Explanatory note
This explanatory note relates to this Bill as introduced into Parliament.

Overview of Bill

The objects of this Bill are as follows:

(a) to authorise The New South Wales Auxiliary of The British and Foreign Bible
Society (the Society) to seek registration as a public company limited by
guarantee under the Corporations Act 2001 of the Commonwealth,

(b) to amend The New South Wales Auxiliary of The British and Foreign Bible
Society Incorporation Act 1928 so as to change the corporate name of the
Society to “Bible Society NSW” and to update its objects in preparation for its
registration as a company,

(c) to provide for cessation of the operation and the repeal of The New South
Wales Auxiliary of The British and Foreign Bible Society Incorporation Act
1928 once the Society is registered as a company,

(d) to make consequential amendments to the Charitable Fundraising Regulation
2008 and the Subordinate Legislation Act 1989.

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 sets out the objects of the proposed Act.

Clause 4 defines certain words and expressions used in the proposed Act.

Part 2 Registration of Society as public company
Division 1 Authorisation to transfer incorporation
Clause 5 authorises the Society to apply to the Australian Securities and Investments
Commission to be registered as a public company limited by guarantee under Part
5B.1 of the Corporations Act 2001 of the Commonwealth.

Division 2 Provisions consequent on transfer of
incorporation of Society
Clause 6 refers to the provisions of section 601BM of the Corporations Act 2001 of
the Commonwealth. That section provides that the registration of a body corporate
as a company under Part 5B.1 of that Act does not:

(a) create a new legal entity, or

(b) affect the body’s existing property, rights or obligations (except as against the
members of the body in their capacity as members), or

(c) render defective any legal proceedings by or against the body or its members.

The proposed section also provides for references to the Society in certain
instruments to be read as if they included a reference to the Society after it is
registered as a public company under the Corporations Act 2001 of the
Commonwealth (the registered Society).

Clause 7 provides that the provisions of The New South Wales Auxiliary of The
British and Foreign Bible Society Incorporation Act 1928 and any rules made under
that Act cease to have effect on the day on which the Society is registered as a public
company under the Corporations Act 2001 of the Commonwealth. The proposed
section also enables the Governor, by proclamation published in the Gazette, to
repeal The New South Wales Auxiliary of The British and Foreign Bible Society
Incorporation Act 1928 and the rules made under it after the Society’s registration as
a company.

Clause 8 enables the regulations to invoke section 5F or 5G of the Corporations Act
2001 of the Commonwealth in order to avoid inconsistency between provisions of
the proposed Act relating to the registered Society and the Corporations legislation
of the Commonwealth.

Section 5F of the Corporations Act 2001 of the Commonwealth provides that if a
State law declares a matter to be an excluded matter for the purposes of that section
in relation to all or part of the Corporations legislation, the provisions of the
Corporations legislation that are the subject of the declaration will not apply in
relation to that matter in the State concerned.

Section 5G of the Corporations Act 2001 of the Commonwealth provides that if a
State law declares a provision of a State law to be a Corporations legislation
displacement provision, any provision of the Corporations legislation with which the
State provision would otherwise be inconsistent does not apply to the extent
necessary to avoid the inconsistency.

Part 3 Miscellaneous
Clause 9 enables the Governor the make regulations for the purposes of the proposed
Act (including regulations of a savings or transitional nature consequent on the
enactment of the proposed Act).

Clause 10 ensures that the operation of the proposed Act will not result in a breach
of contract or other instrument or any other civil liability.

Clause 11 provides that State tax is not payable in respect of matters relating to the
registration of the Society as a company under the Corporations Act 2001 of the
Commonwealth.

Clause 12 is a formal provision that gives effect to the amendments to the Acts and
Regulation set out in Schedule 1.

Schedule 1 Amendment of other legislation
Charitable Fundraising Regulation 2008
Schedule 1.1 makes an amendment to clause 6 of the Charitable Fundraising
Regulation 2008 that is consequential on the change in the corporate name of the
Society resulting from amendments made by Schedule 1.3.

Subordinate Legislation Act 1989 No 146
Schedule 1.2 amends Schedule 4 to the Subordinate Legislation Act 1989 to ensure
that regulations made under the proposed Act are excluded instruments for the
purposes of the Subordinate Legislation Act 1989.

Incorporation Act 1928
Schedule 1.3 amends The New South Wales Auxiliary of The British and Foreign
Bible Society Incorporation Act 1928 so as to change the corporate name of the
Society to “Bible Society NSW” and to update its objects in preparation for its
registration as a company.

Note: If this Bill is not modified, these Explanatory Notes would reflect the Bill as passed in the House. If the Bill has been amended by Committee, these Explanatory Notes may not necessarily reflect the Bill as passed.

 

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