLUDING MEETINGS OF THE BRANCH 4. The Council shall consist of— (a) The Chief Scout; (b) The persons for the time being respectively holding the following offices, namely President of the Branch, two Vice Presidents of the Branch, Honorary Treasurer, Chief Commissioner, Deputy Chief Commissioner, Assistant Chief Commissioners and all other Commissioners and Assistant Commissioners with the exception of Honorary Commissioners and Assistant District Commissioners; (c) Area Presidents; (d) General Secretary; (e) Such other persons, not exceeding thirty-six in number, as may be elected by the Council from time to time as lay members; (f) Two additional members from each Area Council approved by the Committee, one only of whom may be a Scouter. These additional members shall be respectively elected by the Area Council which they are to represent. 23

Scout Association Act 1932 No. 4092 of 1932 Sch. 5. The Committee shall have power at any time to appoint any person to fill a vacancy in lay members elected from time to time as members pursuant to Clause 4(e) and may appoint additional lay members for this purpose but so that there shall be no more than thirty-six in number of such lay members in this classification. Any person so appointed shall hold office only until the next following Annual Ordinary General Meeting of the Council. 6. The members of the Council holding office on the coming into operation of these By-laws shall continue to hold office but shall retire as provided by these By-laws. DUTIES OF THE COUNCIL 7. The Council shall in accordance with Section 5 of the Act control the Scout Movement in Victoria and may do all things necessary or requisite for providing and maintaining an efficient organisation for the purposes of the Branch including and without restricting the generality of the foregoing provisions of this Clause the performance and exercise of all such powers and duties as are delegated to it by the Australian Association under the provisions of the Royal Charter. 8. The Council shall regulate its functions and duties in accordance with the Policy Organisation and Rules. MEETINGS OF THE BRANCH 9. Once in each year the Council shall hold a Meeting of the members of the Council and Scouters and other persons interested in the Branch and such Meeting shall be called the Annual General Meeting of the Branch. The business of this Meeting shall be to receive a report on the state or condition of the Branch and the progress of its work and to make recommendations to the Council. Such Meetings shall be called at such time and place as the Committee shall prescribe by notice thereof published in a newspaper circulating throughout the state of Victoria not less than fourteen days prior to the date of the said Meeting. 10. Any person attending such Meeting may having given seven days prior notice in writing to the General Secretary of his intention so to do submit any matter to the Meeting for its consideration. MEETINGS OF THE COUNCIL 11. An Annual Ordinary General Meeting of the Council shall be held once in every year at such time and place as the Committee may prescribe and such Meeting shall be called the Annual Meeting of the Council. Extraordinary General Meetings of the Council may be called at any time by the Chief Scout or President of the Branch and shall be called by the General Secretary on receipt by him of a 24

Scout Association Act 1932 No. 4092 of 1932 Sch. requisition signed by at least ten members of the Council for the calling of such Meeting. If the General Secretary shall fail to call a Meeting within fourteen days after the receipt by him of such requisition the members signing such requisition may themselves convene a Meeting of the Council. 12. Fourteen days' notice at the least of every Meeting of the Council (exclusive of the day on which the notice is served but inclusive of the day for which the Meeting is called) specifying the place day and hour of Meeting and (in case of special business) the general nature of the business to be transacted shall be given by notice sent by post in a prepaid letter envelope or wrapper addressed to each member at his last known address. 13. The accidental omission to give notice of a Meeting of the Council to any member thereof entitled to receive notice shall not invalidate anything done at such Meeting. PROCEEDINGS AT MEETINGS OF THE COUNCIL 14. The ordinary business of the Annual Ordinary General Meeting of the Council shall be to receive and consider an income and expenditure statement and balance sheet prepared in accordance with Clause 62 to elect members of the Council and of the Committee, to appoint a President, two Vice Presidents, Honorary Treasurer, Auditors and Solicitors and to consider such matters as are submitted by the Committee or by a Meeting of the Branch of which notice shall have been given in the notice calling the Meeting. All other business transacted at an Ordinary Meeting and all business transacted at an Extraordinary Meeting shall be deemed special. 15. Fifteen members of the Council personally present shall be a quorum. 16. No special business shall be submitted to a Meeting of the Council except with the consent of the chairman of such Meeting or unless within seven days after service of the notice calling the Meeting notice shall have been given to the General Secretary of the Branch of the intention to submit such special business to the Meeting. On receipt of such notice the General Secretary shall forthwith give notice thereof to each person entitled to receive such notice of Meetings. 17. The President of the Branch shall be entitled to take the chair at every Meeting. If the President of the Branch shall not be present within fifteen minutes after the time appointed for such Meeting the members of the Council present shall choose one of their number to take the chair. 25

Scout Association Act 1932 No. 4092 of 1932 Sch. 18. If within half an hour after the time appointed for the Meeting a quorum is not present the Meeting shall stand adjourned until such day and at such time and place as the chairman may decide and if at such adjourned Meeting a quorum is not present those members who are present shall be a quorum and may transact the business for which the Meeting was called. 19. Except as hereinafter provided every question submitted to a Meeting shall be decided by a show of hands. In case of an equality of votes the chairman shall have a casting vote in addition to the vote to which he is entitled as a member of the Council. 20. At any Meeting a declaration by the chairman that a resolution has been carried or carried by a specified majority or lost or not carried by a specified majority and an entry to that effect in the books of the Branch shall be conclusive evidence of the fact without proof of the number or relative proportion of the votes recorded in favour of or against such resolution. 21. The chairman of the Meeting may with the consent of the Meeting adjourn it from time to time and from place to place. 22. Subject to the provisions of Clause 19 every member of the Council personally present shall have one vote. No votes shall be given by proxy. THE COMMITTEE AND MANAGEMENT OF THE BRANCH 23. The management of the business of the Branch and of the Council shall be vested in the Committee which in addition to the powers and authorities by these By-laws or otherwise expressly conferred upon it may exercise all such powers and do all such acts and things as may be exercised or done by the Branch or the Council and are not by the Act or by these By-laws expressly directed or required to be exercised or done by the Council but subject nevertheless to the provisions of the Royal Charter and of these By-laws and to any regulations or directions from time to time made or given by the Council provided that no regulation so made shall invalidate any prior act of the Committee which would have been valid if such regulations had not been made or given. 24. Without prejudice to the general powers conferred by the last preceding Clause of to any other powers conferred by these By-laws but subject nevertheless to the provisions of the Royal Charter and of these By-laws and to any regulations or directions from time to time made or given by the Council provided that no regulation so made shall invalidate any prior act of the Committee which would have been valid if such regulations had not been made or given it is hereby expressly declared that the Committee shall have the power— 26

Scout Association Act 1932 No. 4092 of 1932 Sch. (a) to receive and accept donations, endowments and gifts of any property or assets whatsoever for the Branch or the Council and either subject, or not subject, to any special trusts or conditions; (b) to purchase, take on lease or in exchange, hire or otherwise acquire and hold, any real and personal property and any rights or privileges which the Committee may think necessary or convenient for the purposes of the Branch, and, in particular, any land, buildings, easements, machinery, plant and stock in trade; (c) to construct, improve, maintain, develop, work, manage, carry out or control any buildings, works, roads, ways, bridges, stores, plant and things which may seem calculated, directly, or indirectly, to advance the Branch's interests; and to contribute to, subsidise or otherwise assist, or take part in the construction, improvement, maintenance, development, working management, carrying out or control thereof; (d) to invest and deal with all moneys, funds and assets of the Branch, or the Council, not immediately required for its purposes, in such manner as, from time to time, the Committee may determine; (e) to borrow or raise money, with or without security, for any of the objects of the Branch or the Council, and to secure the same, or the repayment or performance of any debt, liability, contract, guarantee or other engagement, incurred or entered into by the Branch or the Council, in any way and, in particular by the issue of debentures charged upon all or any of the property of the Branch or the Council (both present and future) and to purchase, redeem or pay off any such securities; (f) to pay salaries, honoraria, gratuities and other sums in consideration or recognition of services, as may, from time to time, be thought fit; (g) to draw, make, accept, endorse, execute, discount and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments; (h) to sell or dispose of any part of the assets of the Branch or the Council for such consideration as the Committee may think fit; (i) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with, all or any part of the property and rights of the Branch or the Council; 27

Scout Association Act 1932 No. 4092 of 1932 Sch. (j) to take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the property of the Branch or the Council, of whatsoever kind sold by the Branch or the Council or any moneys due to the Branch or the Council from the purchasers or others; (k) to apply for, secure, acquire (by grant, legislative enactment, assignment, transfer, purchase or otherwise) and to exercise, carry out and enjoy, any charter, licence, which any Government or Authority or any Corporation or other public body may be empowered to grant; and to pay for, aid in, and contribute towards carrying the same into effect; (l) to apply for and obtain any statute, order, regulation or other authorisation or enactment which may be deemed expedient for any of the purposes of the Branch or the Council; (m) to organise classes and lectures and to publish and sell or distribute papers, books, pamphlets and information for the purposes of creating or stimulating interest in, and promoting the objects of, the Branch or the Council, and to take all other measures which may seem necessary for providing and maintaining an efficient organisation for the purposes of the Branch or the Council; (n) to encourage, aid and facilitate the formation of other bodies or organisations of Scouts and the enrolment as members or officers thereof, of persons of all ages and their instruction in the duties of citizenship generally, in Scouting, in handicrafts and technical knowledge, and the provision of classes, lectures and entertainments for their benefit and the establishment and provision of prizes, badges, certificates and other awards of merit, to be competed for, or awarded to them; (o) to supply (with or without charges) and deal in, goods of all kinds for the use of Scouts provided that every Scout shall be left entirely free to obtain his equipment and every part thereof (whether of an official pattern or not), other than badges and decorations, from any persons, firm or corporation willing to supply the same and shall not be obliged to obtain such equipment, or any part thereof from the Branch; (p) to assist past or present Scouts in establishing themselves in life, whether by means of apprenticeship or immigration or in any other manner and to form, contribute to, and administer special funds for that purpose; 28

Scout Association Act 1932 No. 4092 of 1932 Sch. (q) to accept and take by way of gift, and absorb upon any terms, the undertakings and assets of any society or body whether incorporated or not, carrying on work similar to any work for the time being carried on by the Branch and to undertake all, or any of the liabilities of any such society or body; (r) to make and carry out any arrangements for joint working or co-operation with any other society or body, whether incorporated or not, carrying on work similar to any work for the time being carried on by the Branch or the Council; (s) to undertake, execute and perform any trusts or conditions effecting any real or personal property of any description acquired by the Branch or the Council; (t) to enter into any arrangement with any educational authorities or any department of the Government of the Commonwealth of Australia or of the State of Victoria; and (u) to appoint such managers secretaries officers clerks agents and servants for permanent temporary or special services as may time to time be thought fit and to determine their powers and duties and fix their salaries or emoluments and to require security in such instances and to such amount as may be thought fit, and to remove or suspend them or any of them therefrom; (v) Subject to the Act The Royal Charter and the By-laws and the Policy Organisation and Rules to make and vary and repeal orders for the regulation of the affairs of the Branch or of the Groups or bodies of Scouts for the time being controlled by the Branch or the Council or any of them; (w) to enter into contracts and do all such other acts and things as are incidental or conducive to the attainment of any of the objects of purposes of the Branch or the Council or to the exercise of any of its said powers. CONSTITUTION OF THE COMMITTEE 25. Until otherwise determined at a Meeting of the Council the number of the members of the Committee other than ex officio members as hereinafter defined shall be not less than five nor more than fifteen. 26. The persons for the time being respectively holding the following offices, namely President of the Branch, two Vice Presidents of the Branch, Honorary Treasurer, Chief Commissioner, Chief Commissioner Designate, Deputy Chief Commissioner, Assistant Chief Commissioners and such other Branch Commissioners as 29

Scout Association Act 1932 No. 4092 of 1932 Sch. the Committee may from time to time determine shall be ex officio members of the Committee. 27. The persons other than ex officio members of the Committee at the coming into operation of these By-laws shall continue to be members of the Committee but shall retire as provided in these By-laws. 28. The Council shall have power from time to time to remove any member of the Committee other than an ex officio member and subject to Clauses 25, 29 and 30 to appoint any other person to be a member of the Committee, to fill the vacancy caused by removal or as an addition to the Committee. 29. (a) No person other than an ex officio member of the Committee of or over the age of 65 shall be appointed or act as a member of the Committee but nothing in this Cluse prevents a person from acting as a member of the Committee during the period commencing on the day on which he attains the age of 65 years and ending at the conclusion of the Annual Ordinary General Meeting of the Council commencing next after that day. (b) The office of a member other than an ex officio member of the Committee shall become vacant at the conclusion of the Annual Ordinary General Meeting of the Council commencing next after he attains the age of 65 years. (c) Any act done by a person as a member of the Committee shall be valid notwithstanding that it is afterwards discovered he was of or over the age of 65 years at the time of his appointment or that this appointment had terminated by virtue of sub-clause (b) of this Clause. (d) If any such vacancy has not been filled at the Annual Ordinary General Meeting of the Council at which the office became vacant the office may be filled as a casual vacancy pursuant to Clause 5 hereof; (e) Notwithstanding anything in this Clause contained the provision hereof shall not apply to a person of or over the age of 65 years on 1 January 1979. 30. No person other than an ex officio member of the Committee shall be appointed or elected a member of the Committee unless he is at the time of his appointment or election a lay member of the Council. Provided nevertheless that the Committee shall have power at any time and from time to time to appoint any person other than a Scouter (whether a member of the Council or not) to be a member of the Committee either to fill a casual vacancy or as an addition to the Committee, provided that the total number of 30

Scout Association Act 1932 No. 4092 of 1932 Sch. members of the Committee exclusive of ex officio members shall not hold office only until the next following Annual Ordinary General Meeting of the Council, but shall then be eligible for appointment or election to the Council if necessary and re-election to the Committee. PROCEEDINGS OF THE COMMITTEE 31. The Committee may meet together for the despatch of business and adjourn and otherwise regulate its meetings and proceedings as it may think fit and may determine the quorum necessary for transaction of business and notice if any which is to be given of any such meeting. Until otherwise determined seven members of the Committee shall form a quorum. 32. The Committee may elect from its members a Chairman and a Vice-Chairman of its meetings and determine the period for which they respectively are to hold office. The Chairman so appointed shall take the chair at meetings of the Committee, but if he is unable or unwilling to act at any such meeting the Vice-Chairman shall take the Chair at that Meeting. If at the time fixed for holding any Meeting neither the Chairman nor the Vice-Chairman shall be present or being present shall be unable or unwilling to act the members of the Committee present shall choose one of their number to be Chairman of the Meeting. 33. Questions arising at any Meeting shall be decided by a majority of votes and in case of any equality of votes the Chairman shall have a casting vote. 34. The Committee may delegate any of its powers to sub-committees consisting of two or more members of the Committee. Every such sub-committee shall in the exercise of the powers so delegated confirm to any regulations that may from time to time be imposed upon it by the Committee. Any such sub-committee may with the approval of the Committee appoint any person a member of such sub-committee. 35. The Meetings and proceedings of any such sub-committee shall be governed by the provisions herein contained for regulating the Meeting and proceedings of the Committee so far as the same are applicable thereto and are not superseded by any regulations made by the Committee under the last preceding Clause. 36. All acts done by any Meeting of the Committee or by any sub- committee shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of all or any of the members be valid as if such member or members had been duly appointed. 31

Scout Association Act 1932 No. 4092 of 1932 Sch. VACATION OF OFFICE BY MEMBERS OF THE COUNCIL AND COMMITTEE 37. (a) The office of a member of the Council shall become vacant— (i) if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (ii) if by notice in writing to the Branch he resigns; (iii) if the Council by a majority of two thirds of such of its members who shall be present at a Meeting duly convened for the purpose shall resolve that such member shall retire. (b) The office of a member of the Committee shall become vacant: (i) if he becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (ii) if he is absent from three consecutive Meetings of the Committee without leave and the Committee determines that his office shall become vacant; (iii) if by notice in writing to the Branch he resigns; (iv) if the Committee by a majority of two-thirds of such of its members who shall be present at a Meeting duly convened for the purpose shall resolve that such member shall retire; (v) if his office become vacant pursuant to Clause 29. RETIREMENT OF MEMBERS OF THE COUNCIL AND COMMITTEE 38. (a) At each Annual Ordinary General Meeting of the Council one third of the lay members of the Council holding office under Clause 4(e) and one third of the members of the Committee other than ex officio members shall retire from office. (b) If the number of the aforesaid lay members of the Council or the members of the Committee other than ex officio members is not three or a multiple of three, then the number nearest the one-third referred to in sub-clause 38(a) shall retire from office. 32

Scout Association Act 1932 No. 4092 of 1932 Sch. 39. Subject to Clause 4 the one-third or other nearest number to retire in each year shall be those who have been longest in office since their last election and as between two or more who have been in office an equal length of time the member to retire shall in default of agreement between them to be determined by lot. The length of time a member has been in office shall be computed from his last election or appointment where he has previously vacated office. A retiring member shall be eligible for re-election. For the purpose of this rule the length of time a member has been in office will include the period during which he has been a member of the Council or Committee of the Branch prior to the coming into operation of these By-laws. 40. Subject to Clauses 4, 29 and 30 the Council at any Annual Ordinary General Meeting thereof at which any members of the Council or Committee retire in manner aforesaid may fill up the vacated offices by electing a like number of persons to be members of the Council or Committee (as the case may be). 41. If at any Annual Ordinary Meeting of the Council at which an election of members of the Council or Committee ought to take place the places of the retiring members are not filled the retiring members of the Council or Committee or such of them as have not had their places filled shall if willing to continue in office until the Annual Ordinary General Meeting of the Council in the next year and so on and from year to year until their places are filled unless (in the case of the Committee) it shall be determined at such Meeting on due notice to reduce the number of the members of the Committee. 42. The Council may from time to time increase or reduce the number of the members of the Committee and may also determine in what rotation such increased or reduced number is to go out of office. 43. A person who is a retiring member of the Committee or who is recommended by the Committee for election shall be eligible for re-election or election to the Committee as the case may be. No other person shall be eligible for election as a member of the Committee unless he is proposed by some member of the Council and he or the member of the Council proposing him has, at least seven clear days before the Meeting, left with the General Secretary of the Branch a nomination in writing duly signed by the member of the Council and the candidate. 44. Ex officio members shall not be liable to retirement by rotation or be taken into account in determining the order of retirement. 45. Any election under these By-laws may be on a show of hands or by ballot as the Chairman of the meeting at which such election shall be held may determine. 33

Scout Association Act 1932 No. 4092 of 1932 Sch. APPOINTMENT OF CHIEF COMMISSIONER DESIGNATE 46. The Committee shall recommend the appointment of a Chief Commissioner Designate in accordance with these By-laws. 47. To enable it to make such recommendation the Committee shall appoint an Advisory Committee from amongst its members. 48. (a) The General Secretary of the Branch shall notify all persons who hold any one of the following offices, that is to say: (i) A member of the Committee; (ii) A Branch Commissioner (iii) An Area Commissioner; (iv) A Regional Commissioner— that the Advisory Committee is about to consider a recommendation for the office of Chief Commissioner Designate and shall invite those persons to submit nominations by the method set out in Clause 49. (b) Save as provided in Clauses 52 and 55 such recommendations shall be made as nearly as possible six months prior to the date upon which the person for the time being holding the office of Chief Commissioner is due to relinquish that office. The date upon which such recommendation is to be made is hereinafter referred to as "the recommendation date". 49. (a) Thirty days prior to the recommendation date (or within seven days after the occurrence of the events referred to in Clauses 52 and 55) the General Secretary shall forward to each of the persons referred to in Clause 48 a nomination form in a form and containing such information as the Committee may from time to time require with advice that in order to be valid the form duly completed shall be lodged with the General Secretary by a specified date, which date shall be not less than fourteen nor more than twenty-one days thereafter. (b) Any nomination shall be in the form provided for in sub- clause (a) of this Clause signed by the person submitting the same, and the person so nominated shall endorse upon the nomination form a statement of his willingness to accept the office. 34

Scout Association Act 1932 No. 4092 of 1932 Sch. (c) The nomination form duly completed as set out in sub- clause (b) of this Clause shall be forwarded to the General Secretary by the specified date, in a sealed envelope marked on the face thereof "Confidential—Nomination of the Chief Commissioner Designate". (d) The Advisory Committee shall consider the names submitted, and table the nomination forms at a Meeting of the Committee, together with its recommendation. (e) The Committee shall then determine the person who shall be recommended for approval pursuant to Clause 50. In so doing it shall accept or reject the recommendation of the Advisory Committee. In the event the Committee rejects the recommendation of the Advisory Committee it may decide upon one other of the names submitted, if there be any others; and if it does not so decide shall refer the matter back to the Advisory Committee for further recommendation. (f) If any of the members of the Committee is amongst those nominated, such member or members shall retire from the Meeting of the Committee during the period the Committee is deliberating upon the matter referred to in sub-clause (e) of this Clause. 50. The President on behalf of the Committee shall advise the Chief Scout the name of the person recommended by the Committee for appointment as Chief Commissioner Designate immediately following such recommendation and shall seek his approval. Upon such approval the person so recommended shall act as Chief Commissioner Designate. 51. The Chief Commissioner Designate, whilst holding office shall act as a Deputy of the Chief Commissioner, with such powers as the latter may delegate to him and notwithstanding that at the same time there may be another person also acting as Deputy Chief Commissioner. 52. In the event of a vacancy occurring in the office of a Chief Commissioner Designate the procedure referred to in Clauses 47, 48, 49 and 50 shall immediately become operative. RECOMMENDATION FOR THE APPOINTMENT OF CHIEF COMMISSIONER 53. Two months prior to the date upon which the person holding office of Chief Commissioner is due to relinquish that office, the President on behalf of the Committee shall submit the name of the Chief Commissioner Designate to the Chief Scout in order that the latter may convey such name to the Chief Scout of Australia as a 35

Scout Association Act 1932 No. 4092 of 1932 Sch. recommendation for appointment by the Chief Scout of Australia as Chief Commissioner on and from the date upon which the office becomes vacant. If the Chief Scout of Australia accepts such recommendation the Chief Commissioner Designate shall become the Chief Commissioner from that date. 54. A Chief Commissioner shall hold office initially for a term of three years, but the Committee may, with the concurrence of the person holding the office and subject to the approval of the Chief Scout of Australia extend the term from time to time provided that such extension is for a period of not more than three years and that the extension is made after nominations have been called and a recommendation made in the manner set out in Clauses 47, 48 and 49 for an appointment as Chief Commissioner Designate and that no other person has been approved as Chief Commissioner Designate pursuant to Clause 50. CASUAL VACANCIES IN OFFICE OF CHIEF COMMISSIONER 55. In the event of a vacancy occurring in the office of Chief Commissioner, while he is holding that office, the following procedure shall apply: (a) If the vacancy occurs before the appointment of a Chief Commissioner Designate— (i) the procedure referred to in Clauses 47, 48 and 49 if not already in operation shall become operative; (ii) the Committee shall appoint a suitable person as Acting Chief Commissioner and he shall act as Chief Commissioner until the appointment of the Chief Commissioner Designate; and (iii) as soon as a recommendation for the appointment of a Chief Commissioner Designate has been made by the Committee the President on behalf of the Committee shall submit a recommendation through the Chief Scout to the Chief Scout of Australia to proceed immediately with the appointment of the Chief Commissioner Designate as the Chief Commissioner; and (b) If the vacancy occurs after the appointment of a Chief Commissioner Designate, the latter shall act as Chief Commissioner and the President on behalf of the Committee shall submit the name of the Chief Commissioner Designate to the Chief Scout for appointment by the Chief Scout of Australia as Chief Commissioner. 36

Scout Association Act 1932 No. 4092 of 1932 Sch. CHIEF COMMISSIONER—POWER AND DUTIES 56. (a) The Chief Commissioner is the Chief Executive Scouter of the Branch and (subject to the Royal Charter, the By-laws made thereunder and the Policy Organisation and Rules promulgated by the National Council under the Charter) is responsible to the Council for all Scout Activities within the Branch. (b) The Chief Commissioner shall with the approval of the Committee appoint a Deputy Chief Commissioner and such if any Assistant Chief Commissioners, Branch Commissioners, Assistant Branch Commissioners and Field Commissioners, with such respective duties, as the Chief Commissioner may from time to time determine. CHIEF COMMISSIONER'S POWER TO DELEGATE 57. During the absence of the Chief Commissioner for Victoria or his temporary inability from any other cause to carry out his duties of Chief Commissioner the Committee with the approval of the Chief Scout and of the Chief Commissioner if he is within Victoria and able to act may appoint the Deputy Chief Commissioner or failing him another Commissioner to act as his delegate for such period as he shall specify. HONORARY TREASURER 58. The Honorary Treasurer shall be appointed in accordance with Clause 14 and his duties shall be determined by the Committee. GENERAL SECRETARY 59. The Committee shall appoint a General Secretary and may from time to time where the General Secretaryship is vacant or the General Secretary is unable to act appoint an Acting General Secretary who shall for the purpose of the Act and these By-laws be deemed the General Secretary. SEAL 60. The General Secretary shall provide for the safe custody of the Common Seal of the Branch and it shall not be used except pursuant to a resolution of the Committee and every instrument to which the Seal is affixed shall be signed by two members of the Committee and shall be countersigned by the General Secretary or some other person appointed by the Committee for the purpose. 37

Scout Association Act 1932 No. 4092 of 1932 Sch. ACCOUNTS 61. The Committee shall cause true accounts to be kept of the income and expenditure of the Branch and the matters in respect of which such income and expenditure take place and of the assets, liabilities and funds of the Branch. 62. At the Annual Ordinary General Meeting of the Council in every year the Committee shall lay before the Council an income and expenditure account and balance sheet made up to the year ending date of the year being reviewed at that meeting and duly audited by an Auditor or Auditors appointed in accordance with these By-laws. 63. The Committee shall lay before every meeting of the Branch a report on the state and condition of the Branch and the progress of its work. AUDIT 64. An Auditor or Auditors shall be appointed by the Council and the remuneration of such Auditor or Auditors shall be fixed by the Committee. 65. It shall be the duty of every officer and servant of the Branch to give to the Auditor or Auditors such information and explanations as may reasonably be required. INDEMNITY 66. Every member of the Council or the Committee and other officer or servant of the Branch shall be indemnified by the Branch from and against all costs and losses for which he may become liable by reason of any act or thing reasonably done by him in the discharge of his duty and any paid officer or servant shall similarly be indemnified from and against any costs losses or expenses which he may reasonably incur or become liable to by reason of any act or thing reasonably done by him in the discharge of any duty performed for and with the authority of the Committee. REGISTER OF MEMBERS OF COUNCIL AND COMMITTEE 67. The General Secretary shall keep and maintain a Register of Members of the Council and Members of the Committee in which shall be entered the full names and addresses and dates of election of every member and such other details as the Committee may from time to time determine. 38

Scout Association Act 1932 No. 4092 of 1932 Sch. NOTICES 68. Any notice sent by post shall be deemed to have been served on the third working day following that on which the envelope or wrapper containing the same is posted and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed prepaid and posted. ALTERATION OF BY-LAWS 69. These By-laws or any of them may at any time and from time to time (subject to the provisions of the Act) be added to, abrogated or varied by a resolution passed by a majority of not less than two- thirds of the members of the Council present and voting at a meeting of the Council duly convened for the purpose. ═══════════════ 39

Scout Association Act 1932 No. 4092 of 1932 Endnotes ENDNOTES

General Information The Scout Association Act 1932 was assented to on 29 December 1932 and came into operation on 29 December 1932. The name of this Act was changed from the Boy Scouts Association Act 1932 to the Scout Association Act 1932 by section 13(2) of the Scout Association Act 1983, No. 9878/1983. 40

Scout Association Act 1932 No. 4092 of 1932 Endnotes 2. Table of Amendments This Version incorporates amendments made to the Scout Association Act 1932 by Acts and subordinate instruments. ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Scout Association Act 1983, No. 9878/1983 Assent Date: 3.5.83 Commencement Date: 3.5.83 Current State: All of Act in operation Legal Practice Act 1996, No. 35/1996 Assent Date: 6.11.96 Commencement Date: S. 453(Sch. 1 item 74) on 1.1.97: s. 2(3) Current State: This information relates only to the provision/s amending the Scout Association Act 1932 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 41

Scout Association Act 1932 No. 4092 of 1932 Endnotes 3. Explanatory Details No entries at date of publication. 42

1 Scout Association Act 1932

SCHEDULE—Constitution of the Scout Association of Australia Victorian Branch 22 ═══════════════ ENDNOTES 40

General Information 40
Table of Amendments 41
Explanatory Details 42 i

Incorporation and capacity: Section 3 makes the pre-existing State Council a body corporate named "The Boy Scouts Association, Victorian Branch" (with the 1983 amendment updating names), giving the organism legal personality, perpetual succession and the capacity to hold and manage property, sue and be sued, and exercise corporate powers (s 3(1)-(3)). This statutory incorporation is the legal foundation that permits statutory vesting and the exercise of corporate powers described throughout the Act.

Statutory validation and alignment with national instruments: Section 4 validates acts done in purported compliance with the Australian Royal Charter (23 August 1967) and its by-laws since 15 December 1958, and removes the continuing application of the 1912 Royal Charter and its by-laws to the Branch to the extent they relate to local branches (s 4(1)-(3)). Section 4B then expressly subjects the Corporation and Branch to the 1967 Royal Charter, the by-laws made under it, decisions and rulings of the National Council and National Executive Committee, and the directions and control of those national bodies (s 4B(1)-(2)). Where national provisions conflict with the Branch Constitution, the latter is rendered inoperative to the extent of inconsistency (s 4B(2)). The Branch must keep certified copies of the relevant national documents and publish their location (s 4B(4)-(5)), and production of a certified copy is conclusive evidence in proceedings (s 4B(5)).

Property transfer and vesting mechanics: Section 6 sets out a statutory mechanism enabling the Corporation to require the transfer of real and personal property in Victoria that is held on trust for or in the name of Scout organisations, committees or groups. A recipient of a written notice (signed by the general secretary or authorised officer) is required to transfer property to the Corporation at the Corporation’s cost, subject to existing trusts and conditions (s 6(1)-(3)). Service is effected by registered post with a deemed receipt after three days (s 6(2)). On service, property vests immediately in the Corporation, subject to the stated trusts (s 6(3)). The Act provides a judicial safety valve, permitting applications to a Supreme Court judge for orders that transfers be subject to just and equitable terms (s 6(4)), and in cases of non-cooperation the Court may order the Prothonotary to execute conveyances (s 6(5)). Section 6(1A) substitutes references to the British Association with the Australian Association in trust instruments, enabling use of property for Australian Association purposes unless an order provides otherwise.

Control and delegation of internal powers: The Corporation is required to control Scouting in Victoria but its powers are subject to the Royal Charter and national by-laws and decisions (s 5). The Branch Executive Committee has delegated powers under the Constitution and may exercise those powers in relation to the Corporation and Branch (s 7(1)-(3)). The Schedule sets the Council as the governing body, with prescribed membership categories (Schedule Clauses 4-6), and vests management and broad operational powers in the Branch Executive Committee (Schedule Clause 23) including borrowing, investment, property dealings, entering contracts, receiving gifts and establishing regulations for Branch operations (Schedule Clause 24).

Name and uniform protection: The Governor in Council may, on application, make an Order in Council protecting the name, any special designations, uniforms with distinctive markings and badges used by the Australian Association or the Branch (s 11(1)). The Minister must direct notice and consider objections before the Order is made, and Orders are tabled before Parliament and can be annulled by either House within 21 sitting days (s 11(2)). Use without authority is an offence subject to a penalty of up to 2 penalty units (s 11(3)-(4)). The Order must be accompanied by a detailed description where a uniform is protected (s 11(5)).

Financial controls, audit and indemnities: The Schedule requires accounts to be kept and presented annually with auditing by an auditor appointed by the Council (Schedule Clauses 61-65). Clause 66 provides indemnities for members of the Council, Committee and officers for acts reasonably done in the discharge of duty.

Winding up and dissolution: The Corporation may submit a sealed scheme to the Governor in Council for winding-up and dissolution. The Governor in Council can approve and give effect to the scheme by order published in the Government Gazette if satisfied the scheme makes provision for debts, assets, trusts, dissolution and related contractual and legal matters (s 12(1)-(3)). The Governor in Council may later amend such an order on application by the Corporation (s 12(4)).

Procedural detail in the Schedule: The Schedule sets concrete rules for composition of the Council (Schedule Clause 4), the Committee (Clauses 25-31), meeting procedures (Clauses 11-22), retirement and rotation of members (Clauses 38-45), appointment and succession procedures for the Chief Commissioner and Chief Commissioner Designate (Clauses 46-57), custody and use of the seal (Clause 60), notices by post (Clause 68), and extraordinary provisions such as the age cap on committee members (Clause 29).

Collectively, these concepts restructure legal ownership and control of Scout property, align Branch governance with national charters and institutions, create an internal governance system codified in By-laws, and provide statutory administrative and judicial mechanisms to enforce transfers and preserve organisational identity.

The Act affects multiple concentric groups with different exposures and entitlements under the statute. The primary affected party is the statutory Corporation created by s 3, being the Scout Association of Australia, Victorian Branch in its corporate form, and the Branch as the operational Scouting organisation. The Act confers powers and duties on the Corporation and Branch Executive Committee (ss 5, 7), and places them under the direction of the national Royal Charter, National Council and National Executive Committee (s 4B(1)-(2)).

Persons and entities holding Scout property in Victoria are directly affected. Section 6 targets any person who at commencement holds, who thereafter acquires, or who is given, devised or bequeathed real or personal property in Victoria on trust for or for the benefit of the British Association, the Australian Association, or any branch, county, district, local association, group or committee formed under the policy rules. Those holders must transfer property to the Corporation on written notice (s 6(1)-(3)). Sponsored groups and their sponsoring authorities are specifically defined in s 2 and are affected by s 6’s proviso allowing nominated sponsoring authorities to hold property for group purposes, but also exposing that property to the Corporation’s transfer power where a sponsoring authority deals contrary to conditions or trusts (s 6 proviso and s 6(3)).

Donors, grantors and governments: Gifts, grants and contributions given to the Australian Association or the Branch are to be received by the Corporation and applied under their original terms or, absent terms, for the objects of the Association and in accordance with the directions of the Australian Association (s 8(1)(a)-(b)). The Corporation may treat pre-1983 gifts that remain partially unspent as available to the Australian Association’s objects (s 8(3)-(4)). This affects government bodies, municipalities, incorporated entities and private donors who provide funding or property: their conditional donations become subject to statutory application by the Corporation in accordance with the terms and ultimately the Australian Association’s direction if conditions lapse or become impossible of performance.

National bodies and internal Branch actors: The National Council and National Executive Committee exercise policy and operational control over the Branch as set out in the Royal Charter and its by-laws. The Corporation and its Executive Committee are explicitly subject to those national instruments and decisions (s 4B(1)). The Branch Executive Committee itself is a central decision-maker for property dealings and internal governance (s 7; Schedule Clause 23-24). Persons who sit on the Council, Committee, or as Branch officers (Chief Commissioner, Honorary Treasurer, General Secretary) are affected because the Schedule prescribes election, retirement, duties, and indemnities (Schedule Clauses 4, 23, 46-59, 61-67).

Third parties using similar insignia, uniforms or names: Section 11 enables statutory protection of names, designations, uniforms and badges by Order in Council. Once protected, unauthorised use is prohibited and punishable by a penalty (s 11(3)-(4)). This affects businesses, theatrical producers, charities, individuals and other organisations which may use scout-like names or insignia, although the Act preserves bona fide organisations’ rights to continued use where such use existed at the time of the Act or the 1983 amendments (s 11(1) proviso) and allows theatrical use in limited circumstances where it does not bring the uniform or badge into contempt (s 11(4) proviso).

Courts and the Prothonotary: The Supreme Court of Victoria is given an explicit role as an adjudicator of disputes under s 6. Persons served with transfer notices may apply by summons to a Supreme Court judge for equitable terms (s 6(4)), and the Court may direct the Prothonotary to execute conveyances if formal transfers are not forthcoming or if the holder is unknown (s 6(5)). Thus property holders and the Corporation alike can expect potential litigation or court orders in contested transfers.

Parliament and the executive: The Minister and Governor in Council exercise discretion in name and uniform protection orders (s 11(1)-(2)), and the Governor in Council has final authority to approve winding-up schemes (s 12). Orders to protect uniforms are subject to parliamentary oversight, with either House able to annul an Order within the specified 21 sitting-day period (s 11(2)(b)). The Governor in Council also decides whether a winding-up scheme makes sufficient provision for creditors and trust assets before approving it (s 12(2)).

Other legislative regimes: The Act specifically preserves its relationship with Commonwealth legislation on similar subjects (s 11(6)). It also interacts with land transfer legislation when real property is concerned, for example the Act’s transfer scheme excludes land under the Transfer of Land Acts from certain automatic procedures (s 6(5) proviso), meaning holders of Torrens title land will face different mechanics for transfer.

In practical terms, the highest impact is on organisations and individuals who control property or funds tied to Scouting in Victoria, Branch office-holders responsible for governance decisions, and national bodies whose directives have primacy over local Constitution provisions. The Act imposes statutory pathways for centralising ownership and policy control at the Branch and national level, while also providing judicial processes for holders seeking protective terms.

Statutory duties of the Corporation and Branch Executive Committee: The Corporation is required to control the Scout movement in Victoria and to do all things necessary to provide and maintain an efficient organisation for the Australian Association in Victoria, subject to the Royal Charter, national by-laws and directions (s 5). The Branch Executive Committee has authority to exercise the powers conferred on it by the Constitution, and to deal with real and personal property vested in the Corporation as it thinks fit subject to special trusts (s 7(1)-(2), Schedule Clause 23-24). The Committee must also keep and publish certified copies of national documents and make them accessible (s 4B(4)).

Duties in relation to property and gifts: Persons holding property on behalf of Scout organisations must transfer real or personal property in Victoria to the Corporation on written notice (s 6(1)-(3)). The Corporation must receive gifts, grants and contributions to the Australian Association or Branch and apply them in accordance with their terms or, where none exist or they become impossible to perform, in accordance with the objects of the Association and directions of the Australian Association (s 8(1)-(4)). The Corporation is deemed to have held power from 15 December 1958 to receive and apply such gifts (s 8(4)).

Rights of persons served with transfer notices: Persons or organisations served with a notice under s 6 may apply by summons to a Supreme Court judge for orders that transfers be subject to terms the judge considers just and equitable (s 6(4)). If the legal interest in property is transferable and the holder refuses to execute a conveyance, the Corporation may apply to the Supreme Court to direct the Prothonotary to execute the conveyance on behalf of the holder after satisfying prescribed evidentiary matters (s 6(5)). These judicial rights provide a procedural remedy and protective mechanism for holders.

Rights to challenge Orders and statutory procedures: The Act preserves parliamentary scrutiny of any Order in Council granting protection to names and uniforms, by requiring such Orders to be laid before both Houses and subject to annulment if either House resolves within a set sitting-day period (s 11(2)(b)). In addition, the Minister must consider objections before the Order is made (s 11(2)(a)). Parties likely to be affected by protection Orders therefore have administrative and parliamentary avenues to challenge or seek review.

Delegated internal rights and duties in the Constitution: The Schedule confers specific rights and duties on office-holders and committees. For example, the Chief Commissioner is the chief executive Scouter of the Branch and is responsible to the Council for Scouting activities in the Branch, subject to the Royal Charter and by-laws (Schedule Clause 56). The General Secretary is the custodian of the common seal and notices to the General Secretary constitute service on the Corporation (ss 9-10; Schedule Clause 60). Committee members have fiduciary-like duties implicit in governance responsibilities under the Schedule’s requirements for accounts, audit and indemnity (Schedule Clauses 61-66).

Rights in relation to name changes: The Branch Executive Committee can change the name of the Corporation or Branch by majority resolution (s 4A(1)), but must not do so unless the proposal is approved by the National Council at a general meeting (s 4A(2)). Any such name change does not affect identity, rights or obligations, and legal proceedings may be continued by the new name (s 4A(3)-(4)). That procedure balances internal flexibility with national oversight.

Enforcement powers and penalties: Section 11 prohibits unauthorised use of protected names, uniforms or badges and provides a statutory maximum penalty of 2 penalty units for contraventions (s 11(3)-(4)). The Governor in Council has the power to approve winding-up schemes once satisfied that appropriate provision is made for creditors, assets and trust property (s 12(2)-(3)). The Schedule imposes duties to keep accounts and make them available to the Council and Branch meetings, and to have accounts audited (Schedule Clauses 61-65), creating statutory obligations on the Committee and officers.

Conclusive evidentiary rules and record-keeping duties: Production of a document certified as a true copy and sealed by the Corporation is conclusive evidence of its contents in proceedings (s 4B(5)). The Branch must keep certified copies of the Royal Charter and Constitution documents, and publish the place they are kept (s 4B(4)). The Schedule requires the General Secretary to maintain a register of Council and Committee members (Schedule Clause 67) and details notice service rules by post (Schedule Clause 68).

In sum, the Act imposes duties of central control and property consolidation on the Corporation and Executive Committee, duties to receive and appropriately apply gifts, and procedural duties for record-keeping, auditing and governance. It grants holders of property statutory and judicial rights to seek equitable terms with respect to compulsory transfers and gives national bodies supervisory rights over local name changes and policy directions.

Statutory penalty for unauthorised use of protected insignia: The Act makes unauthorised use of protected names, designations, uniforms or badges an offence once an Order in Council protecting them has been made (s 11(3)). The maximum penalty for each offence is stated as not more than 2 penalty units (s 11(4)). The Act preserves limited exemptions, including prior bona fide organisations already using designations, and theatrical or media uses of uniforms or badges where such usage does not bring the insignia into contempt (s 11(1) proviso; s 11(4) proviso).

Administrative and executive enforcement process for protected insignia: An Order in Council is the administrative vehicle for protection (s 11(1)), and the procedure for making an Order requires notice and particulars as the Minister directs, and consideration of objections made by or on behalf of affected persons (s 11(2)(a)). Once made, the Order is tabled before both Houses of Parliament and is subject to annulment by either House within the subsequent 21 sitting days (s 11(2)(b)). The Governor in Council may amend or revoke an Order (s 11(2)(c)). Thus enforcement involves initial administrative discretion by the Minister and Governor in Council, followed by parliamentary oversight through the tabling and potential annulment process.

Property transfer enforcement mechanisms: The property-transfer machinery in s 6 is the Act’s principal enforcement instrument for consolidating Scout property under the Corporation. Service of a transfer notice by registered post is deemed to effect receipt after three days (s 6(2)), and on service the property vests immediately in the Corporation, subject to existing trusts and conditions (s 6(3)). This automatic vesting is a strong statutory enforcement measure: upon proper service, legal title passes without need for voluntary execution of conveyance by the previous holder.

Judicial remedies and court-based enforcement: The Act provides judicial review and remedial measures to soften or supervise compulsory transfers. A person, organisation or sponsoring authority served with a notice can apply by summons to a Supreme Court judge for an order specifying terms and conditions that are just and equitable (s 6(4)). Where holders refuse to execute conveyances, and the legal interest is transferable, the Corporation may apply to a Supreme Court judge who may direct the Prothonotary to execute conveyances on behalf of the non-cooperative holder, after the Court is satisfied of the prescribed matters including that the property is held on trust for relevant Scout organisations and that notice has been given (s 6(5)(a)-(b)). These provisions permit the courts to set equitable safeguards, and to complete transactions where holders are absent or uncooperative.

Winding-up and executive enforcement by Governor in Council: Section 12 permits the Corporation to submit a sealed scheme for winding-up to the Governor in Council, and the Governor in Council can approve and give effect to the scheme by order if satisfied the scheme adequately addresses debts, disposal of assets, transfer of trust property, dissolution, contracts and other matters (s 12(1)-(3)). Once an order is made, it has effect notwithstanding anything to the contrary in the Act (s 12(3)(c)). The Governor in Council may amend such an order on further application by the Corporation (s 12(4)). Thus dissolution enforcement is ultimately an executive act subject to satisfaction of fairly broad criteria.

Evidential and procedural enforcement tools: The Act creates conclusive evidential presumptions in certain contexts. A copy of a document certified and sealed by the Corporation and kept under s 4B(4) is "conclusive evidence" of the contents in any proceedings (s 4B(5)). The custody and attestation rules for the common seal are procedural prerequisites for valid execution of sealed instruments (s 9(1)-(2); Schedule Clause 60), and production of a Branch Executive Committee resolution sealed with the common seal is conclusive evidence of proper passing of the resolution in proceedings concerning property disposition (s 7(2)).

Limitations and reserved judicial oversight: The Act limits certain automatic effects by inserting judicial oversight options. For example, transfers are subject to trusts and to court orders about just and equitable terms (s 6(3)-(5)). Orders protecting uniforms must follow ministerial notification and public notice and are subject to parliamentary annulment (s 11(2)(a)-(b)). These limitations place some checks on administrative power, but the statutory default positions (immediate vesting on service, executive Orders for protection and winding-up) vest significant enforcement capacity in the Corporation, the Governor in Council and the national bodies.

Practical enforcement implications: Organisational opponents or donors have routes for challenge: application to the Supreme Court for protective terms against transfers, lodging objections to proposed statutory protection of insignia via the Minister, and parliamentary disallowance once an Order is made. However, because the Act creates automatic consequences upon proper notice, holders who do not act within the statutory windows risk immediate vesting and consequent loss of legal ownership unless they secure court intervention.

Royal Charters and national by-laws: The Act explicitly recognises and gives primacy to the Royal Charter dated 23 August 1967 and its by-laws over the Branch Constitution and the Corporation in matters relating to policy and control of Scouting (s 4B(1)(a)(i)-(iii), (b)). Where national provisions are inconsistent with the Branch Constitution, the Constitution is rendered inoperative to the extent of inconsistency (s 4B(2)). The Corporation must keep certified copies of the Royal Charter and the national documents and publish their location (s 4B(4)). This creates a statutory hierarchy in which federal-scale instruments govern local constitutional provisions, aligning state-level governance with national structures incorporated by Royal Charter.

Commonwealth laws on intellectual property and insignia: Section 11(6) provides that the uniform-and-name protection provisions are to be read "as in aid of and not in derogation from any Commonwealth Act relating to the subject-matter hereof." That clause preserves parallel or superior Commonwealth regimes, such as trade mark and other intellectual property laws, and prevents the state protection mechanism from ousting or conflicting with Commonwealth law. Entities seeking trademark or copyright protection should therefore consider both Commonwealth regimes and the state Order-in-Council protections.

Transfer of Land and property registration regimes: The Act’s property transfer machinery interacts with land title regimes. Section 6(5) includes an express reference to land under the Transfer of Land Acts, and the mechanics for transferring legal title will depend on the type of title and the relevant land laws. The Act contemplates judicial orders to have the Prothonotary execute deeds where holders refuse, but formal registration under Torrens title systems will require compliance with the Transfer of Land Acts and the land registry’s requirements, potentially necessitating further steps beyond the Court order.

Court procedures and Supreme Court jurisdiction: The Act creates statutory routes to the Supreme Court of Victoria for relief against compulsory transfers (s 6(4)-(5)). The Supreme Court’s existing equitable jurisdiction over trusts, conveyancing and specific performance is engaged, and the Court can shape just and equitable terms for transfers or direct the Prothonotary to execute instruments. Parties must therefore apply within Supreme Court procedural rules and satisfy evidentiary thresholds stated in s 6(5)(b).

Parliamentary oversight and administrative law: Orders under s 11 are tabled before Parliament and may be annulled by either House, implicating parliamentary disallowance procedures and the machinery of government. Administrative law principles apply to the Minister’s consideration of objections and the Governor in Council’s exercise of discretion, particularly where the Minister’s processes include notice and consideration of objections (s 11(2)(a)). Judicial review avenues in administrative law may also be engaged in the event of procedural unfairness or jurisdictional error in decision-making.

Common law duties and fiduciary obligations: The Schedule imposes governance duties such as keeping accounts, auditing, and acting for the Branch’s purposes (Schedule Clauses 61-65). These operate alongside common law fiduciary and duty-of-care principles applicable to directors and committee members. Clause 66 provides indemnities for acts reasonably done in discharge of duties, but indemnities do not displace duties enforced at common law or statutory duties under other legislation.

Interaction with donors’ trust instruments and succession law: Section 6(1A) substitutes references in trust instruments to the British Association with the Australian Association for the purposes of property use, unless an order provides otherwise. That operation changes the named beneficiary in historic trusts by statutory substitution, which interacts with principles of trust interpretation and the law of charitable trusts. Wills and testamentary gifts referencing historical bodies may be affected, and executors and trustees must consider whether s 6(1A) operates to alter the intended beneficiary.

Other state statutes and regulations: The Act also interacts with other state laws governing charities, property, and corporate governance. For example, the Statute’s requirements for accounts and audit operate alongside general statutory obligations for incorporated bodies and for charities if the Branch has charitable status under state law. The legal practice amendment noted in the Endnotes (Legal Practice Act 1996) amended the seal attestation proviso (s 9(2) proviso), demonstrating the Act’s capacity to be affected by general state statutory reforms.

In sum, the Act sits within a layered legal architecture where national Royal Charters and by-laws, Commonwealth intellectual property statutes, land title regimes, Supreme Court equitable jurisdiction, parliamentary oversight mechanisms and other state statutes all have a role. Practitioners must map the specific legal question to the applicable combination of these laws because the Act expressly preserves and defers to several external legal instruments and procedures.

The Endnotes to the Act record the statutory amendments incorporated into this version. Two identified legislative instruments are recorded in the Endnotes.

Scout Association Act 1983, No. 9878/1983: This amending Act (assent 3 May 1983) effected multiple textual and structural changes to the Scout Association Act 1932. The Endnotes identify specific inserted and substituted provisions bearing the label "inserted by No. 9878 s. X" or "amended by No. 9878 s. X" across the text. Key changes effected by the 1983 amendment include:
- Changing references and names to reflect the Scout Association of Australia and modernising the Branch name, with the change of the Act’s short title effected by s 13(2) of the amending Act as noted in the Endnotes (see Endnotes 1).
- The insertion of definitions in s 2 reflecting "Australian Association," "National Council," "National Executive Committee," "sponsored group," and "sponsoring authority" among others (s 2 as substituted by No. 9878 s. 3).
- Substitutions and insertions in ss 3-12 to update corporate naming, to validate acts relating to the 1967 Royal Charter (s 4), to introduce the change-of-name procedure (s 4A), and to impose subordination to the Australian Royal Charter and National Council determinations (s 4B).
- Rewriting the property transfer provisions in s 6 with the modern sponsored-group/sponsoring-authority terminology, and inserting s 6(1A) enabling substitution of references to the British Association with the Australian Association in trusts.
- Replacing and updating the Committee powers and the Schedule (s 7 substituted, Schedule inserted), codifying the Constitution of the Victorian Branch in the Schedule as amended.
Legal Practice Act 1996, No. 35/1996: This amending Act (assent 6 November 1996) contains at least one amendment relevant to the Scout Act, reflected in the proviso to s 9(2) concerning the necessity to require the common seal when appointing a legal practitioner in legal proceedings. The Endnotes specify commencement of this amendment provision as 1 January 1997 for the relevant section (s 453(Sch. 1 item 74)).

The Act’s text itself carries inline marginal notes indicating the source of amendments for particular subsections, for example s 4 was substituted by No. 9878 s. 5; s 4A and s 4B were inserted by No. 9878 s. 5; s 6 showed multiple amendments and insertions by No. 9878 s. 7; s 7 was substituted by No. 9878 s. 8; s 8 was amended and had subsections inserted by No. 9878 s. 9; s 9 was amended by No. 9878 s. 10 and further by the Legal Practice Act amendment noted above; s 11 was amended by No. 9878 s. 11; and s 12 was inserted by No. 9878 s. 12. The Schedule itself is marked as inserted by No. 9878 s. 12.

The Endnotes do not catalogue any amendments beyond 1996 in the provided document. They also include an "Explanatory Details" section with no entries at the date of publication, which means this version relies on the inserted marginal amendment notes and the Endnotes table for amendment provenance.

When advising on current effect, practitioners should confirm whether any subsequent legislative changes, regulation, or higher-order decisions have altered the provisions since the date of the incorporated amendments stated in this version (incorporating amendments as at 7 September 2007). The Act’s amendment notes show significant modernization in the 1983 amendments that aligned the text with the Australian Royal Charter and national governance arrangements, and a discrete 1996 amendment affecting seal attestation in litigation contexts.

The Act’s text and Endnotes supplied do not include reported litigation or judicial decisions that have interpreted or applied its provisions. The Schedule and main body contain procedural and remedial references to the Supreme Court, for example the power for persons served with notices under s 6 to apply by summons to a Supreme Court judge for an order regarding the terms and conditions of transfer (s 6(4)), and the Court’s power to direct the Prothonotary to execute conveyances on behalf of non-cooperative holders subject to proof of prescribed facts (s 6(5)). Those provisions presuppose an established role for the Supreme Court, but the statutory text as provided contains no catalogue of cases or judicial interpretations.

Because the Act creates property-transfer mechanisms that can be enforced by court order, the Supreme Court of Victoria is the natural forum in which disputes arising under s 6 would be litigated. Disputes could touch on trust interpretation, the validity of notices, whether trusts permit statutory conversion under s 6(1A), whether particular transfers would be "just and equitable" and what protective conditions the Court should impose, as well as registerability of transfers under the Torrens system when land is involved. Similarly, challenges to Orders in Council under s 11, or to the Governor in Council’s approval of winding-up schemes under s 12, could engage administrative law and judicial review processes.

The absence of case citations in the Act text supplied means any litigation history will need to be researched in court databases and law reports. Practitioners should search Victorian Supreme Court decisions and the Victorian Law Reports, as well as Australian national databases, for cases construing ss 6, 11 or 12, or any cases involving the Corporation, the Branch Executive Committee, or property transfers to the Branch. If advising parties in a dispute under these provisions, counsel should perform a current case law search to identify precedents addressing:

the validity and effect of s 6 notices and vesting on service,
the operation of s 6(1A) in substituting beneficiaries named in historical trust instruments,
the scope of the Court’s powers under s 6(4)-(5) to shape transfers and direct the Prothonotary,
judicial scrutiny of Orders in Council under s 11, including procedural fairness of the Minister’s notice/objection process,
judicial oversight of Governor in Council orders approving winding-up schemes under s 12 and any associated legal challenges.

If no reported decisions exist, practitioners should expect first-instance litigation in relation to contested transfers and to be guided by equitable principles and general Supreme Court practice in trusts and conveyancing matters. In that event, courts will be working with statutory language in s 6 and the Schedule’s governance provisions rather than a body of specialist precedent.

Statutory substitution of beneficiaries in trusts (s 6(1A)): Section 6(1A) allows the Corporation to "apply and use" property transferred to it that is held on trust for the British Association as if the trust’s references to the British Association were references to the Australian Association, unless an order provides otherwise. This is a powerful statutory mechanism that can alter the beneficiary of a trust without the donor’s express consent, subject to an order. Practitioners dealing with historic gifts, bequests or testamentary disposals that name the British Association must check whether s 6(1A) will operate to substitute the Australian Association as beneficiary, and whether any court orders affecting particular property exclude the operation of s 6(1A). Because the provision effectively reinterprets trust instruments, clients with donor intent concerns or claims of breach of trust will need to consider applying to court under s 6(4) to preserve particular terms or to obtain just and equitable conditions.

Immediate vesting on service and short deemed service period (s 6(2)-(3)): A notice sent by registered post is "deemed to have been properly served" after three days (s 6(2)). On service, property "shall immediately vest" in the Corporation (s 6(3)). That creates tight timeframes; holders who do not monitor registered post or do not receive the notice promptly risk automatic loss of legal title unless they secure immediate judicial relief. Lawyers should advise clients holding Scout-related property to keep careful records and contact the Corporation or seek urgent interlocutory relief if served.

Provisions survive contrary private agreements unless court intervenes: The Act permits immediate vesting notwithstanding trusts and conditions, subject to the trusts continuing to have effect as if references were to the Australian Association (s 6(1)-(3), (1A)). While the Court can make orders that impose equitable terms, absent court action property vests and the Corporation becomes the legal owner. This may frustrate private understanding held by sponsoring authorities or municipalities and lead to disputes.

National control over local Constitution (s 4B(1)-(3)): The Act elevates national Charter provisions and National Council/National Executive decisions over the Branch Constitution, making inconsistent local provisions inoperative to the extent of inconsistency (s 4B(2)). Committee members and local councils must be aware that some powers they thought were local may be overridden by national decisions. Name changes by the Branch require National Council approval (s 4A(2)), so internal changes that do not secure national approval may be ineffective.

Parliamentary disallowance window for protection Orders (s 11(2)(b)): Orders protecting names and uniforms are subject to annulment by either House within 21 sitting days. A protected uniform or name can therefore be undone by parliamentary resolution in the short run, creating potential uncertainty for parties who rely on the protection shortly after an Order. Interested parties should monitor the parliamentary timetable for disallowance risk.

Limited and potentially outdated penalty framework (s 11(4)): The Act prescribes a maximum penalty of 2 penalty units for unauthorised use of protected insignia. If the monetary value of a penalty unit has increased over time, the deterrent effect may be limited or, conversely, may be relatively modest for commercial infringements. Advisers should verify the current value of penalty units in Victorian legislation when assessing enforcement risk.

Administrative discretion combined with limited statutory safeguards: Orders in Council for protection and winding-up schemes are ultimately executive acts subject to ministerial discretion and the Governor in Council. While the Minister must give notice and consider objections (s 11(2)(a)) and Parliament has an annulment window (s 11(2)(b)), the initial decision-making power rests with the executive. Stakeholders may find administrative processes opaque and should preserve objections in writing to engage the Minister’s duty to consider them.

Historical artefacts remain in the Schedule: The Schedule contains provisions that reflect past administrative choices, for example the age cap on committee members (Clause 29) with an exception for persons aged 65 or over on 1 January 1979. These transitional and historically dated provisions can create odd eligibility outcomes and require careful reading when determining current governance rights.

Conclusive evidentiary certificate by the Corporation (s 4B(5)): Production of a copy of a document certified under the seal of the Corporation is "conclusive evidence" of the document’s contents in proceedings (s 4B(5)). Parties relying on or challenging the contents of such certified documents should plan challenges based on invalidity of the certification process or on substantive arguments about the underlying facts rather than on ordinary evidentiary hearsay objections.

Interaction with the Transfer of Land Acts and Torrens registration (s 6(5) proviso): Transfer mechanics for Torrens land are constrained by the land law regime; conveyances executed by the Prothonotary under court order will still need to comply with the Transfer of Land Acts, which may require additional formalities. Practitioners should anticipate extra procedural steps to have transfers registered.

No litigation history provided in the Act text: Because the provided Act text contains no case law, parties must conduct separate case-law searches to discover how courts have interpreted these provisions in practice. That absence increases uncertainly about how judges will exercise the powers granted in s 6(4)-(5) or review Orders under s 11 or s 12.

In short, the key practical "gotchas" derive from the Act’s statutory substitution of beneficiaries in trusts, the speed and finality of vesting on service, the national primacy over local constitutions, and a mix of executive discretion and limited judicially imposed safeguards. Each of those features can create rapid, binding legal consequences unless acted on promptly.

If an entity holds property or funds connected to Scouting in Victoria, or participates in governance of the Branch or its groups, the Act imposes specific steps and record-keeping practices to remain compliant and to preserve legal rights.

For property holders and sponsoring authorities

Maintain clear records of the legal title or trust instruments governing the property, including deeds, trust documents, wills and bequests, to ascertain whether holdings are caught by s 6(1) as being held "for or on behalf of or for the benefit of" the British or Australian Association or a branch, council, district or group (s 6(1)). Confirm whether property is Torrens land or otherwise, as transfer mechanics differ (s 6(5) proviso).
Monitor correspondence and postal service carefully. Notices under s 6(2) are deemed served three days after posting by registered post; immediate action is required after receipt or suspicion of receipt. If served, consider immediate legal advice to evaluate an application to the Supreme Court under s 6(4) for just and equitable terms, or to seek urgent interlocutory relief to preserve status pending negotiation.
If a sponsoring authority intends to dispose of or deal with property, check whether the action is "contrary to the conditions and trusts upon which the same is held" because s 6 allows the Corporation to require transfer in that situation. Prior consultation with the Corporation or seeking court approval can reduce the risk of an enforced transfer.

For donors and grant makers

When making gifts, grants or contributions, ensure donation instruments include clear terms about intended purposes and conditions, and consider including mechanisms dealing with future reorganisations of the Association or Branch. The Corporation is required to apply gifts in accordance with their terms, but where terms become impossible of performance the Corporation may apply them in accordance with the objects of the Australian Association and its directions (s 8(1)(b), (3)).
If a prior gift or grant is concerned, verify whether any part remains unspent and whether the Corporation may, under s 8(3), reapply the gift to Australian Association objects. If the donor or representative wishes to preserve specific outcomes, legal steps should be taken to enshrine them or to seek a court declaration.

For the Corporation, Branch Executive Committee and Council members

Keep certified copies of the Royal Charter, the Constitution (Schedule) and documents referred to in the Constitution at a place appointed by the Corporation, and publish the location in the Government Gazette and widely circulating newspaper as required by s 4B(4). Certification under the seal is conclusive in proceedings (s 4B(5)), so ensure certification procedures are properly followed.
Ensure that any resolution for dealing with property is recorded, sealed with the common seal and attested in accordance with the Constitution, because a sealed resolution is conclusive evidence of compliance in proceedings (s 7(2); s 9(1)-(2); Schedule Clause 60). Maintain careful minutes and copies of sealed resolutions.
Follow the Schedule’s rules for meetings, retirements, nominations and elections to avoid procedural challenges to appointments (Schedule Clauses 11-22; 38-45). Keep the register of members of Council and Committee up to date (Schedule Clause 67).
For any proposed change of name of the Corporation or Branch, secure approval from the National Council at a general meeting before resolving to change the name (s 4A(1)-(2)).
For acceptance of gifts and for investment, borrowing and property transactions, act within the Committee’s authorised powers set out in Schedule Clause 24. For any significant property transfer or winding-up proposals, consult the Governor in Council’s requirements under s 12 and prepare sealed schemes for submission if dissolution is contemplated.

For handling name or uniform protection applications

Comply with the prescribed ministerial application procedure under s 11(2)(a): lodge notice and particulars as the Minister directs, and be prepared to respond to objections. Provide an exact and detailed description of any uniform when seeking protection (s 11(5)).
Anticipate parliamentary scrutiny: any Order in Council will be tabled and can be annulled by either House within the subsequent 21 sitting days (s 11(2)(b)), so time the campaign for protection and coordinate communications to mitigate annulment risk.
Preserve evidence of prior bona fide use if relying on the Act’s proviso that protects organisations already in regular use of a designation or uniform at the time of the Act or the 1983 amendments (s 11(1) proviso).

For dispute preparedness

If served with a s 6 notice, prepare a prompt application to the Supreme Court under s 6(4) to seek terms that are just and equitable. Assemble documentary evidence that the property is subject to particular trusts, any conditions, and the circumstances that make the transfer unjust without protective terms. If a holder refuses to sign conveyances, be ready to seek a s 6(5) order after meeting the evidentiary requirements in s 6(5)(b).
If a party objects to a proposed Order in Council under s 11, submit objections in the manner the Minister directs and consider seeking parliamentary or administrative remedies if an Order issues and is tabled.

For auditors, treasurers and accountants

Maintain statutory accounts in accordance with Schedule Clauses 61-62, ensure annual audited accounts are prepared and presented to the Annual Ordinary General Meeting, and be ready to provide information to auditors as required by Schedule Clause 65.
Maintain internal controls and documentation for any borrowing, investment or property transactions undertaken under the Committee’s authority (Schedule Clause 24(d)-(e)).

Record-keeping and formalities generally

Ensure the General Secretary’s custody of the common seal is supervised and that the seal is only affixed by resolution of the Branch Executive Committee and attested as required by the Constitution (s 9(1)-(2); Schedule Clause 60).
Use registered post or other reliable service for important correspondence, and record posting dates so that deemed service timelines under s 6(2) are verifiable.
Where actions might affect donors’ expressed intentions or third-party rights, obtain legal advice and consider pre-emptive court applications to set terms or seek declarations to forestall enforced transfers.

In all cases compliance requires a mix of organisational governance (minutes, sealed resolutions, filing and audit), legal vigilance (monitoring notices, prompt response to s 6 notices and protected-order processes), and procedural observance of the Schedule’s requirements for meetings and offices. Solicitors and advisers should coordinate with the Corporation’s General Secretary, the Branch Executive Committee and, where necessary, the National Council to align actions with the statutory hierarchy established by the Act.

Scout Association Act 1932

Plain English Summary

Deep Dive

What it does

Current sections

Scout Association Act 1932

Source text: opening excerpt

1 Scout Association Act 1932

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