An Act to incorporate the members of the Great Synagogue, Sydney; to promote the objects thereof; to vest in the Body hereby incorporated certain lands and hereditaments in the City of Sydney comprised in Certificate of Title, Registered Volume 117, Folio 77, held upon trust for a Jewish Synagogue and School, and certain other lands and hereditaments in the Municipality of Rookwood (now Lidcombe) comprised in Certificate of Title, Registered Volume 1261, Folio 125, held upon trust for such members, and to make provision for the sale and disposition and for the application of the proceeds of sale, mortgage, or lease of the said lands and hereditaments; and to declare the trusts of such proceeds and other matters in connection therewith.
WHEREAS under any by virtue of an Act of the State of New South Wales then Colony of New South Wales passed in the year one thousand eight hundred and seventy-two and intituled “Jewish Synagogue and Schools Act of 1872” certain lands described in Schedules A, B, and C thereto were vested in Trustees upon the trusts and for the purposes therein declared of and concerning the same all of which trusts and purposes have long since been duly observed and performed. And whereas under and by virtue of the same Act certain other lands described in Schedule D of the said Act and which lands are comprised in certificate of title dated the twenty-first day of March, one thousand eight hundred and seventy-one under the Real Property Act 1900 registered volume 117, folio 77, were vested in and declared to be held by Trustees upon trust as a site for the erection thereon of a Synagogue building or buildings as therein mentioned and from and after the erection of such building or buildings and the consecration of the said Synagogue it was provided that the said land hereditaments and premises should subject as therein provided be held upon trust as a Synagogue for the members of the Jewish Community of New South Wales and for the performance of public worship therein by members of the Jewish Faith subject to the direction and control and subject to the laws and regulations made from time to time by the Board of Management for the time being of the said Synagogue to be elected (after the first election thereinafter provided for) by the seat holders thereof in accordance with such laws and regulations. And whereas by the said Act it was provided that any school house and premises provided in connection with such Synagogue should be held in trust for the purposes of a Jewish School, subject to the immediate control of the duly constituted local Board of the Jewish Denominational School in Sydney or in the district of the city of Sydney within which the said premises might be situate and subject to the regulations for the time being of the said Board in accordance with the Public Schools Act 30 Vic No 22, and subject in all respects to the regulations of the Council of Education appointed under the said Act, and in the event of there being at any time no certified Jewish Denominational School in Sydney then such school premises should be held in trust for the purposes of a Jewish School subject to any regulations which might be made from time to time by subscribers of the Jewish Faith in support thereof. And whereas pursuant to the provisions of the said Jewish Synagogue and Schools Act of 1872 there has been erected on the land comprised in the said certificate of title, volume 117, folio 77, a Synagogue now and for some years past known as The Great Synagogue Sydney and also a school-house and premises provided in connection therewith. And whereas the Public Schools Act 30 Vic No 22 was repealed by the Act 43 Vic No 23. And whereas on the passing of that Act the then existing Jewish Denominational School became abolished and no certified Jewish Denominational School has since existed in Sydney. And whereas George Judah Cohen, John Jacob Cohen, and Orwell Phillips are the present Trustees of the lands hereditaments and premises comprised in the said certificate of title, volume 117, folio 77, but have no power to sell grant convey demise or otherwise dispose of either absolutely or by way of mortgage or otherwise howsoever the said lands hereditaments and premises. And whereas the said George Judah Cohen, John Jacob Cohen, and Orwell Phillips are also the trustees of the lands and hereditaments comprised in certificate of title, volume 1,261, folio 125, but upon trust for the persons who are members of and constitute the body association or society known as The Great Synagogue, Sydney. And whereas it is expedient to remodel the trusts upon which the said lands hereditaments and premises comprised in both the said certificates of title are held—
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 Great Synagogue, Sydney, Act 1931.
2 Interpretation
(1) In this Act unless the context or subject-matter otherwise requires or indicates—The Association means the persons who at the date of the passing of this Act are members of and constitute the body association or society known as The Great Synagogue, Sydney.Body corporate means the body corporate constituted by this Act.Board of Management means the persons who for the time being constitute the Board of Management of the body corporate.Members includes—(i) persons who at the date of the passing of this Act are entitled according to the constitution laws rules and regulations of the Association to vote at general meetings of the Association,(ii) persons who are for the time being entitled according to the rules for the time being in existence of the body corporate to vote at general meetings of the body corporate or who are otherwise according to such rules members of the body corporate.
3 Members to be corporate body
The members shall by the name of “The Great Synagogue, Sydney”, be a body corporate with perpetual succession and a common seal and under that name may sue and be sued proceed and be proceeded against in all courts.
4 Vesting of property on which present Synagogue is erected
(a) The lands hereditaments and premises comprised in the said certificates of title are hereby vested in the body corporate for an estate in fee simple and the said lands hereditaments and premises shall be held by the body corporate freed and discharged from all trusts affecting the same but as regards the lands hereditaments and premises comprised in the said certificate of title, volume 117, folio 77, the same shall be held by the body corporate upon trust for the objects of the body corporate specified in clauses (a) and (b) of section ten of this Act: Provided that if the Board of Management from time to time thinks fit the said lands hereditaments and premises may in addition to such trust be held on trust from time to time for any one or more of the objects specified in clauses (c), (d) and (e) of the said section ten and as regards the lands hereditaments and premises comprised in the said certificate of title, volume 1261, folio 125, such lands hereditaments and premises and the proceeds of any sale mortgage charge encumbrance lease or other disposition thereof shall be held upon trust for any one or more of the objects of the body corporate specified in the said section ten, or for any other objects or purposes whether ejusdem generis or not as the Board of Management thinks fit.(b) The Registrar-General is hereby directed and empowered to make every such entry cancellation and correction on any Crown grant to any land hereditaments and premises vested in or held by any person in trust for or on behalf of the Association and also in the register as shall or may be necessary to register the body corporate as the registered proprietor of such lands hereditaments and premises for an estate in fee simple free from any trust caveat or other notification.(c) If the said lands hereditaments and premises comprised in the said certificate of title, registered volume 117, folio 77, or any land hereditaments and premises which may from time to time or at any time or times hereafter be acquired pursuant to the provisions in this subsection hereinafter contained is sold or exchanged by the body corporate then the trusts by subsection (a) of this section directed shall attach and the trusts by the said subsection permitted may as in such subsection mentioned be attached to whatever is received by the body corporate by way of consideration upon any such sale or exchange: Provided always that if such consideration or any part thereof consists of money then such money shall be used for one or more of the following purposes namely (a) acquiring other land with or without any building or buildings thereon which land shall be held upon the trusts so directed and may as is in the said subsection mentioned be held also upon the trusts so permitted (b) erecting any building or buildings upon any such land (c) remodelling altering repairing renovating or demolishing any building or buildings erected on any such land: Provided further that pending the application of such money or any part thereof for any such purpose such money or part shall be invested in any security authorised by the Trustee Act 1925, or any Act or Acts amending the same and the net income thereof shall be applied in or towards any of the objects of the body corporate.s 4: Am The Great Synagogue, Sydney (Amendment) Act 1953, sec 2 (a); 2021 No 10, Sch 3.24[1] [2].
5 Vesting of other property
All other real and personal estate which at the date of the passing of this Act is vested in or held by any person in trust for or on behalf of the Association is hereby transferred to and vested in the body corporate and any such real or personal estate shall be held by the body corporate freed and discharged from all trusts affecting the same but upon trust for the objects of the body corporate specified in clause (a) of section ten of this Act: Provided that if the Board of Management from time to time thinks fit any such real or personal estate may in addition to such trust be held on trust from time to time for any one or more of the objects specified in clauses (b), (c), (d) and (e) of section ten.s 5: Am The Great Synagogue, Sydney (Amendment) Act 1953, sec 2 (b).
6 Power to purchase mortgage &c
The body corporate may—(a) take purchase acquire hold and enjoy in fee simple whether legal or equitable or for any lesser estate or interest whether legal or equitable (including a leasehold estate or interest) any lands with or without buildings thereon,(b) take purchase acquire receive hold and enjoy any chattels and any personal property and any interest in such chattels or property,(b1) where the Board of Management is of the opinion that it is in the interest or for the benefit of the body corporate and in furtherance of the objects thereof so to do, acquire by gift bequest or devise any property and agree to and carry out the conditions of any such gift, bequest or devise,(c) upon such terms and conditions as to it may seem fit sell grant convey transfer or otherwise dispose of demise for any term or terms with or without an option or options of purchase with power to accept surrenders and with and subject to such provisions and conditions it thinks fit either absolutely or by way of mortgage charge or encumbrance or otherwise howsoever any of the property real or personal vested in or belonging to the body corporate or to which it shall or may be in anywise entitled including the whole or any part of or interest in the lands hereditaments and premises comprised in the said certificates of title—Provided always that the lands hereditaments and premises comprised in the said certificate of title, volume 117, folio 77, or any part or parts thereof or any other lands hereditaments and premises or any part or parts thereof acquired pursuant to the provisions of subsection (c) of section four shall not be sold, disposed of or mortgaged or leased for a term exceeding at any one time five years without the authority of the members first had and obtained which authority shall be evidenced by a special resolution of the members as is hereinafter mentioned: Provided further that the Board of Management may from time to time without such authority borrow upon the security of any lands belonging to the body corporate including the lands hereditaments and premises comprised in the said certificate of title, volume 117, folio 77, by way of mortgage charge or encumbrance or by deposit of the title deeds such sum or sums of money as the Board of Management may think necessary for any of the objects of the body corporate but so that the total amount so borrowed shall not at any one time exceed four thousand dollars except with the authority of the members first had and obtained and evidenced by a special resolution as aforesaid.s 6: Am The Great Synagogue, Sydney (Amendment) Act 1953, sec 2 (c).
6A Application of rule relating to perpetuities
The rule of law relating to perpetuities shall not apply to any condition of a gift, bequest or devise to which the body corporate has agreed.s 6A: Ins The Great Synagogue, Sydney (Amendment) Act 1953, sec 2 (d).
7 Purchaser not concerned to enquire as to necessity or propriety of sale or mortgage
No purchaser mortgagee lessee or other person nor the Registrar-General upon any sale exchange mortgage lease or other dealing purporting to be made under the powers granted by or under this Act shall be concerned to see or enquire into the necessity propriety regularity or due authorisation thereof or the mode of exercising the same or be affected by notice that the exercise of any power is unnecessary improper irregular or unauthorised.
8 Receipts
The receipt of the Treasurer for the time being of the Board of Management countersigned by the Secretary for the time being of the body corporate or by such other person as the Board of Management may from time to time appoint for any and all moneys payable to the body corporate shall be a good and valid discharge therefor exonerating the person paying such moneys from seeing to the application thereof or being concerned as to the non-application or mis-application thereof.
9 General powers of body corporate
(a) The body corporate shall have all such powers as may be necessary for or incidental or conducive to the carrying out of any of its objects.(b) The body corporate may except as is in this Act otherwise expressly provided apply any of its moneys whether income or capital and howsoever arising or acquired for or towards such one or more of the objects of the body corporate and in such manner as the Board of Management may from time to time determine: Provided that pending any such application any such moneys may be invested in any security authorised by the Trustee Act 1925 or any Act or Acts amending the same.
10 Objects of the body corporate
The objects of the body corporate are—(a) to provide maintain manage and conduct a place or places for and to make such other provision as to the Board of Management may seem desirable or expedient for the performance of public worship by members of the Jewish Faith,(b) to from time to time provide such accommodation at and in such places as the Board of Management in its discretion thinks fit for the religious instruction of adults and children of the Jewish Faith,(c) to provide and maintain a place or places for and/or to make such other provision as to the said Board may seem desirable or expedient for any one or more of the following namely the performance of any Jewish religious services rites practices or activities the residence of any Minister or official of the body corporate,(d) to perform and carry out such charitable activities as to the Board of Management may seem desirable or expedient,(e) to make donations to or for the purposes of—(i) any organization established for the education and training of persons in the principles and practices of the Jewish Faith,(ii) any public charitable institution.s 10: Am The Great Synagogue, Sydney (Amendment) Act 1953, sec 2 (e).
11 Power to create or join federation or union of Jewish Congregations
The body corporate may subject to the approval of the members evidenced by special resolution create or form a component part of a federation or union of Jewish Congregations in New South Wales or any other State or States of or in the Commonwealth of Australia.
12 Constitution of Board of Management
(1) The Board of Management shall consist of a President, two Vice-Presidents, a Treasurer and six other members of such Board of Management (which other members are in subsection two of this section and in section 15 called ordinary members) and in addition such person or persons as may be appointed in accordance with the provisions hereinafter contained a life member or life members, or additional member or members, of the Board of Management.(2) The members of the body corporate shall have power from time to time by special resolution to increase or diminish the number of ordinary members.(3) No person other than a member of the body corporate shall be elected or appointed a member of the Board of Management.(4) The Board of Management may from time to time appoint as a life member of the Board of Management any person who for a total period of not less than five years has or shall have been a member of the Board of Management of the Association or of the Board of Management of the body corporate or who for a total period of not less than five years shall have been a member of the Board of Management of the Association and of the Board of Management of the body corporate: Provided that there shall not be at any time more than four life members of the Board of Management.(5) Any person appointed a life member of the Board of Management shall be a member of the Board of Management until his death or resignation.(5A) Subject to the rules in force for the time being, the Board of Management may from time to time appoint as an additional member of the Board of Management a person who has been a member of the body corporate for a continuous period of not less than five years immediately preceding the date of his appointment: Provided that there shall not be at any time more than two additional members of the Board of Management.(6) Not less than five members of the Board of Management shall form a quorum thereof.s 12: Am 1979 No 180, Sch 1 (1).
13 General meetings
A general meeting of the members shall be held within six months after the passing of this Act and once at least in every calendar year thereafter on such day at such times and place as the Board of Management may appoint.
14 Appointment of Board of Management
(1) At each annual general meeting the Board of Management other than any life member of the Board of Management shall retire from office and the members of the Board of Management other than any life member of the Board of Management or additional member appointed under section 12 (5A) shall be elected by each such meeting and in the event of no such election being made the members of the Board of Management then in office other than any additional member appointed under section 12 (5A) shall continue to hold such office until their successors are elected.(2) A retiring member of the Board of Management shall be eligible for election or appointment.(3) (Repealed)s 14: Am 1979 No 180, Sch 1 (2).
15 Vacancies on Board of Management
If a vacancy occurs in the office of the President, a Vice-President, the Treasurer or an ordinary member of the Board of Management between two annual general meetings the remaining members of the Board of Management may at a duly convened meeting thereof elect in such manner as they think fit another member of the Board of Management or a person qualified under the provisions of this Act and of the rules for the time being to become a member thereof to fill the vacancy.s 15: Am 1979 No 180, Sch 1 (3).
16 Power to charge seat rents
The body corporate may charge such annual or other rents or charges as the Board of Management may from time to time determine for each or any seat in any Synagogue or other building erected or which may hereafter be erected upon any land vested in the body corporate and may collect all rents and moneys which may be or become due and payable in respect of such seats and may sue for and recover the same from any persons neglecting or refusing to pay the same.
17 Certificate to be evidence
A certificate purporting to be under the hand of the Treasurer for the time being of the Board of Management countersigned by its President or one of its Vice-Presidents or the Secretary of the body corporate for the time being stating that the person mentioned in such certificate is a member of the body corporate and is indebted to the body corporate in the amount therein mentioned for rent charge or other money as the case may be shall be prima facie evidence of such membership and indebtedness without any proof that the person purporting to have signed such certificate is such Treasurer President Vice-President or Secretary.s 17: Am 1979 No 180, Sch 1 (4).
18 Register of Members
The Board of Management shall cause to be kept in one or more books a register of the members of the body corporate and there shall be entered therein—(a) the name address and occupation of each member,(b) the amount paid by each member,(c) the amount agreed to be paid by each member,(d) for what purpose the amount is paid or agreed to be paid,(e) the date on which each member was entered in the register as a member,(f) the date at which any member ceased to be a member. No member shall be entitled to inspect the register or to make or take copies thereof or extracts therefrom without the consent in writing of the President of the Board of Management first had and obtained.
19 Provisions for calling and holding meetings to pass special resolutions
For the purpose of any special resolution a meeting of the members shall subject to any rules not inconsistent with this or the following section be convened and conducted in manner hereinafter provided—(a) Notice convening such meeting shall be sent by post to every member at his address for the time being appearing in the Register of Members and be inserted in two daily newspapers published in Sydney not less than ten clear days before the holding of the meeting.(b) The notice shall specify the resolution to be submitted to the meeting.(c), (d) (Repealed)(e) The quorum for the meeting shall be not less than sixty members personally present, and no vote shall be effective for any purpose unless carried by the votes of three-fourths of the members present thereat.(f) Any resolution submitted to the meeting shall be decided in the first instance by a show of hands and unless a poll is demanded by at least five members a declaration by the chairman that a resolution has been duly carried or lost shall be deemed conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the same.(g) On a show of hands and upon a poll every member present in person shall have one vote. No member shall be entitled to vote by proxy.(h) If a poll is demanded as aforesaid it may be withdrawn and if not withdrawn it shall be taken forthwith in such manner as the chairman directs and the result of the poll shall be deemed the resolution of the meeting at which the poll was demanded.(i) If the resolution is duly passed at the meeting it shall be deemed to be a special resolution.s 19: Am 1979 No 180, Sch 1 (5).
20 Provisions for convening meetings
(1) The President or a Vice-President of the Board of Management for the time being or a majority of the Board of Management may convene any meeting or meetings of the members.(2) It shall be lawful for not less than twenty members to convene any meeting or meetings of the members provided that the following conditions are complied with—(a) That a notice signed by such members requiring the President or a Vice-President of the Board of Management for the time being to convene such meeting or meetings and setting forth fully and explicitly the nature of the business to be transacted at such meeting or meetings is served on such President or Vice-President.(b) That such President or Vice-President does not within fourteen days from the date of such service give notice to the members that such meeting or meetings will be held within a reasonable time or times from the giving of such notice.s 20: Am 1979 No 180, Sch 1 (6).
21 Existing rules
The rules of the association as existing at the date of the passing of this Act shall subject to the provisions of this Act be the rules of the body corporate until the same shall be altered in accordance with the provisions of this Act.
22 Power to make rules
The Board of Management may from time to time alter or repeal all or any rules and may make new rules and in particular and without restricting the generality of this provision may make rules—(a) for regulating the times and modes of calling meetings,(b) for fixing the quorum of meetings and for regulating the transaction of business at meetings,(c) for the exercise by the body corporate of all or any of its powers,(d) for the application or investment of its funds,(e) for the appointment by election or otherwise of officers to manage all or any of the affairs of the body corporate and for the retirement or removal of such officers,(f) for the admission or qualification of persons as members of the body corporate,(g) for fixing the votes of the members of the body corporate,(h) for the appointment of staff and servants,(i) for the appointment of ministers,(j) for fixing fees to be charged for any services rendered by the body corporate or any of its ministers officers or servants,(k) generally for the control support management and government of the body corporate and all property vested in the body corporate and the control of all ministers officers servants and other persons employed by the body corporate—Provided always that no rule shall be in any way repugnant to or inconsistent with the provisions of this Act.
23 How rules may be proved
The rules may be prima facie proved by the production of a copy thereof purporting to be certified to be a true copy thereof by the President, a Vice-President or the Treasurer of the Board of Management and sealed with the seal of the body corporate without any proof that the person signing the same is such President, Vice-President or Treasurer or that such seal is the seal of the body corporate.s 23: Am 1979 No 180, Sch 1 (7).
24 Irregularity informality or illegality of election or appointment of member or officer not to render the same illegal or invalid
(a) No irregularity informality or illegality in the election or appointment of any member of the Board of Management or officer of the body corporate shall be taken or construed to render illegal or invalid any act, deed, matter, or thing done or executed or suffered to be done or executed by such member or officer in pursuance of such election or appointment.(b) Any such election or appointment may in such way as may be provided for in the rules for the time being be determined to be good or bad and if bad the vacancy supplied in such way as may be provided for in such rules.(c) The provisions of the said rules for the time being as to the validity of any such election or appointment and the acts deeds and things done by any member or officer in pursuance of any such election or appointment shall have the force and effect of law.
25 Contracts how made
Contracts on behalf of the body corporate may be made as follows that is to say—(a) any contract which if made between private persons would be by law required to be in writing and under seal may be made on behalf of the body corporate in writing under the common seal of the body corporate and such contracts may be in the same manner varied or discharged,(b) any contract which if made between private persons would be by law required to be in writing and signed by the party to be charged therewith may be made on behalf of the body corporate in writing signed by any person acting under the express or implied authority of the body corporate and such contract may in the same manner be varied or discharged,(c) any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing may be made by parol on behalf of the body corporate by any person acting under the express or implied authority of the body corporate and such contract may in the same manner be varied or discharged.And all contracts made according to the provisions herein contained shall be effectual in law and shall be binding upon the body corporate and its successors and all other parties thereto their heirs executors administrators or assigns as the case may be.
26 Seal
The Board of Management shall provide for the safe custody of the seal and except for the purpose of section twenty-three it shall never be used other than by the authority of the Board of Management or a quorum thereof previously given and in the presence of at least two members of the Board who shall sign every instrument to which the seal is affixed and every such instrument shall be countersigned by the Secretary or some other person appointed for that purpose by the Board of Management or a quorum thereof.
27 Repeal
The Jewish Synagogue and Schools Act of 1872 is hereby repealed: Provided always that such repeal shall not invalidate or affect any proceeding act or thing done or commenced before the passing of this Act.