New South Wales Consolidated Acts

C.B. ALEXANDER FOUNDATION INCORPORATION ACT 1969 - SECT 3

3 Constitution of Foundation

(1) There is hereby constituted a corporation under the corporate name of “C.B. Alexander Foundation”.

(2) The members of the Foundation shall be appointed by the Minister and shall consist of five persons, of whom:

(a) one shall be Edward Alan Hunt, Esquire, or if he is unable or unwilling to act as a member or vacates his office as a member, such person as he may nominate to the Minister for the purpose before or at the time notice of his inability or unwillingness is given to the Minister, or his office as a member is vacated, as the case may be, whether or not such a nomination is made before or after the commencement of this Act or, in default of any such nomination, the law agent of the Presbyterian Church of Australia in New South Wales at the time of that inability, unwillingness or vacation of office, and

(b) one shall be Colin Hector Dunlop, Esquire, while he remains one of the estate trustees.

(3) The Minister may, by the instrument of appointment or by another instrument, appoint a member to be the Chairman of the Foundation.

(4) A member (other than a member referred to in paragraph (a) or (b) of subsection two of this section) shall, subject to this Act, hold office as a member for such period, not exceeding seven years, as may be specified in the instrument of appointment and shall, subject to this Act, be eligible for reappointment.

(6) Where there is a vacancy in the membership of the Foundation, the Minister may, subject to this Act, appoint a person to the vacancy.

(7) A member who is not an officer of the Public Service or of a statutory body representing the Crown shall receive from the funds of the Foundation such remuneration and allowances, and a member who is such an officer shall receive from those funds such allowances, as the Foundation determines and the Minister approves.

(8) Where by or under any Act provision is made requiring the holder of an office specified therein to devote the whole of his time to the duties of his office, that provision shall not operate to disqualify him from holding that office and also the office of a member.

(9) The office of a member shall, for the purposes of any Act, be deemed not to be an office or place of profit under the Crown.

(10) A member shall be deemed to have vacated his office:

(a) if he dies,

(b) if he becomes bankrupt, compounds with his creditors, or makes any assignment of his salary, remuneration, allowances or estate for their benefit,

(c) if he becomes a mentally ill person, a protected person or an incapable person within the meaning of the Mental Health Act 1958 ,

(d) if he or she is convicted in New South Wales of an indictable offence that is punishable by imprisonment for 12 months or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable,

(e) if he resigns his office by writing under his hand addressed to the Minister,

(f) if he is removed from office by the Minister,

(g) if he ceases to hold a qualification by virtue of which he was appointed, or

(h) if, at the time of his appointment as a member, he was an officer of the Public Service or of a statutory body representing the Crown and he ceases to be such an officer.

(11) The Minister may, for any cause which appears to him sufficient, remove any member from office.

(12) The common seal of the Foundation shall be kept in the custody of the Chairman of the Foundation and shall not be affixed to any instrument except in pursuance of a resolution of the Foundation.

(13) The procedure for the calling of meetings of the Foundation and for the conduct of business at such meetings shall, subject to this Act, be as determined by the Foundation.

(14) The Chairman, or in the absence of the Chairman, the member chosen by the members present at the meeting to act as Chairman, shall preside at any meeting of the Foundation.

(15) Three members shall form a quorum and any duly convened meeting of the Foundation at which a quorum is present shall be competent to transact any business of the Foundation and shall have, and may exercise and discharge, all the powers, duties and functions of the Foundation.

(16) The Chairman or member acting as Chairman at any meeting of the Foundation shall, in the event of an equality of votes, have in addition to a deliberative vote a second or casting vote.

(17) A decision of a majority of the members present at a duly convened meeting of the Foundation at which a quorum is present shall be a decision of the Foundation.

(18) No matter or thing done, and no contract entered into by the Foundation, and no matter or thing done by any member or by any other person acting under the direction of the Foundation shall, if the matter or thing was done or the contract was entered into bona fide for the purpose of executing this Act, subject them, or any of them, personally to any action, liability, claim or demand whatsoever.