An Act to incorporate the executive committee of the Girl Guides Association (New South Wales); to confer and impose on that body certain powers, authorities, duties and functions; to vest in that body the property of that Association; and for purposes connected therewith.
1 Name of Act
This Act may be cited as the Girl Guides Association (New South Wales) Incorporation Act 1951.
2 Definitions
(1) In this Act unless the context or subject matter otherwise indicates or requires:Association means The Girl Guides Association incorporated by Royal Charter dated the fourteenth day of December, one thousand nine hundred and twenty-two.Constitution means the constitution for the time being of the Girl Guides Association (New South Wales).Corporation means the body incorporated by this Act.Executive committee means the executive committee for the time being appointed under the constitution.Girl Guides Association (New South Wales) means the local branch or committee of the Association in New South Wales.(2) The constitution (so far as it relates to the constitution of the executive committee of the Girl Guides Association (New South Wales)) as existing immediately before the commencement of this Act shall, subject to this Act, be the constitution of the corporation at such commencement.
3 Incorporation
The members for the time being of the executive committee of the Girl Guides Association (New South Wales) shall be a body corporate under the name of “The Girl Guides Association of New South Wales” and by that name shall have perpetual succession and a common seal and may sue and be sued, and shall be capable of purchasing, holding, granting, demising, disposing of and alienating real and personal property, and of doing and suffering all such other acts and things as bodies corporate may by law do and suffer.
4 Vesting of property
(1) All property in New South Wales which at the commencement of this Act is vested in or held by any person in trust for or on behalf of or for the benefit of the Girl Guides Association (New South Wales) shall by virtue of this Act be divested from such person and shall vest in the corporation as from such commencement, and all property in New South Wales which shall at any time after such commencement be given, devised or bequeathed to any person in trust for or on behalf of or for the benefit of the Girl Guides Association (New South Wales) shall by virtue of this Act be divested from such person and shall vest in the corporation as from the date upon which such gift, devise or bequest takes effect.(2) All property vested in the corporation by the operation of subsection one of this section shall be held by it subject to the conditions or trusts on which it was held immediately before such vesting.(3) All rights accruing or accrued to any person in New South Wales on behalf of the Girl Guides Association (New South Wales) in respect of any property vested in the corporation by operation of subsection one of this section are hereby vested in the corporation and may be enforced by the corporation.All liabilities of the Girl Guides Association (New South Wales) or of any person in New South Wales on behalf of the Girl Guides Association (New South Wales) in respect of any property vested in the corporation by operation of subsection one of this section may be enforced against the corporation.(4) In this section Girl Guides Association (New South Wales) includes any division, district, company, pack, local association or committee thereof.
5 Mode of dealing with property
The corporation shall deal with or dispose of the property vested in the corporation in such manner, subject to any special trust affecting the same, as the executive committee thinks fit, but subject in the case of a mortgage or sale of real property to the following conditions:(a) Any proposed mortgage or sale of real property shall be submitted in the first instance to an ordinary meeting of the executive committee, and shall be specially mentioned in the notice convening the meeting.(b) At the next ordinary meeting of the executive committee of which seven days’ notice shall have been given, such proposed mortgage or sale of such real property, if approved by the previous meeting, shall be submitted to the meeting, and if approved of by not less than two-thirds of those present when the motion is put, may be carried into effect by the executive committee.(c) A copy of the resolution of the executive committee directing the mortgage or sale if sealed with the seal of the corporation shall be conclusive evidence in favour of any person claiming by, through or under such mortgage or sale that such resolution has been duly passed in compliance with the provisions of this Act, and of the constitution.(d) No purchaser or mortgagee shall be bound to see to the application of any moneys paid by him.
6 Seal and execution of documents
It shall be lawful for the executive committee at any time to design and to change or alter the common seal of the corporation. Such seal shall be in the custody of the secretary of the Girl Guides Association (New South Wales) and shall not be affixed to any document except pursuant to a resolution of the executive committee.The execution of any document to which the common seal is affixed shall not be complete without the signature of two members of the executive committee:Provided that it shall not be necessary to require such seal to be affixed as evidence of the appointment by the said corporation of an attorney, solicitor, or proctor in or for the prosecution or defence of any action, suit, or other proceeding.
7 Service upon corporation
Notice to or service upon the secretary of the Girl Guides Association (New South Wales) shall be deemed to be a notice to or service upon the corporation.
8 Constitution to be registered
As soon as practicable after the commencement of this Act a copy of the Royal Charter dated the fourteenth day of December, one thousand nine hundred and twenty-two, incorporating The Girl Guides Association, and a copy of the constitution, each certified under the seal of the corporation, shall be registered in the office of the Registrar-General in the manner prescribed by regulations made under the Conveyancing Acts 1919–1943.Any further Royal Charter or any instrument effecting a change in the constitution shall be certified and registered in like manner.The production of a copy of any instrument so registered, certified by the Registrar-General or a Deputy Registrar-General, shall be received in all courts as conclusive evidence of the contents of the instrument; and in favour of any person dealing bona fide and for value with the corporation shall, together with this Act, be conclusive evidence of the objects and powers for the time being of the corporation unless such person shall have notice to the contrary.
9 Office
As soon as practicable after the commencement of this Act a notification of the address of the office of the corporation in or to the effect of the form and in the manner prescribed by regulations made under the Conveyancing Acts 1919–1943 shall be registered in the office of the Registrar-General and a like notification of every change of address shall be registered in like manner.
10 Duty of secretary
It shall be the duty of the secretary of the Girl Guides Association (New South Wales) to take all necessary steps to comply with the provisions of sections eight and nine of this Act.