New South Wales Consolidated Acts

STEWARDS' FOUNDATION OF CHRISTIAN BRETHREN ACT 1989 - SCHEDULE 5

SCHEDULE 5 – Savings and transitional provisions

(Section 25)

1 Members of Committee

(1) A director of the Company immediately before the appointed day is to be taken to have been elected a member of the Committee on the appointed day.

(2) The chairman of the board of the Company immediately before the appointed day is to be taken to have been elected the chairperson of the Committee on the appointed day.

(3) The secretary of the Company immediately before the appointed day is to be taken to have been elected the secretary of the Committee on the appointed day.

2 Rights and liabilities

On and from the appointed day:

(a) the rights and liabilities of the Company become rights and liabilities of the Foundation to be exercised and discharged in accordance with this Act, and

(b) the obligations of the Company become obligations of the Foundation to be performed in accordance with this Act, and

(c) proceedings before a court or tribunal by or against the Company that, immediately before the appointed day, were pending or in the course of being heard become proceedings by or against the Foundation, and

(d) to the extent to which an act, matter or thing done or omitted to be done on behalf of the Company had any force or effect immediately before the appointed day, it becomes an act, matter or thing done or omitted to be done by the Foundation, and

(e) a reference in any instrument to the Company becomes a reference to the Foundation, and

(f) time that had commenced to run in relation to the Company becomes time that had commenced to run in relation to the Foundation.

3 First annual general meeting of Foundation

(1) The first annual general meeting of the Foundation to be convened after the appointed day is to be convened, held and adjourned in accordance with clauses 8-30 of the articles of association of the Company (as in force immediately before the appointed day) as if references in those clauses to:

(a) the Company were references to the Foundation, and

(b) the board or the directors of the board were references to the Committee or members of the Committee, and

(c) the chairman of the board were references to the chairperson of the Committee, and

(d) the secretary of the board were references to the secretary of the Committee,

and as if the Foundation held its last preceding general meeting on 15 August 1989.

(2) The annual report and financial statements presented to the first annual general meeting in accordance with section 22 must include a report and financial statements relating to the operation of the Company from the beginning of its financial year until the appointed day.

4 Dissolution of Company

On the appointed day, the Company is dissolved.

5 Former trustees

(1) This clause applies to property that immediately before the appointed day was vested in the Company.

(2) Nothing in section 6 (6) of the Trustee Act 1925 is to be taken as having prevented a trustee of the property from being discharged from the trust on the Company being appointed in place of the trustee.

(3) If consent to a trustee retiring from a trust of the property was given in accordance with section 8 (2) of the Trustee Act 1925 , nothing in that section is to be taken as having prevented the trustee from retiring from the trust and leaving the Company as the only continuing trustee.