What it does
Mechanically, the Act dissolves two named bodies and makes a single corporate entity their legal successor. On the appointed day the Yooralla Hospital School for Crippled Children (Yooralla) is dissolved and the Yooralla Society of Victoria (the Yooralla Society) becomes its successor in law; the Victorian Society for Crippled Children and Adults (the Victorian Society) is likewise dissolved and the Yooralla Society becomes its successor in law (s 4(1)(a)-(b)). The statute effects immediate vesting and transfer of property and legal relations. Property which immediately before the appointed day was vested in either predecessor is transferred to and vests in the Yooralla Society by reason of the Act (s 4(2)(a)-(b)), and that vesting is declared to occur without the necessity for any conveyance, transfer or other assurance of property (s 4(3)). Contracts, deeds, bonds, agreements, debts, liabilities, securities, duties, obligations, powers, authorities, immunities, rights and privileges of the predecessors are, by statutory deeming, the contracts and obligations of the Yooralla Society and are enforceable by or against it as fully as they would have been by or against the predecessor bodies if the Act had not been enacted (s 4(2)(c)).
The Act preserves the effect of past gifts, dispositions and trusts (other than wills) and of bequests under wills made before the appointed day, by treating references to the predecessor bodies in the relevant instruments as references to the Yooralla Society unless a contrary intention is expressly declared (s 5(a)-(d)). The Act also addresses statutory registration and reporting consequences: it declares the Yooralla Society to be an “excluded matter” for the purposes of s 5F of the Corporations Act in relation to s 205B of the Corporations Act, so that the federal requirement to notify ASIC of the name and address of directors and secretaries (s 205B) does not apply in relation to the Yooralla Society (s 6 and accompanying note). Finally, the Yooralla Society is deemed to be an institution within the meaning of the Hospitals and Charities Act 1958 and to have been registered under that Act on the appointed day (s 7).