An Act to constitute the members of the New South Wales Young Men’s Christian Association a body corporate; to confer and impose upon that body certain powers, duties, rights, and liabilities; to transfer to and vest in it the property of the said association; to discharge the trustees of the said association from certain liabilities; and generally to carry out the said objects and the objects for which the said association was established.
Preamble
WHEREAS an association known as the New South Wales Young Men’s Christian Association has been established in New South Wales for some years: And whereas, in order to more effectually carry out the objects of the said association, it is deemed expedient to constitute the members of the said association a corporate body, to make provision for the constitution of such body, and to confer upon it certain powers, and provide for the management of such association: And whereas certain land and premises described in the First Schedule hereto are now vested in John Hay Goodlet, of Sydney, in the State of New South Wales, Esquire, upon certain trusts for the benefit of the said association, as set out in a certain deed poll executed by the said John Hay Goodlet and by the Honorable John Fraser (now deceased) and the Honorable Ebenezer Vickery (now deceased), and bearing date the third day of January, one thousand eight hundred and eighty-three: And whereas it is desired to sell the said lands or portion thereof, and there is no power of sale of the said lands vested in the present trustee thereof: And whereas it is desired to vest the said lands in the said association and to give the board of directors thereof power to sell and dispose of the said lands and other property in manner herein set out:
Be it therefore enacted by the King’s Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows:
1 Name of Act
This Act may be cited as the Young Men’s Christian Association of Sydney Incorporation Act 1906.
2 Association incorporated
A body corporate is hereby constituted which shall consist of all persons who are now full members or associates of the association known as the New South Wales Young Men’s Christian Association, and and all other persons who may hereafter, in pursuance of this Act, or of the articles of the constitution referred to herein, become full members or associates of the said body corporate.
3 Name and powers
The body corporate, so constituted as aforesaid, shall be known by the name of the Young Men’s Christian Association of Sydney, and by that name shall have perpetual succession and a common seal, and may sue and be sued or otherwise appear and answer, be answered, or proceed, or be proceeded against in all courts.
4 Articles of constitution of the association, and amendment thereof
(1) The articles of the constitution of the said body corporate shall be set out in the Second Schedule hereto, subject to any addition or alteration as hereinafter provided.(2) Any proposed addition to or alteration of the said articles shall be submitted in writing at an ordinary meeting of the board of directors, and received without discussion.(3) At the next ordinary meeting of the board of directors, of which not less than fourteen days notice shall have been given, such proposed addition to or alteration of the said articles shall be open for discussion or amendment, and the proposed addition or alteration, or any amendment thereof, if approved by not less than two-thirds of those present when the motion is put (excluding the chairman of the meeting for the time being), shall be submitted to a general meeting of the full members for confirmation.(4) The proposed addition to or alteration of the said articles shall be submitted to a general meeting of the full members, and if approved by not less than two-thirds of such members present when the motion is put (excluding the chairman for the time being), shall be embodied in the said articles.(5) Any article of the constitution opposed to the provisions of this Act shall be absolutely null and void.(6) The articles of association numbered two, three, four, six, seven, eleven, and twelve shall be unalterable.
5 The association and its property to be governed by board of directors
The body corporate and its property shall be governed, managed, and disposed of by the board of directors for the time being, subject to the articles of the constitution hereinbefore referred to or made under the provisions of this Act, and five members of the board shall form a quorum of such board doing any act or performing or transacting any business which may require to be done, performed, or transacted by such board under the provisions of this Act.
6 Property of the New South Wales Young Men’s Christian Association vested in the body corporate
(1) All real and personal property which is now or may hereafter at any time be vested in or held by any person in trust for or on behalf of the association known as the Young Men’s Christian Association of Sydney (including the lands described in the Schedule hereto) is and shall be hereby transferred to and vested in the said body corporate; and all other persons are hereby divested of any such property of which they are seized or possessed, and all rights accrued or accruing to any person on behalf of such association are hereby vested in and may be enforced by, and all liabilities of the said association, or of any person on behalf of the said association, may be enforced against the said body corporate.(2) The trustees in whom is vested any such real or personal property are hereby discharged from all liabilities which they may have incurred by reason of the transfer of the management or control of such real or personal property or by reason of any acts done by them in connection with such transfer.
7 The body corporate capable of holding and disposing of property
The said body corporate shall be capable in law of taking, purchasing, and holding to them and their successors, lands and other real estate, chattels real, and chattels and other personal property, and selling, mortgaging, demising, or otherwise disposing of all property real and personal belonging to them, and shall have power to do all other things incidental to a body corporate.
8 Mode of dealing with property
The board of directors shall deal with or dispose of any real or personal property vested in the said body corporate, in such manner as they think fit, but subject, in the case of a sale of real property, to the following conditions, namely:(a) Any proposed sale of such real property shall be submitted in the first instance to an ordinary meeting of the board of directors.(b) At the next ordinary meeting of the board of directors, of which not less than fourteen days notice shall have been given, such proposed sale of such real property shall be submitted to the meeting, and if approved of by not less than two-thirds of those present when the motion is put (excluding the chairman of the meeting for the time being) shall be submitted to a general meeting of the full members for confirmation.(c) Such proposed sale shall be submitted to a general meeting of full members, and if approved by not less than two-thirds of such members present when the motion is put (excluding the chairman for the time being) may be carried into effect by the board of directors.(d) A copy of the resolution of the board of directors, directing such sale of such real property if sealed with the seal of the said body corporate, shall be conclusive evidence in favour of any person claiming by, through, or under such sale that such resolution has been duly passed in compliance with the provisions of this Act, and of the articles of the constitution.(e) No purchaser, or any person claiming such real property, or any portion thereof, or any interest therein, in pursuance of such resolution shall be bound to see to the application of any moneys paid by him in respect of such sale of such real property.
9 Power to invest funds
It shall be lawful for the board of directors, from time to time, to invest any funds of the said body corporate which are not in the opinion of the said board required to defray the current expenses of the body corporate, and any moneys given or bequeathed to or arising from any donation of real or personal property to the body corporate, at the discretion of such board, in any Government funds or debentures of the Commonwealth of Australia, or of any state of the Commonwealth, or in any debentures or debenture stock of any municipal corporation in the said states, or by way of purchase of, or mortgage upon any freehold estate there, as well as in bank deposits for fixed periods or otherwise.
10 Certified copy of articles of the constitution to be evidence
A printed copy of the articles of the constitution, sealed with the seal of the said body corporate, and purporting to be certified by the president or one of the vice-presidents for the time being of the said body corporate as being correct, shall be received in all courts as conclusive evidence that the said articles are the articles of the constitution of the said association on the date on which such certificate purports to be made, and that such articles have been duly made under the provisions of this Act.
11 Common seal
It shall be lawful for the board of directors to design at any time and to change or alter the common seal of the said body corporate; such seal shall be in the custody of the general secretary. The fixing of the said common seal to any document shall not be complete without the signature of three members of the board of directors: Provided that it shall not be necessary to require such seal to be affixed as evidence of the appointment by the said body corporate of an attorney, solicitor, or proctor in or for the prosecution or defence of any action, suit, or other proceeding.
12 Service upon the body corporate
Notice to or service upon the general secretary or acting general secretary of the said body corporate in his official capacity shall be deemed to be a notice to or service upon the said body corporate.
First Schedule
ALL that piece or parcel of land situated at Sydney, parish of Alexandria, county of Cumberland, and State of New South Wales, and being the balance of lot number one, section eighteen, since the alignment of Pitt and Bathurst streets: Commencing at the junction of western side of Pitt-street with northern side of Bathurst-street; thence bounded on the north-east by Pitt-street, bearing north six degrees thirteen minutes west distance sixty feet and half an inch; thence on the north by number two allotment, bearing south eighty-one degrees fifty minutes west distance seventy-six feet four and a half inches, and south eighty-three degrees west distance sixty-one feet five and a half inches; thence on south-west by a line bearing south two degrees forty-nine minutes east distance forty-eight feet nine and a half inches to Bathurst-street; thence on the south-east by that street, bearing north eighty-seven degrees east distance one hundred and forty feet eleven and a half inches, to point of commencement,—be the said several dimensions a little more or less.Second Schedule
ARTICLES OF THE CONSTITUTION
Name.
This Association shall be called the Young Men’s Christian Association of Sydney.1.
It shall be undenominational, but distinctively Christian in its character and conduct.2.
Basis.
It shall be founded on the doctrinal basis of the Evangelical Alliance, and nothing antagonistic thereto shall be permitted in connection with the Association; said basis being:—3.(a) The Divine inspiration and supreme authority of the Holy Scriptures.(b) The right and duty of private judgment in the interpretation of the Holy Scriptures.(c) The Unity and the Trinity of the Godhead.(d) The total depravity of man in consequence of the fall.(e) The Incarnation of the Son of God, His atonement, and His mediatorial intercession and reign.(f) Justification by faith alone.(g) The work of the Holy Spirit in conversion and sanctification.(h) The immortality of the soul, the resurrection of the body, the judgment of the world by Jesus Christ, with the eternal blessedness of the righteous, and the eternal punishment of the wicked.(i) The Divine institution of the Christian ministry, and the perpetuity of baptism and the Lord’s Supper.
Objects.
The objects of this Association shall be:—4.(a) The promotion of the religious, moral, social, and intellectual welfare of young men ; their employment in various ways as Christian workers among all within their reach, especially the careless and neglected portions of the community which lie outside influence of the churches ; and generally their cordial co-operation in works of faith and labours of love, on the ground of their relationship to one Divine Master and Head.(b) To afford young men facilities for social intercourse and Christian fellowship.(c) To render necessary assistance to such as are strangers in the city, and to direct them to suitable homes and useful employment wherever practicable.(d) To promote the interests of vital godliness throughout the State by all suitable means.
Members.
The Association shall consist of full members and associates.5.
Only such persons as are in communion with an Evangelical Church, and who shall agree to advance nothing contrary to the doctrinal basis of this constitution when speaking upon or acting in matters directly connected with the Association shall be eligible as full members.6.
Anyone of good moral character shall, on agreeing to advance nothing contrary to the doctrinal basis of the constitution when speaking upon or acting in matters directly connected with the Association, be eligible for admission as an associate, and shall enjoy the privileges of the Association, but shall nor be entitled to vote.7.
No person shall in future be admitted a member or associate unless nominated by a member and approved of by the Board of Directors subject to existing regulations.8.
The annual subscription by each class of members shall be such amount as may be determined from time to time by the Board of Directors at any regular meeting, not less than thirty days’ notice having been given of any contemplated charge. Until otherwise determined, the annual subscription shall be—for members under eighteen years of age, ten shillings; for members over eighteen and under twenty-five years of age, fifteen shillings; and for members over twenty-five years of age, twenty shillings,—payable in advance.9.
Boys between the ages of twelve and eighteen years may be admitted to membership (a boys’ department) on such conditions and with such privileges as the Board of Directors may from time to time determine.10.
Officers.
The officers and Board of Directors of the Association shall be elected from the roll of full members.11.
Meetings.
There shall be a general meeting in the month of January each year, to receive a report of the past year’s proceedings from the Board of Directors, together with the treasurer’s balance-sheet; to elect by ballot, if a ballot is demanded by five members, officers and a Board of Directors for the ensuing year, and to transact such other business as may be submitted by the Board of Directors; and to consider any question or resolution by any member, of which fourteen days’ previous notice shall have been given to the Board in writing through the general secretary.12.
All meetings of the Association shall be opened and closed with prayer.13.
Special meetings of members shall be convened by the secretary, by the direction of the president or the Board of Directors, or at the written request of fifteen members.14.
At least seven clear days’ notice of annual or special general meetings shall be given to the members by circular or by advertisement in a Sydney daily newspaper.15.
Management.
The affairs and business of the Association shall be administered by a Board of Directors consisting of a president, ten vice-presidents, two treasurers, two honorary secretaries, and fifteen members.16.
The Board of Directors shall be elected at each annual general meeting, but the said Board shall have power to fill up all interim vacancies, and to act notwithstanding vacancies: Provided that the president, vice-presidents, board of management, and other honorary officers, and the general secretary of the New South Wales Young Men’s Christian Association shall be the president, vice-presidents, Board of Directors, and other honorary officers, and the general secretary respectively of this Association, from the commencement of this Act until their successors are duly elected and appointed respectively.17.
The Board shall meet at least once a month for the despatch of business, five to form a quorum, except in cases of suspension or expulsion, when the quorum shall be ten.18.
The Board of Directors shall have the power to admit or refuse persons as members or associates, also to suspend or expel members or associates whose conduct on inquiry they shall deem to be immoral, or otherwise injurious to the Association, subject, however, to an appeal within thirty days to a special general meeting.19.
The Board shall have power to appoint sub-committees from their own body, or from other members, or partly the one and partly the other, to undertake such duties as may be allocated to them.20.
The Board shall have power to frame by-laws, add to or vary the same, provided they be not inconsistent with this Act and articles, or any amendment thereof, or addition thereto, and such by-laws shall be submitted for approval, and shall be subject to the disallowance of an annual or special general meeting.21.
Members or associates failing to pay their subscriptions in advance, shall, after the lapse of three months, be liable to be struck off the roll of members.22.
The Board shall have power to employ a general secretary, and such officers and agents as they may deem necessary, at such remuneration as they think fit; they may also suspend or dismiss such officers or agents.23.
Subject to the by-laws, members may introduce friends to the reading and refreshment rooms, for a period not exceeding one month.24.