An Act to reconstitute the Returned and Services League of Australia (New South Wales Branch) as a corporation with the alternate name of RSL NSW; to repeal the Returned and Services League of Australia (New South Wales Branch) Incorporation Act 1935; and for other purposes.
Part 1 Preliminary
1 Name of Act
This Act is the RSL NSW Act 2018.
This Act commences on a day or days to be appointed by proclamation.
(1) In this Act—Board means the board of directors of RSL NSW established under section 5.director means a director of the Board.former Act means the Returned and Services League of Australia (New South Wales Branch) Incorporation Act 1935.function includes a power, authority or duty, and exercise a function includes perform a duty.RSL NSW means the corporation constituted by this Act.RSL NSW Constitution means the document called the “Constitution of the Returned and Services League of Australia (New South Wales Branch)” as in force for the time being.service member means a person who is a service member within the meaning of the RSL NSW Constitution.Note—The Interpretation Act 1987 contains definitions and other provisions that affect the interpretation and application of this Act.(2) Notes included in this Act do not form part of this Act.
Part 2 Constitution and management of RSL NSW
(1) There is constituted by this Act a corporation with the corporate name of the Returned and Services League of Australia (New South Wales Branch).(2) The Returned and Services League of Australia (New South Wales Branch) may also be called RSL NSW and the use of that name has the same effect for all purposes as the use of its corporate name.(3) RSL NSW is not and does not represent the Crown.(4) RSL NSW is a continuation of, and the same legal entity as, the corporation constituted by the former Act.Note—Section 53 of the Interpretation Act 1987 contains savings provisions in relation to the effect of the alteration of the name and constitution of the former corporation.
5 Board of directors of RSL NSW
(1) There is to be a board of directors of RSL NSW.(2) The Board is to consist of at least 3 but not more than 10 directors.(3) Except as provided by subsection (5), the directors are to be service members who are elected, in accordance with the RSL NSW Constitution, as directors by the service members.(4) Each service member has one vote in an election of the directors.(5) At least 1 but not more than 2 persons are to be appointed by the Board as independent directors. An independent director is a person who is not, or was not in the previous 5 years, admitted as a member of RSL NSW in any class of membership under the RSL NSW Constitution.(6) The RSL NSW Constitution may make provision for or with respect to the directors (including terms of office and removal from office).(7) The procedure for the calling of meetings of the Board and for the conduct of business at those meetings is, subject to this Act and the regulations, to be as determined by the Board.
6 Role of Board
(1) All decisions relating to the functions of RSL NSW are to be made by or under the authority of the Board.(2) Any act, matter or thing done in the name of, or on behalf of, RSL NSW by or under the authority of the Board is taken to have been done by RSL NSW.
Part 3 Functions of RSL NSW
7 General functions
(1) RSL NSW has the functions conferred or imposed on it by or under any of the following—(a) the RSL NSW Constitution,(b) this Act or any other Act or law.Note—See for example section 50 of the Interpretation Act 1987.(2) RSL NSW must keep proper accounts and records in relation to its operations.
8 Annual report of RSL NSW
(1) RSL NSW must, within 6 months after the end of each financial year of RSL NSW or within a longer period allowed by the Minister, prepare and forward to the Minister an annual report of its operations for that financial year.(2) The annual report must include—(a) copies of the financial statements and accounts of RSL NSW, prepared in accordance with the Australian Accounting Standards, for the financial year to which the report relates, and(b) an independent auditor’s report, prepared in accordance with the Australian Auditing Standards, on those financial statements and accounts, and(c) information relating to the determination of the remuneration for each director, and(d) any other information prescribed by the regulations.(3) The Minister is to table the annual report or cause it to be tabled in both Houses of Parliament as soon as practicable after it is forwarded to the Minister.(4) RSL NSW is to make copies of its annual report publicly available at no cost.(5) The financial year of RSL NSW is, for the purposes of this section, the period of 12 months as determined by RSL NSW.
9 The Cenotaph
(1) RSL NSW is to be taken to be the guardian of the Cenotaph in Martin Place in the City of Sydney.(2) The Council of the City of Sydney is required to appoint, as custodian of the Cenotaph, a person nominated by RSL NSW.(3) Any information or complaint in respect of any offence concerning the Cenotaph may be laid or made by the custodian of the Cenotaph.
10 Anzac Memorial Building
(1) RSL NSW is taken to be the guardian of the Anzac Memorial Building.(2) The Trustees of the Anzac Memorial Building are required to appoint, as custodian of the Anzac Memorial Building, a person nominated by RSL NSW.(3) Any information or complaint in respect of any offence concerning the Anzac Memorial Building may be laid or made by the custodian of the Anzac Memorial Building.(4) In this section, the Anzac Memorial Building means the memorial building within the meaning of the Anzac Memorial (Building) Act 1923.
RSL NSW may delegate the exercise of any of its functions (other than this power of delegation) to—(a) a director, or(b) an employee of RSL NSW, or(c) a committee comprised of, or a combination of, those persons, or(d) any other person.
Part 4 Miscellaneous
12 Disclosure of pecuniary interests by directors
(1) If—(a) a director has a pecuniary interest in a matter being considered or about to be considered at a meeting of the Board, andthe director must, as soon as possible after the relevant facts have come to the director’s knowledge, disclose the nature of the interest at a meeting of the Board.(b) the interest appears to raise a conflict with the proper performance of the director’s duties in relation to the consideration of the matter,(2) A disclosure by a director at a meeting of the Board that the director—(a) is a director, or is in the employment, of a specified company or other body, or(b) is a partner, or is in the employment, of a specified person, oris a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subsection (1).(c) has some other specified interest relating to a specified company or other body or to a specified person,(3) Particulars of any disclosure made under this section must be recorded by the Board in a document kept for the purpose and that document must be made available at all reasonable hours for inspection by any person on payment of a reasonable fee determined by the Board.(4) After a director has disclosed the nature of an interest in any matter, the director must not, unless the Board otherwise determines—(a) be present during any deliberation of the Board with respect to the matter, or(b) take part in any decision of the Board with respect to the matter.(5) For the purpose of the making of a determination by the Board under subsection (4), a director who has a pecuniary interest in a matter to which the disclosure relates must not—(a) be present during any deliberation of the Board for the purpose of making the determination, or(b) take part in the making by the Board of the determination.(6) A contravention of this section does not invalidate any decision of the Board.(7) This section does not prevent a director from taking part in the making of a determination that relates to the remuneration of the directors if the requirements specified in the RSL NSW Constitution relating to the making of the determination are complied with.
13 Remuneration of directors
(1) A director may, subject to any other Act or law, receive remuneration from RSL NSW.(2) In determining the level of remuneration to be paid to a director, RSL NSW must have regard to the following—(a) the specific role of the director,(b) the remuneration paid to the directors of comparable organisations,(c) any other matter prescribed by the regulations.(3) The level of remuneration paid to a director must not, having regard to the matters referred to in subsection (2), be manifestly excessive.
14 Authentication of documents
Any document requiring authentication by RSL NSW is sufficiently authenticated without the seal of RSL NSW if it is—(a) signed by 2 directors, or(b) signed—(i) by a director, and(ii) by an employee of RSL NSW authorised by RSL NSW to sign the document.
15 Amendments to RSL NSW Constitution to be registered
(1) If any amendment is made to the RSL NSW Constitution on or after the commencement of this Act, an instrument certified under the seal of RSL NSW setting out the terms of the amendment is to be registered by the Registrar-General.(2) A copy of a registered instrument certified by the Registrar-General is conclusive evidence of the contents of the instrument.
15A Application of Duties Act 1997
(1) This section applies if, with the approval of RSL NSW, a sub-Branch incorporates under the Corporations Act 2001 of the Commonwealth as a company limited by guarantee.(2) Duty is not chargeable under the Duties Act 1997 in relation to an act, matter or thing to give effect to the incorporation, including in relation to the transfer of assets, rights or liabilities from the unincorporated sub-Branch to the incorporated sub-Branch.(3) In this section—sub-Branch means a sub-Branch of RSL NSW within the meaning of the RSL NSW Constitution.s 15A: Ins 2022 No 23, Sch 1.
16 Service of documents
(1) A document may be served on RSL NSW by any of the following methods—(a) by post to the address specified by RSL NSW for the service of documents of that kind,(b) by post to an office of RSL NSW or by leaving it at an office of RSL NSW with a person apparently over the age of 16 years,(c) by email to an email address specified by RSL NSW for the service of documents of that kind,(d) by any other method authorised by the regulations for the service of documents of that kind.(2) Nothing in this section affects the operation of any provision of a law or of the rules of a court authorising a document to be served on RSL NSW by any other method.(3) In this section, serve includes give or send.
The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.
s 18: Rep 1987 No 15, sec 30C.
Schedule 1 Savings, transitional and other provisions
Part 1 General
(1) The regulations may contain provisions of a savings or transitional nature consequent on the enactment of this Act or any Act that amends this Act.(2) A savings or transitional provision—(a) may, if the regulations so provide, take effect from the date of assent to the Act concerned or a later date, and(b) has effect despite anything to the contrary in this Schedule.(3) To the extent to which a savings or transitional provision takes effect from a date that is earlier than the date of its publication on the NSW legislation website, the provision does not operate so as—(a) to affect, in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or(b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication.(4) Without limiting subclauses (1) and (2), regulations made for the purposes of this clause may amend this Schedule to provide for additional or different savings and transitional provisions instead of including the provisions in the regulations.
Part 2 Provisions consequent on enactment of this Act
2 Continuation of State Council pending election of Board directors
(1) The State Council is, until—(a) the terms of office of the existing State Council members expire, andtaken to be the Board for the purposes of this Act and is to exercise the functions of the Board.(b) the directors are elected under section 5 (3),(2) In this clause—existing State Council member means a person who held office as a member of the State Council immediately before the commencement of this Act.State Council means the State Council established under the RSL NSW Constitution.
3 Initial appointment of independent director
As soon as practicable after the commencement of this Act, the Board is to convene a meeting at which the Board is to appoint at least 1 but not more than 2 persons who are independent directors as referred to in section 5 (5).