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This is a Bill, not an Act. For current law, see the Acts databases.
New South Wales
Hunters Hill Congregational Church Property
Trust Bill 2013
Explanatory note
This explanatory note relates to this Bill as introduced into Parliament.
Overview of Bill
The objects of this Bill are:
(a) to constitute a statutory corporation, the Hunters Hill Congregational Church Property
Trust (referred to in the proposed Act as the Trust), and
(b) to specify the functions of that statutory corporation, which include holding property on
behalf of the Hunters Hill Congregational Church or particular congregations of that
Church, and
(c) to vest in the statutory corporation property held in trust for the Church, or a particular
congregation of the Church, without the need to pay duty, and
(d) to provide for the accountability of the Trust to members of congregations of the Church,
and
(e) to provide for the making by the Trust of Trust rules for the control, management and
administration of, and dealings with trust property, the operation of the Trust and the
conduct of proceedings of the Trust's Board, and
(f) to provide for the making by congregations of the Church of congregational rules relating
to how the congregations may give directions to the Trust.
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Explanatory note
Outline of provisions
Part 1 Preliminary
Clause 1 sets out the name (also called the short title) of the proposed Act.
Clause 2 provides for the commencement of the proposed Act on the date of assent to the
proposed Act.
Clause 3 defines words and expressions used in the proposed Act and provides that notes do not
form part of the proposed Act.
Part 2 Hunters Hill Congregational Church Property Trust
Division 1 Constitution of Trust
Clause 4 provides for the Hunters Hill Congregational Church Property Trust to be established as
a corporation.
Clause 5 provides for the constitution of the Board of the Trust.
Clause 6 provides for the Board to conduct the affairs of the Trust.
Division 2 Procedure of Board
Clause 7 specifies some aspects of the procedure of the Board and provides for the other aspects
of the procedure of the Board to be governed by the Trust rules.
Clause 8 provides for the election of a Chairperson of the Board.
Division 3 Election and appointment of members of Board
Clause 9 provides for the election of representatives of congregations as members of the Board.
Clause 10 provides for the election of representatives of committees of management as members
of the Board.
Clause 11 provides for the appointment of Board-appointed members as members of the Board.
Clause 12 provides for the initial membership of the Board.
Division 4 Members of Board
Clause 13 specifies the circumstances in which members of the Board are taken to have vacated
office.
Clause 14 provides for the filling of casual vacancies on the Board.
Clause 15 requires the disclosure of pecuniary interests by members of the Board.
Division 5 Functions of Trust
Clause 16 specifies the purpose of the statutory trust under which the Trust holds property.
Clause 17 specifies the functions of the Trust in relation to property vested in the Trust on behalf
of the Church (but not on behalf of a particular congregation) and the other, general functions of
the Trust.
Clause 18 specifies the functions of the Trust in relation to property vested in the Trust on behalf
of a particular congregation.
Clause 19 empowers the Trust to delegate its functions (with specified limitations) to any member
of the Board or to any other person or body prescribed by the Trust rules.
Clause 20 makes it clear that the Trustee Act 1925 applies to and in respect of the Trust.
Clause 21 enables the Trust to hold property alone or jointly.
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Explanatory note
Clause 22 provides for the investment of funds by the Trust and enables the Trust to invest, as one
fund, money held for different purposes.
Clause 23 enables the Trust to make arrangements with a church of another denomination
concerning the use of trust property.
Clause 24 provides that, if the Church resolves to enter into a union with any other branch of the
Christian Church, the Trust is authorised to convey property in connection with that union. Such
a resolution can only be made if it is approved by a meeting of each congregation of the Church,
by an affirmative vote of at least 75% of members of each congregation. If the resolution relates
to property held on behalf of a particular congregation, it can only be made if approved by at least
75% of the members of that congregation.
Clause 25 makes it clear that the Church or a congregation may affiliate with the Fellowship of
Congregational Churches (New South Wales) and that such affiliation does not result in any
property vesting in that Fellowship.
Clause 26 provides for the reimbursement of the Trust in certain circumstances.
Division 6 Trust rules
Clause 27 requires the Trust to make rules for the control, management and administration of, and
dealings with, trust property and for the conduct of proceedings of the Board or any committee of
management. The proposed section specifies the matters that the Trust rules must address, as a
minimum.
Clause 28 provides for the amendment of Trust rules.
Clause 29 requires public notice to be given of Trust rules.
Division 7 Accountability of Trust
Clause 30 requires the Trust to publish, on the website of the Church, information concerning its
composition and management.
Clause 31 requires the Board to keep minutes of its proceedings.
Clause 32 requires the minutes of proceedings of the Board to be made available for public
inspection at no cost.
Clause 33 requires the Trust to keep accounts.
Clause 34 requires the Trust to prepare financial statements.
Clause 35 requires the Trust to have its financial statements audited.
Clause 36 requires the Trust to prepare, and submit to the annual general meeting of each
congregation, a report of the Trust's dealings with, and management of, congregational trust
property held on behalf of that congregation during the previous financial year.
Division 8 Execution of instruments by Trust
Clause 37 provides for the custody and use of the seal of the Trust.
Clause 38 provides for the execution on behalf of the Trust of instruments required by law to be
in writing and for the entering into of oral contracts on its behalf.
Clause 39 enables the Trust to appoint an agent or attorney to execute documents on its behalf.
Division 9 Miscellaneous
Clause 40 provides that, if a person obtains a receipt for money paid to the Trust, the person will
not be liable if the money is subsequently lost or misapplied or is not applied.
Clause 41 entitles members of the Board and others to be indemnified out of trust property against
liability for certain things done by them in good faith concerning the property.
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Explanatory note
Part 3 Vesting of property in Trust
Clause 42 provides for the vesting in the Trust of property currently held in trust for the Church
or a congregation. The clause also specifies the effect of the vesting of property in the Trust and
makes savings and transitional provisions relating to the vesting of property in the Trust by the
proposed section. In particular, it provides that when property vests in the Trust in accordance with
the proposed section, the rights, obligations and liabilities of the former trustees in relation to the
property will become rights, obligations and liabilities of the Trust.
Clause 43 provides for the vesting in the Trust of property given to, or receivable or recoverable
by, the Church in the future.
Clause 44 provides for the vesting in the Trust of property given to, or receivable or recoverable
by, any particular congregation in the future.
Part 4 Miscellaneous
Division 1 Congregational rules
Clause 45 requires each congregation to make congregational rules and specifies the matters that
the congregational rules must address, as a minimum.
Clause 46 provides for the amendment of congregational rules.
Clause 47 requires public notice to be given of congregational rules.
Division 2 General
Clause 48 provides for the making of regulations under the proposed Act.
Clause 49 provides for the making of savings and transitional regulations consequent on the
enactment of the proposed Act or any amendment to the proposed Act.
Clause 50 repeals the Hunters Hill Congregational Church Act 1977, which vested some property
in certain trustees (who are natural persons) and provided for the vesting of other property in the
same trustees. (That same property is vested in the proposed statutory trustee (the Trust) by
proposed section 42.)
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First print
New South Wales
Hunters Hill Congregational Church Property
Trust Bill 2013
Contents
Page
Part 1 Preliminary
1 Name of Act 2
2 Commencement 2
3 Definitions 2
Part 2 Hunters Hill Congregational Church Property Trust
Division 1 Constitution of Trust
4 Constitution of Trust 4
5 Board of Trust 4
6 Board is to conduct affairs of Trust 4
Division 2 Procedure of Board
7 Procedure of Board 4
8 Chairperson 4
Division 3 Election and appointment of members of Board
9 Election of congregational representatives 5
10 Election of committee of management representative 5
11 Appointment of Board-appointed members 5
12 Initial members of Board 5
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Contents
Page
Division 4 Members of Board
13 Vacation of office of Board members 6
14 Filling of casual vacancies on Board 6
15 Disclosure of pecuniary interests 7
Division 5 Functions of Trust
16 Purpose of trust imposed by this Act 7
17 Functions of Trust in relation to general trust property and generally 7
18 Functions of Trust in relation to congregational trust property 8
19 Trust may delegate its functions 8
20 Application of Trustee Act 1925 9
21 Trust may hold property jointly 9
22 Trust may invest trust funds 9
23 Arrangements for other churches to use trust property 9
24 Conveyance of property if Church forms union with another branch
of the Christian Church 10
25 Relationship with Fellowship of Congregational Churches 10
26 Reimbursement of the Trust 10
Division 6 Trust rules
27 Trust must make Trust rules 11
28 Amendment of Trust rules 12
29 Public notice of Trust rules 12
Division 7 Accountability of Trust
30 Details to be made public 12
31 Keeping of minutes of proceedings 12
32 Access to minutes of proceedings 12
33 Keeping of accounts 12
34 Financial statements 13
35 Auditing of financial statements 13
36 Report to congregations 13
Division 8 Execution of instruments by Trust
37 Custody and use of seal of Trust 13
38 How Trust may execute certain instruments 13
39 Trust may appoint agents or attorneys to execute under seal 13
Division 9 Miscellaneous
40 Persons exonerated from liability on receiving receipt for certain
money paid to Trust 14
41 Certain persons to be indemnified out of trust property 14
Part 3 Vesting of property in Trust
42 Vesting of property in Trust on date of assent to this Act 15
43 Vesting of other property in Trust on behalf of Church 16
44 Vesting of other property in Trust on behalf of a congregation 16
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Contents
Page
Part 4 Miscellaneous
Division 1 Congregational rules
45 Congregations must make congregational rules 17
46 Amendment of congregational rules 17
47 Public notice of congregational rules 17
Division 2 General
48 Regulations 18
49 Savings and transitional regulations 18
50 Repeal of Hunters Hill Congregational Church Act 1977 No 30 18
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New South Wales
Hunters Hill Congregational Church Property
Trust Bill 2013
No , 2013
A Bill for
An Act to constitute the Hunters Hill Congregational Church Property Trust; to specify the Trust's
functions; to provide for the vesting of property in the Trust; and for other purposes.
Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 1 Preliminary
The Legislature of New South Wales enacts: 1
Part 1 Preliminary 2
1 Name of Act 3
This Act is the Hunters Hill Congregational Church Property Trust Act 2013. 4
2 Commencement 5
This Act commences on the date of assent to this Act. 6
3 Definitions 7
(1) In this Act: 8
Board means the Board referred to in section 5. 9
Board-appointed member means a person appointed as a member of the Board at an 10
annual meeting of the Board. 11
Chairperson means the Chairperson for the time being of the Board. 12
Church means the Hunters Hill Congregational Church, being a church: 13
(a) that, prior to 22 June 1977, was affiliated with The Congregational Union of 14
New South Wales, and 15
(b) that, immediately before the date of assent to this Act, included the following 16
congregations and ministries: 17
(i) the congregation meeting on the corner of Alexandra and Ferdinand 18
Streets, Hunters Hill, known as Hunters Hill Congregational 19
Community Church, 20
(ii) the congregation meeting at Narellan, known as Narellan Community 21
Congregational Church, 22
(iii) the ministry of Hunters Hill Congregational Church Retirement Village, 23
at 20A Alexandra Street, Hunters Hill, 24
(iv) the ministry of Angus Bristow Village, Narellan, 25
(v) the ministry of Narellan Congregational Community Services, and 26
(c) that includes any other congregations that may be recognised as congregations 27
by the Trust from time to time, and 28
(d) that includes any other ministries that may be recognised as ministries by the 29
Trust from time to time. 30
committee of management means a committee of management recognised or 31
established by the Trust from time to time for the purpose of facilitating the 32
establishment or management (or both) of a specified ministry. 33
committee of management representative, in relation to a committee of 34
management, means a member of the committee of management who is elected as a 35
member of the Board at a meeting of members of the committee of management 36
under section 10. 37
congregation means: 38
(a) a constituent part of the Church that is established by the Church from time to 39
time for the purpose of providing for the worship of God, religious education 40
and other church activities and that the Trust has recognised as a congregation, 41
or 42
(b) an assembly of persons of any church affiliated with the Church from time to 43
time (whether or not established by the Church) that the Trust has recognised 44
as a congregation. 45
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 1 Preliminary
congregational representative, in relation to a congregation, means a member of the 1
congregation who is elected as a member of the Board at a meeting of the 2
congregation under section 9. 3
congregational rules, in relation to a congregation, means the rules made by the 4
congregation under section 45, as in force from time to time. 5
congregational trust property means property vested in the Trust by or under 6
section 42 (2) or 44 or otherwise held by the Trust on behalf of a particular 7
congregation (whether under section 18 or otherwise). 8
conveyance includes transfer, assignment and assurance. 9
function includes a power, authority or duty and exercise a function includes 10
perform a duty. 11
general trust property means property vested in the Trust by or under section 42 (1) 12
or 43 or otherwise held by the Trust on behalf of the Church (and not on behalf of a 13
particular congregation) (whether under section 17 or otherwise). 14
ministry means an activity that is a constituent part of the Church (other than a 15
congregation) as established from time to time that the Trust has recognised as a 16
ministry. 17
Trust means the Hunters Hill Congregational Church Property Trust constituted by 18
this Act. 19
Trust rules means the rules made by the Trust under section 27, as in force from time 20
to time. 21
(2) Notes included in this Act do not form part of this Act. 22
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
Part 2 Hunters Hill Congregational Church Property Trust 1
Division 1 Constitution of Trust 2
4 Constitution of Trust 3
There is constituted by this Act a corporation with the corporate name of the Hunters 4
Hill Congregational Church Property Trust. 5
5 Board of Trust 6
(1) The Trust is to have a Board comprising the following members: 7
(a) 2 congregational representatives from each congregation that has between 10 8
and 14 members (at the time of the election of the representatives), 9
(b) 3 congregational representatives from each congregation that has 15 or more 10
members (at the time of the election of the representatives), 11
(c) 1 committee of management representative for each committee of 12
management, being a representative approved by the remainder of the Board. 13
(2) The Board may appoint additional members at an annual meeting of the Board, 14
provided that, after the appointment of those additional members, the majority of 15
Board members are congregational representatives. 16
(3) A person elected as a congregational representative for a congregation must be a 17
member of that congregation. 18
(4) A person elected as a committee of management representative for a committee of 19
management must be a member of that committee of management. 20
6 Board is to conduct affairs of Trust 21
The Board is to conduct the affairs of the Trust, and anything done by, or with the 22
authority of, the Board is taken to have been done by the Trust. 23
Division 2 Procedure of Board 24
7 Procedure of Board 25
(1) The procedure of the Board is to be in accordance with the Trust rules, subject to this 26
Act. 27
(2) The quorum for a meeting of the Board is a majority of the members of the Board. 28
(3) The Board is to meet at least once every 3 months. 29
8 Chairperson 30
(1) The members of the Board are to elect one member as Chairperson of the Board. 31
(2) The Chairperson holds office as Chairperson for a period of 12 months but is eligible 32
(if otherwise qualified) for re-election. 33
(3) If the Chairperson ceases to be a member of the Board or resigns office as 34
Chairperson, the members of the Board are to elect some other member to be 35
Chairperson. 36
(4) The Chairperson is to preside at a meeting of the Board. 37
(5) In the absence of the Chairperson from a meeting, the members of the Board who are 38
present at a meeting of the Board are to elect one of their number who is to preside 39
at that meeting. 40
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
(6) The presiding member has a deliberative vote and, in the event of an equality of 1
votes, has a second or casting vote. 2
Division 3 Election and appointment of members of Board 3
9 Election of congregational representatives 4
(1) An annual meeting of each congregation with 10 or more members is to be held in 5
each year not earlier than one month before and not later than one month after the 6
anniversary of the first annual meeting of the congregation held for the purposes of 7
this Act. 8
(2) The meeting is to be called and conducted in accordance with the congregational 9
rules of the congregation. 10
(3) At each such annual meeting, congregational representatives are to be elected to fill 11
positions on the Board to be held by congregational representatives of the 12
congregation. 13
(4) A congregational representative elected at an annual meeting of the congregation, or 14
elected to fill a casual vacancy, holds office until the end of the next annual meeting 15
of the congregation. 16
10 Election of committee of management representative 17
(1) An annual meeting of each committee of management is to be held in each year not 18
earlier than one month before and not later than one month after the anniversary of 19
the first annual meeting of the committee held for the purposes of this Act. 20
(2) The meeting is to be called and conducted in accordance with the Trust rules. 21
(3) At each such annual meeting, a committee of management representative is to be 22
elected to fill the position on the Board to be held by the committee of management 23
representative for the committee. 24
(4) A person cannot be elected as a committee of management representative unless, in 25
the opinion of the Board, the person is a committed adherent of Christian evangelical 26
doctrines. 27
(5) A committee of management representative elected at an annual meeting of the 28
committee of management, or elected to fill a casual vacancy, holds office until the 29
end of the next annual meeting of the committee of management. 30
11 Appointment of Board-appointed members 31
(1) An annual meeting of the Board is to be held in each year not earlier than one month 32
before and not later than one month after the anniversary of the first annual meeting 33
of the Board held for the purposes of this Act. 34
(2) The meeting is to be called and conducted in accordance with the Trust rules. 35
(3) A person cannot be appointed as a member of the Board by the Board unless, in the 36
opinion of the Board, the person is a committed adherent of Christian evangelical 37
doctrines. 38
(4) A Board-appointed member appointed at an annual meeting of the Board holds office 39
until the end of the next annual meeting of the Board. 40
12 Initial members of Board 41
Until all of the first elections required by this Division are held, the members of the 42
Board are to be the persons holding office as trustees for the purposes of the Hunters 43
Hill Congregational Church Act 1977 immediately before its repeal by this Act 44
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
(being the persons in whom, immediately before the date of assent to this Act, 1
property was vested in trust for the Church). 2
Division 4 Members of Board 3
13 Vacation of office of Board members 4
A member of the Board is taken to have vacated office if the member: 5
(a) dies, or 6
(b) resigns the office by notice in writing to the Board and the Board resolves to 7
accept the resignation, or 8
(c) becomes bankrupt, applies to take the benefit of any law for the relief of 9
bankrupt or insolvent debtors, compounds with his or her creditors or makes 10
an assignment of his or her remuneration for their benefit, or 11
(d) becomes a mentally incapacitated person, or 12
(e) is absent from 3 consecutive meetings of the Board, notice of which has been 13
given to the member, without prior leave of absence having been granted by 14
the Board, or 15
(f) in the case of a congregational representative for a particular congregation: 16
(i) is removed from office by resolution of the congregation, but only if an 17
opportunity has been given to the member to address the meeting of the 18
congregation at which the resolution is considered before the resolution 19
is made, being a meeting conducted in accordance with the 20
congregational rules of the congregation, or 21
(ii) ceases to be a member of the congregation, or 22
(g) in the case of a committee of management representative for a particular 23
committee of management: 24
(i) is removed from office by resolution of a meeting of the committee of 25
management, but only if an opportunity has been given to the member 26
to address the meeting of the committee at which the resolution is 27
considered before the resolution is made, being a meeting conducted in 28
accordance with the Trust rules, or 29
(ii) ceases to be a member of the committee of management, or 30
(h) in the case of a Board-appointed member--is removed from office by 31
resolution of the Board, but only if an opportunity has been given to the 32
member to address the meeting of the Board at which the resolution is 33
considered before the resolution is made, being a meeting conducted in 34
accordance with the Trust rules, or 35
(i) is removed from office by or pursuant to the Trust rules. 36
14 Filling of casual vacancies on Board 37
If a casual vacancy occurs in the office of a Board member, a person is to be 38
appointed to fill the vacancy for the remainder of the relevant term of office in 39
accordance with the following procedures: 40
(a) in the case of a congregational representative for a congregation--the 41
procedures established by the congregational rules of the congregation, 42
(b) in the case of a committee of management representative--the procedures 43
established by the Trust rules, 44
(c) in the case of a Board-appointed member--the procedures established by the 45
Trust rules. 46
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
15 Disclosure of pecuniary interests 1
(1) If: 2
(a) a member of the Board has a direct or indirect pecuniary interest in a matter 3
being considered or about to be considered at a meeting of the Board, and 4
(b) the interest appears to raise a conflict with the proper performance of the 5
member's duties in relation to the consideration of the matter, 6
the member must, as soon as possible after the relevant facts have come to the 7
member's knowledge, disclose the nature of the interest at a meeting of the Board. 8
(2) A disclosure by a member of the Board at a meeting of the Board that the member: 9
(a) is a member, or is in the employment, of a specified company or other body, or 10
(b) is a partner, or is in the employment, of a specified person, or 11
(c) has some other specified interest relating to a specified company or other body 12
or to a specified person, 13
is a sufficient disclosure of the nature of the interest in any matter relating to that 14
company or other body or to that person that may arise after the date of the disclosure 15
and that is required to be disclosed under subsection (1). 16
(3) After a member of the Board has disclosed the nature of an interest in any matter, the 17
member must not: 18
(a) be present during any deliberation of the Board with respect to the matter, or 19
(b) take part in any decision of the Board with respect to the matter. 20
Division 5 Functions of Trust 21
16 Purpose of trust imposed by this Act 22
(1) The purpose of the trust under which the Trust holds general trust property is to hold 23
property vested in it or acquired by it in trust for the Church and on any other trust 24
affecting the property. 25
(2) The purpose of the trust under which the Trust holds congregational trust property is 26
to hold property vested in it or acquired by it in trust for the relevant congregation 27
and on any other trust affecting the property. 28
17 Functions of Trust in relation to general trust property and generally 29
(1) The functions of the Trust in relation to general trust property are as follows: 30
(a) to acquire property and to use, manage, control, hold, exchange, take on lease 31
or dispose of and otherwise deal with property as trustee for, or for the 32
purposes of, the Church, 33
(b) to mortgage, charge or otherwise encumber that property for the purposes of 34
the Church, 35
(c) to make gifts or donations of that property for the purposes of the Church. 36
(2) The Trust may do and suffer all other things that bodies corporate may, by law, do 37
and suffer and that are necessary for or incidental to the exercise of its functions 38
under this Act. 39
(3) Without limiting subsection (1), the Trust has the following functions: 40
(a) to acquire property by gift, devise or bequest and to agree to and carry out the 41
conditions of the gift, devise or bequest (which may include exchanging, 42
holding, disposing of, mortgaging, charging or otherwise encumbering, or 43
otherwise dealing with, that property), 44
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
(b) to borrow or lend money for the purposes of the Church, including any of its 1
congregations and ministries, with or without security, 2
(c) to enter into any guarantee or indemnity that may assist the Trust or the Church 3
in the exercise of its functions, 4
(d) to establish committees of management for the purpose of facilitating the 5
establishment and management of specified ministries, 6
(e) to recognise congregations on behalf of which property may be held by the 7
Trust. 8
(4) The Trust has such other functions as are conferred or imposed on it by this or any 9
other Act. 10
(5) If, while any general trust property is held by the Trust under a trust that requires it 11
to be used for or on behalf of a particular ministry, the ministry is dissolved, the Trust 12
may deal with the relevant property for such purposes of the Church as the Trust may 13
determine. 14
(6) This section, and section 18, do not limit section 50 of the Interpretation Act 1987. 15
18 Functions of Trust in relation to congregational trust property 16
(1) The functions of the Trust in relation to congregational trust property are as follows: 17
(a) to acquire property and to use, manage, control, hold, exchange, take on lease 18
or dispose of and otherwise deal with property as trustee for, or for the 19
purposes of, the congregation, 20
(b) to mortgage, charge or otherwise encumber that property for the purposes of 21
the congregation, 22
(c) to make gifts or donations of that property for the purposes of the 23
congregation. 24
(2) The Trust is to exercise its functions in relation to congregational trust property held 25
on behalf of a particular congregation in accordance with the directions of that 26
congregation. 27
(3) In particular, a congregation may impose conditions regarding the use by a ministry 28
of congregational trust property held on its behalf, if doing so is consistent with the 29
trust on which the property is held. Those conditions may include a requirement that 30
money be paid from the income of the ministry to the congregation. 31
(4) A direction of a congregation is validly given for the purposes of this section if it is 32
given by a resolution of a meeting of the congregation called in accordance with the 33
congregation's congregational rules and passed by the majority required by those 34
rules. 35
(5) If, while any congregational trust property is held by the Trust on behalf of a 36
particular congregation, the congregation is dissolved or dispersed so that there are 37
no members of that congregation, the Trust may deal with the relevant property for 38
such purposes of the Church as the Trust may determine. 39
(6) If, while any congregational trust property is held by the Trust under a trust that 40
requires it to be used for or on behalf of a particular ministry, the ministry is 41
dissolved, the Trust may deal with the relevant property for such purposes of the 42
Church as the Trust may determine. 43
19 Trust may delegate its functions 44
The Trust may, by resolution, delegate any of its functions (other than this power of 45
delegation and the power to make Trust rules) to: 46
(a) any member of the Board, or 47
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
(b) any other person or body prescribed by the Trust rules. 1
20 Application of Trustee Act 1925 2
(1) The Trustee Act 1925 applies to and in respect of the Trust. 3
(2) In the case of any inconsistency between this Act and the Trustee Act 1925, this Act 4
prevails, to the extent of the inconsistency. 5
21 Trust may hold property jointly 6
The Trust may hold or acquire property either alone or jointly as a joint tenant or 7
tenant-in-common. 8
22 Trust may invest trust funds 9
(1) The Trust: 10
(a) may invest or lend any funds that it holds on trust in accordance with the terms 11
of any trust to which the funds are subject, and 12
(b) may also invest or lend any such funds in accordance with the Trustee Act 13
1925, unless the investment or loan is expressly forbidden by the trust to which 14
the funds are subject. 15
(2) The Trust may invest trust funds held by it for different purposes or activities, or any 16
part of those funds, as one fund. 17
(3) Income arising from an investment of funds in accordance with subsection (2) is to 18
be apportioned rateably among the several purposes or activities for which the funds 19
are held on trust. 20
(4) Any loss arising from an investment of funds in accordance with subsection (2) is to 21
be apportioned rateably among the several purposes or activities for which the funds 22
are held on trust. 23
23 Arrangements for other churches to use trust property 24
(1) In this section, scheme of co-operation means a scheme entered into by the Trust: 25
(a) with or involving a church of another denomination or any congregation or 26
constituent element of such a church, and 27
(b) concerning the use of general trust property or congregational trust property. 28
(2) The Trust may permit general trust property to be used and managed for the purposes 29
of a scheme of co-operation on such terms and conditions as the Trust determines. 30
(3) The Trust may permit congregational trust property held on behalf of a particular 31
congregation to be used and managed for the purposes of a scheme of co-operation, 32
but only: 33
(a) on the direction of the congregation given by a meeting of that congregation 34
conducted in accordance with the procedure established by the congregation, 35
and 36
(b) on such terms and conditions as the congregation determines at that meeting 37
or any subsequent meeting so conducted. 38
(4) Any proceeds derived by the Trust from a scheme of co-operation are to be applied 39
in the manner determined by the Trust. 40
(5) Conditions that the Trust may determine under this section include: 41
(a) conditions with respect to the making of monetary contributions towards the 42
acquisition, construction, alteration, maintenance or repair of property vested 43
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
in or held on behalf of a co-operating church, congregation or constituent 1
element, and 2
(b) the giving or taking of a security or charge over any property. 3
(6) Either general trust property or congregational trust property may be used in 4
accordance with a scheme of co-operation except to the extent that the property is 5
subject to an express trust expressly forbidding its use in that manner. 6
(7) Neither general trust property nor congregational trust property is to be regarded as 7
property that is subject to an express trust expressly forbidding its use under a scheme 8
of co-operation merely because it is directed to be held in trust for worship within, or 9
for the purposes of, the Church or the relevant congregation. 10
24 Conveyance of property if Church forms union with another branch of the Christian 11
Church 12
(1) In this section, scheme of union means a scheme entered into involving a union 13
between the Church and another branch of the Christian Church. 14
(2) The Trust may convey any general trust property or congregational trust property to 15
any person or body for purposes connected with the Church entering into a scheme 16
of union. 17
(3) Any conveyance of property in the Trust in accordance with this section does not 18
affect: 19
(a) any reservation, mortgage, charge, encumbrance, lien or lease that affected the 20
property, or 21
(b) any trust on which the property was held, 22
immediately before the conveyance of the property. 23
(4) The Trust may only convey general trust property if the conveyance is approved by 24
a meeting of each congregation of the Church, held in accordance with the 25
procedures established by the congregation, by an affirmative vote of at least 75% of 26
members of each congregation. 27
(5) The Trust may only convey congregational trust property if the conveyance is 28
approved by a meeting of the congregation on behalf of which it is held, held in 29
accordance with the procedures established by the congregation, by an affirmative 30
vote of at least 75% of all members of the congregation. 31
25 Relationship with Fellowship of Congregational Churches 32
(1) Nothing in this Act prevents the Church, or any congregation acting separately, from 33
affiliating with the Fellowship of Congregational Churches (New South Wales) as 34
constituted by the Fellowship of Congregational Churches (New South Wales) 35
Incorporation Act 1977. 36
(2) Affiliation by the Church (or a congregation) with the Fellowship of Congregational 37
Churches (New South Wales) does not result in any property held by the Trust, or 38
any other Church land or property, vesting in the Fellowship of Congregational 39
Churches (New South Wales). 40
26 Reimbursement of the Trust 41
(1) In this section, an outstanding liability arises if: 42
(a) the Trust is required to pay to any other person any money for which the Trust 43
is liable by reason of its having lawfully incurred the liability on behalf of a 44
congregation, and 45
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Part 2 Hunters Hill Congregational Church Property Trust
(b) the money has not been paid by the congregation to the Trust in a timely 1
manner. 2
(2) The Trust may, for the purpose of being reimbursed for an outstanding liability in 3
relation to a congregation: 4
(a) mortgage or sell all or any congregational trust property held on behalf of that 5
congregation at such time, in such manner and upon such terms and conditions 6
as it thinks fit, and 7
(b) out of the proceeds of the mortgage or sale, reimburse the Trust or pay, as the 8
case may require, all interest and other expenses, including legal costs, if any, 9
incurred in connection with the exercise of its powers under this section. 10
(3) Any residue of money held by the Trust after it has exercised its powers under 11
subsection (2) with respect to congregational trust property held by it for the benefit 12
of a congregation is to continue to be held by the Trust for the benefit of the 13
congregation. 14
Division 6 Trust rules 15
27 Trust must make Trust rules 16
(1) The Trust must make Trust rules, not inconsistent with this Act: 17
(a) for the control, management and administration of, and dealings with, general 18
trust property or congregational trust property, and 19
(b) for the operation of the Trust, and 20
(c) for the conduct of proceedings of the Board (which may provide for meetings 21
of the Board to be held by electronic means). 22
(2) Without limiting the matters that can be the subject of the Trust rules, the Trust rules 23
must address the following matters, as a minimum: 24
(a) the Trust functions that may be delegated, 25
(b) the persons to whom those Trust functions may be delegated, 26
(c) the procedure by which the Trust can recognise that an entity is a congregation 27
for the purposes of this Act, 28
(d) the procedure by which the Trust can recognise that an entity is a ministry for 29
the purposes of this Act, 30
(e) the procedure for the appointment of Board-appointed members, 31
(f) the procedure for meetings of the Board, including the following: 32
(i) the procedure for the calling of ordinary meetings, annual meetings and 33
extraordinary meetings on the request of members, 34
(ii) the procedure for the conduct of business at meetings, 35
(iii) whether voting is to be by secret ballot, by show of hands or otherwise, 36
(iv) whether members of the Board are entitled to vote by proxy at meetings, 37
(v) the majority required for a resolution of a meeting at which a quorum is 38
present to be carried, 39
(vi) a requirement that minutes are to be kept of the proceedings of each 40
meeting, which are to include a record of at least the following: 41
(A) all motions put to the meeting, 42
(B) amendments to such motions, 43
(C) the names of the movers and seconders of those motions and 44
amendments, 45
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
(D) the resolutions passed by the meeting, 1
(vii) a requirement that the minutes of the proceedings of all meetings be 2
kept and provided to members of the Board on request, 3
(g) the procedure for meetings of committees of management at which committee 4
of management representatives are elected. 5
(3) The Trust rules can deal with additional matters, but only in a manner consistent with 6
subsections (1) and (2). 7
28 Amendment of Trust rules 8
A Trust rule may be amended or repealed by a subsequent rule made under this 9
Division. 10
29 Public notice of Trust rules 11
(1) The Trust must make the Trust rules, as in force from time to time, publicly available 12
at no cost. 13
(2) Without limiting the manner in which the Trust rules must be made publicly 14
available, a copy of the rules must be published on the website of the Church. 15
Division 7 Accountability of Trust 16
30 Details to be made public 17
The Trust must publish the following on the website of the Church: 18
(a) a list of members of the Board and their contact details, 19
(b) details of each place of business of the Trust, 20
(c) details of where the minutes of proceedings of Board meetings, and records of 21
Board resolutions, can be inspected, 22
(d) details of where financial statements of the Trust can be inspected, 23
(e) a record of any current delegations of the Board's functions, including the 24
persons to whom such functions are delegated, 25
(f) the Trust rules, 26
(g) the congregational rules for each congregation, 27
(h) a list of all congregations and ministries recognised by the Trust for the 28
purposes of this Act. 29
31 Keeping of minutes of proceedings 30
The Board must keep: 31
(a) minutes of the proceedings of its meetings, and 32
(b) a record of its resolutions. 33
32 Access to minutes of proceedings 34
The minutes of proceedings of Board meetings, and the records of Board resolutions, 35
are to be made available for inspection by any member of a congregation, at no cost. 36
33 Keeping of accounts 37
The Trust must keep records that correctly record and explain its financial 38
transactions and financial position. 39
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 2 Hunters Hill Congregational Church Property Trust
34 Financial statements 1
As soon as practicable after the end of each financial year, the Trust must cause 2
financial statements for that year to be prepared, being statements that give a true and 3
fair view of the Trust's affairs. 4
35 Auditing of financial statements 5
(1) As soon as practicable after the end of each financial year, the Trust must cause the 6
financial statements for that year to be audited. 7
(2) The auditor's report: 8
(a) must be prepared in accordance with the Australian Auditing Standards, and 9
(b) must state whether the Trust has kept such financial records as are necessary 10
to enable financial statements to be prepared in accordance with the Australian 11
Accounting Standards. 12
(3) The audited financial reports are to be made available for inspection by any member 13
of the Church, at no cost. 14
36 Report to congregations 15
The Trust must prepare, and submit to the annual general meeting of each 16
congregation, a report of the Trust's dealings with, and management of, 17
congregational trust property held on behalf of that congregation during the previous 18
financial year. 19
Division 8 Execution of instruments by Trust 20
37 Custody and use of seal of Trust 21
(1) The seal of the Trust is to be kept by the Chairperson and may be affixed to a 22
document only: 23
(a) in accordance with a resolution of the Trust, and 24
(b) in the presence of at least 2 members of the Board (one of whom is the 25
Chairperson), and 26
(c) with an attestation by the signatures of those members of the fact of the 27
affixing of the seal. 28
(2) The common seal is to be affixed to such documents as the Trust determines from 29
time to time. 30
(3) The common seal is to be in such form as the Board determines. 31
38 How Trust may execute certain instruments 32
(1) Any instrument relating to any property or matter that, if made or executed by an 33
individual, would by law be required to be in writing under seal may be made on 34
behalf of the Trust in writing under the seal of the Trust. 35
(2) Any contract relating to any property or matter that, if made between individuals, 36
would by law be valid although made orally only may be made on behalf of the Trust 37
by any person acting under its authority, express or implied. 38
39 Trust may appoint agents or attorneys to execute under seal 39
(1) The Trust may, by writing under its seal, expressly empower any person, in respect 40
of any specific matter, to execute any deed or other document on the Trust's behalf 41
as its agent or attorney. 42
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Part 2 Hunters Hill Congregational Church Property Trust
(2) Any deed signed by such an agent or attorney on behalf of the Trust binds the Trust 1
and has the same effect as if it were under the seal of the Trust. 2
Division 9 Miscellaneous 3
40 Persons exonerated from liability on receiving receipt for certain money paid to Trust 4
A receipt for money paid to the Trust that: 5
(a) is executed under the seal of the Trust, or 6
(b) is in writing signed by two members of the Board (one of whom is the 7
Chairperson), or 8
(c) is in writing signed by a person duly authorised for the purpose by the Trust or 9
by two members of the Board (one of whom is the Chairperson), 10
exonerates the person by whom or on whose behalf the money is paid from any 11
liability for the loss, misapplication or non-application of the money. 12
41 Certain persons to be indemnified out of trust property 13
A member of the Board (including the Chairperson), and any other person, exercising 14
in good faith a function in relation to general trust property or congregational trust 15
property in accordance with this Act or any Trust rule, and the executor or 16
administrator of any such member of the Board, Chairperson or person, are entitled 17
to be indemnified out of general trust property or congregational trust property 18
against all expenses and liabilities that they incur in connection with the exercise of 19
that function. 20
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 3 Vesting of property in Trust
Part 3 Vesting of property in Trust 1
42 Vesting of property in Trust on date of assent to this Act 2
(1) Any property that was, immediately before the date of assent to this Act, vested in 3
any person in trust for the Church (and not for a particular congregation) is, on that 4
day, divested from that person and is, to the extent that it is so vested, vested (without 5
conveyance) in the Trust. 6
(2) Any property that was, immediately before the date of assent to this Act, vested in 7
any person in trust for a particular congregation is, on that day, divested from that 8
person and is, to the extent that it is so vested, vested (without conveyance) in the 9
Trust. 10
(3) The vesting of property in the Trust by this section does not affect: 11
(a) any reservation, mortgage, charge, encumbrance, lien or lease that affected the 12
property, or 13
(b) any trust on which the property was held, 14
immediately before the vesting of the property. 15
(4) No attornment to the Trust by a lessee of land vested in the Trust by this section is 16
necessary. 17
(5) The vesting of property by this Part is not a dutiable transaction for the purposes of 18
the Duties Act 1997. 19
(6) A dutiable transaction within the meaning of the Duties Act 1997, or an instrument 20
that effects or evidences a dutiable transaction and that occurs or is executed or 21
registered only for: 22
(a) a purpose ancillary to, or consequential on, the operation of this section, or 23
(b) the purpose of giving effect to this section, 24
is not chargeable with duty under the Duties Act 1997. 25
(7) On and from the date of assent to this Act, the following provisions have effect in 26
relation to property vested in the Trust in accordance with this section: 27
(a) the rights and liabilities of a former trustee become rights and liabilities of the 28
Trust to be exercised and discharged in accordance with this Act, 29
(b) the obligations of a former trustee become obligations of the Trust to be 30
performed in accordance with this Act, 31
(c) proceedings before a court or tribunal by or against a former trustee that, 32
immediately before the date of assent to this Act, were pending or in the course 33
of being heard are taken to be proceedings by or against the Trust, 34
(d) to the extent to which an act, matter or thing done or omitted to be done on 35
behalf of a former trustee had any force or effect immediately before the date 36
of assent to this Act, it is taken to be an act, matter or thing done or omitted to 37
be done by the Trust, 38
(e) a reference in any instrument to a former trustee is to be read as a reference to 39
the Trust, 40
(f) time that had commenced to run in relation to a former trustee is taken to be 41
time that had commenced to run in relation to the Trust. 42
(8) In this section: 43
former trustee means any person in whom, immediately before the date of assent to 44
this Act, property was vested in trust for the Church or the particular congregation, 45
as the case may be. 46
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 3 Vesting of property in Trust
43 Vesting of other property in Trust on behalf of Church 1
(1) To the extent to which an instrument (including a will) provides for any property 2
(other than property to which section 42 applies): 3
(a) to be given to the Church or to a person for, or for the benefit of, or in trust for, 4
the Church or for the purposes of the Church, or 5
(b) to be declared or directed to be held by any person for, or for the benefit of, or 6
in trust for, the Church or for the purposes of the Church, or 7
(c) to be payable to, or receivable by, the Church or any person on behalf of the 8
Church, or 9
(d) to be recoverable by the Church or by any person for the Church, 10
a reference in the instrument to the Church, or to that person, is to be treated as a 11
reference to the Trust. 12
(2) Where property is vested in the Trust by subsection (1), the property is to be held by 13
the Trust on behalf of the Church subject to the provisions of this Act relating to any 14
such property. 15
(3) In this section, a reference to property being given to, held for or for the benefit of, 16
or being payable to or recoverable by, the Church does not include a reference to 17
property being given to, held for or for the benefit of, or being payable to or 18
recoverable by a particular congregation. 19
44 Vesting of other property in Trust on behalf of a congregation 20
(1) To the extent to which an instrument (including a will) provides for any property 21
(other than property to which section 42 applies): 22
(a) to be given to a congregation or to a person for, or for the benefit of, or in trust 23
for, a congregation or for the purposes of a congregation, or 24
(b) to be declared or directed to be held by any person for, or for the benefit of, or 25
in trust for, a congregation or for the purposes of a congregation, or 26
(c) to be payable to, or receivable by, a congregation or any person on behalf of a 27
congregation, or 28
(d) to be recoverable by a congregation or by any person for a congregation, 29
a reference in the instrument to the congregation, or to that person, is to be treated as 30
a reference to the Trust. 31
(2) Where property is vested in the Trust by subsection (1), the property is to be held by 32
the Trust on behalf of the congregation subject to the provisions of this Act relating 33
to any such property. 34
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 4 Miscellaneous
Part 4 Miscellaneous 1
Division 1 Congregational rules 2
45 Congregations must make congregational rules 3
(1) Each congregation must make congregational rules, not inconsistent with this Act. 4
(2) Without limiting the matters that can be the subject of congregational rules, the 5
congregational rules for a congregation must address the following matters: 6
(a) meetings of the congregation, including the following: 7
(i) the procedure for the calling of ordinary meetings, annual meetings and 8
extraordinary meetings on request of members, 9
(ii) the procedure for the conduct of business at meetings, 10
(iii) the quorum for meetings, 11
(iv) whether voting is to be by secret ballot, by show of hands or otherwise, 12
(v) the majority required for a decision of a meeting at which a quorum is 13
present to be a decision of the congregation, 14
(vi) whether business of the meeting can be transacted by telephone or other 15
electronic means, 16
(vii) a requirement about the disclosure of pecuniary interests by members of 17
the congregation, that is to the same effect as section 15, 18
(viii) a requirement that minutes are to be kept of the proceedings of each 19
meeting, which are to include a record of at least the following: 20
(A) all motions put to the meeting, 21
(B) amendments to such motions, 22
(C) the names of the movers and seconders of those motions and 23
amendments, 24
(D) the resolutions passed by the meeting, 25
(ix) a requirement that the minutes of the proceedings of all meetings be 26
kept and provided to members of the congregation on request, 27
(b) the election of congregational representatives, including the following: 28
(i) the calling of elections, 29
(ii) nominations for election, 30
(iii) the ballot. 31
(3) The congregational rules for a congregation can deal with additional matters, but 32
only in a manner consistent with subsections (1) and (2). 33
46 Amendment of congregational rules 34
A congregational rule may be amended or repealed by a subsequent rule made under 35
this Division. 36
47 Public notice of congregational rules 37
(1) The Trust must ensure that the congregational rules for each congregation, as in force 38
from time to time, are publicly available at no cost. 39
(2) Without limiting the manner in which congregational rules must be made publicly 40
available, a copy of the rules must be published on the website of the Church (see 41
section 30 (g)). 42
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Hunters Hill Congregational Church Property Trust Bill 2013 [NSW]
Part 4 Miscellaneous
Division 2 General 1
48 Regulations 2
The Governor may make regulations, not inconsistent with this Act, for or with 3
respect to any matter that by this Act is required or permitted to be prescribed or that 4
is necessary or convenient to be prescribed for carrying out or giving effect to this 5
Act. 6
49 Savings and transitional regulations 7
(1) The regulations may contain provisions of a savings or transitional nature consequent 8
on the enactment of this Act, or any Act that amends this Act. 9
(2) Any such provision may, if the regulations so provide, take effect from the date of 10
assent to the Act concerned or a later date. 11
(3) To the extent to which any such provision takes effect from a date that is earlier than 12
the date of its publication on the NSW legislation website, the provision does not 13
operate so as: 14
(a) to affect, in a manner prejudicial to any person (other than the State or an 15
authority of the State), the rights of that person existing before the date of its 16
publication, or 17
(b) to impose liabilities on any person (other than the State or an authority of the 18
State) in respect of anything done or omitted to be done before the date of its 19
publication. 20
50 Repeal of Hunters Hill Congregational Church Act 1977 No 30 21
The Hunters Hill Congregational Church Act 1977 is repealed. 22
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