South Australian Consolidated Regulations South Australian Consolidated RegulationsSchedule—Trust deed (as amended to 9 April 1998)
TRUST DEED 1. made the
fifth day of March 1991.
BETWEEN
THE MINISTER OF AGRICULTURE FOR THE STATE OF SOUTH AUSTRALIA ("the Minister")
on the one part
AND
COLIN JOHN ROWE of "Ingle Downs", Culburra in the State of South Australia,
MALCOLM ANGAS SARGENT of Crystal Brook in the said State, KEN CHARLES SCHAEFER
of "Altbek" Buckleboo in the said State and REUBEN JOHN VAN VELSEN of
Thorngate in the said State ("the Trustees") on the other part.
1. As amended by a trust deed made on 9 April 1998
between the Minister for Primary Industries, Natural Resources and Regional
Development and the South Australian Farmers Federation Incorporated.
WHEREAS
A. Wheat and barley
growers in the State of South Australia formerly paid a voluntary levy for
research purposes pursuant to section 28a of the Wheat Marketing
Act 1980, section 10 of the Wheat Marketing Act 1989 and section 19b
of the Barley Marketing Act 1947. The proceeds of these levies were paid
to the Commonwealth of Australia pursuant to the provisions of the said
legislative enactments.
B. The said voluntary
levies were rendered otiose by the system of Research and Development
Corporations established under the Primary Industries and Energy Research and
Development Act 1989 (Cwth).
C. As a consequence of
the redundancy of the said voluntary levy arrangements the Minister of Primary
Industries and Energy for the Commonwealth of Australia paid to the credit of
the Minister a sum of money being the balance of funds collected from South
Australian wheat and barley growers under the said voluntary levy.
NOW THIS DEED WITNESSES as follows:
1. The Minister
desires to settle the sum of four million and sixty six thousand, one hundred
and twenty dollars and eighty five cents ($4,066,120.85) upon the trust
hereinafter expressed being the funds referred to in Recital C hereof.
2. The Trustees have
agreed to become the Trustees hereof.
3. The Trustees shall
hold all moneys paid to them upon the execution of this trust or at any future
time by the Minister, the SAFF, grain growers and by any other person,
corporation, government or government instrumentality UPON TRUST subject to
the powers and provisions hereinafter expressed.
4. In this deed the
terms and words hereunder shall have the following meaning unless otherwise
indicated by the context:
" grain " means any species of wheat, barley, triticale, maize, grain sorghum,
soybeans, safflower seed, sunflower seed, linseed, oats, rye, rapeseed, rice,
field peas, lupins, millet, canary seed, grain legumes, pulses, canola,
oilseeds, and any product of the soil declared by both the Minister and the
SAFF to be grain without limiting the generality of the foregoing.
" group A Trustee " means any and all of the said COLIN JOHN ROWE , the said
MALCOLM ANGAS SARGENT and the said KEN CHARLES SCHAEFER and any subsequent
trustee appointed pursuant to the provisions of clause 9(c) hereof.
" group B Trustee " means the said REUBEN JOHN VAN VELSEN and any subsequent
trustee appointed pursuant to the provisions of clause 9(d) hereof.
" SAFF " which means the South Australian Farmers Federation Incorporated and
includes any committee thereof to which the SAFF may delegate its powers to
under this Deed.
5. The Trustees shall
apply all moneys for the time being held by them and the income thereof
(hereinafter referred to as " the Fund ") generally for the benefit and
advancement of the grain industry in South Australia for any one or more of
the following purposes:
(a) For
research and development into the growing, harvesting, storage, processing and
marketing of grain and generally into all aspects of the grain industry in
South Australia;
(b) For
the dissemination of technical information to the grain industry;
(c) For
payment of all costs and expenses of and incidental to the management of the
Fund.
PROVIDED THAT the Trustees shall not make any payment from the Fund pursuant
to this Clause without having first obtained the written authorisation of the
SAFF.
6. The Trustees shall
invest all moneys forming part of the Fund for the time being in the hands of
the Trustees and not required for immediate use or application in the name of
the Trustees in any bank account or in any investment for the time being
authorised by the Trustee Act 1936.
7. The Trustees shall
establish a bank account entitled the SA Grain Industry Trust Fund with a
recognised bank in the State of South Australia and at such branch as the
Trustees shall from time to time determine. Any two of the Trustees may sign
cheques and anyone of them may endorse cheques on behalf of the Fund.
8. The Fund shall be
known as the "South Australian Grain Industry Trust Fund".
ADMINISTRATION VESTED IN TRUSTEES
9. The administration
of the Fund shall be vested in the Trustees who shall be subject to the
following rules:
(a) The
number of Trustees shall be not more than four nor less than two;
(b) The
office of trustee shall be and be deemed to be vacated on the happening of any
one of the following events:
If he or she shall:
(i)
Die; or
(ii)
Resign from the office by notice in writing delivered to
the other Trustees or any one of them; or
(iii)
Become bankrupt or enter into a Deed of Assignment of
Scheme of Arrangement for the benefit of or compound with his or her
creditors; or
(iv)
Become mentally or physically unfit to perform the office
of trustee.
(c) The
SAFF may in writing appoint a new Group A Trustee to take the place of any
Group A Trustee whose office shall be vacated or who is removed from office
and such appointment may be made in anticipation of the vacation of the office
of an outgoing Trustee.
(d) The
Minister may in writing appoint a new Group B Trustee to take the place of a
Group B Trustee whose office shall be vacated or who is removed from office
and such appointment may be made in anticipation of the vacation of the office
of an outgoing Trustee.
(e) The
continuing or surviving Trustees may act notwithstanding any vacancy for the
time being in the body but so that if the number falls below two the
continuing or surviving Trustee shall not act except for the purpose of the
collection of income.
(f) The
Trustees may meet together for the dispatch of business adjourn and otherwise
regulate their meetings and proceedings as they think fit. Two Trustees shall
constitute a quorum for the transaction of business. A meeting of trustees at
which a quorum is present may exercise all or any of the authorities, powers
and discretions vested in the Trustees.
(g) The
Trustees in the exercise of the authorities, powers and discretions hereby
vested in them may refrain from exercising all or any of such authorities
powers and discretions from time to time or at all.
(h) Any
Trustee may convene a meeting of trustees.
(i)
The Trustees shall keep proper minutes of all their
resolutions and proceedings and proper records of and in connection with the
Fund.
(j) No
Trustee shall be answerable for the acts or defaults of his co-trustees or for
any act done for or in conformity with an effective or binding decision of the
Trustees.
(k) The
Trustees shall not nor shall any of them as Trustees or Trustee of the Fund or
in respect of the execution of purported or attempted execution or failure or
neglect to exercise or carry out the trustee's duties authorities or
discretions hereunder incur any personal liability or be liable for anything
whatever except a breach of trust knowingly and intentionally committed by
them or him.
(l)
Except for or in respect of a breach of trust knowingly and wilfully committed
by him or them, the Trustees shall be indemnified out of and to the extent of
the Fund held by them against all liabilities incurred by them hereunder or in
the execution or attempted or purported execution or failure or neglect to
execute the trusts duties authorities powers or discretions hereunder or any
of them and shall have a lien on and may use the Fund for any indemnity and
generally for the payment of all proper legal and other costs and expenses of
administering or winding up the Fund and otherwise performing their duties
under this Trust Deed.
10. The Trustees shall
keep proper books of account and will from time to time whenever requested by
either the Minister or the SAFF so to do supply to both the Minister and the
SAFF full and complete information as to the amount of the Fund and the state
of investments thereof and of the allocation of any part of the Fund and will
once in every year at such time as is fixed by the Minister and the SAFF
deliver to the Minister and the SAFF a statement of their receipts and
expenditure on account of capital and income during the twelve months ending
on some day fixed for the purpose by the Minister and the SAFF. All books of
account and other records of the Trustees and all securities shall be
submitted as required for audit by an auditor nominated by the Minister and
the SAFF who shall report thereon to the Minister and the SAFF at least once a
year. In default of agreement between the Minister and the SAFF as to the
appointment of an auditor, the President of the South Australian division of
the Institute of Chartered Accountants shall have power to nominate an
auditor.
11. In addition to the
powers that may by law be granted the Trustees shall have the following
powers;
(a) To
insure or reinsure any risks, contingencies or liabilities of the Fund;
(b) To
retain the services of professional advisers, whether natural persons, firms
or companies, in relation to the management administration or investment of
the Fund to delegate to such professional advisers such powers other than
those contained in Clauses 5 and 6 hereof, as they shall see fit from time to
time and to determine the fees payable to such professional advisers;
(c) To
commence carry on or defend proceedings relating to the Fund;
(d) To
indemnify or undertake to indemnify any person corporation government or
institution in respect of claims, matters or things relating to the Fund;
(e)
Delegate to any person or persons such powers other than those contained in
Clauses 5 and 6 hereof, as the Trustees shall think fit from time to time;
(f) To
arrange or borrow money either bearing or free of interest and to secure the
repayment of moneys so borrowed and any interest thereon by mortgage or charge
over all or any of the assets of the Fund with or without giving any other
form of security or acknowledgment and apply such money for any of the
purposes for which either the income or capital of the Fund is for the time
being applicable hereunder and no lender shall be concerned to inquire as to
whether the necessity for such borrowing has arisen or as to the purpose for
which it is required or as to the application of the money borrowed;
(g)
Generally do all acts and things as the Trustees may consider necessary or
expedient for the administration, maintenance and preservation of the Fund in
the performance of their obligations under this Deed.
12. No person dealing
with the Trustees shall be concerned to inquire as to the adequacy of the
powers of the Trustees in relation to such dealing or as to the proper
exercise by the Trustees of any of the powers or authorities and discretions
vested in the Trustees by the provisions of this Deed or to the propriety or
regularity of any transaction affecting the Fund or any of the assets thereof
or to see to the application of any moneys paid to the Trustees or to any
person or corporation at the Trustees' discretion and in the absence of fraud
on the part of any such person dealing with the Trustees such dealing shall be
deemed so far as the safety and protection of such person is concerned to be
within the powers of the Trustees and to be valid and effectual accordingly
and the receipt of the Trustees or the receipt of any person or corporation
paid as aforesaid at the direction of the Trustees shall effectually discharge
any such person dealing with the Trustees from all liability in respect
thereof.
13. Except as herein
otherwise expressly provided the provisions of the Trustee Act 1936 (as
amended) or any other Act relating to trustees for the time being in force in
South Australia shall apply to the trusts hereof.
14. The Minister and
the SAFF acting jointly may at any time by Deed but not otherwise alter all or
any of the provisions of this Trust and make new provisions to the exclusion
of or in addition to all or any of the provisions herein contained and such
provisions shall be subject in the manner to alteration or modification
provided always that the Trust shall remain a charitable trust for the benefit
of primary production and primary producers.
15. The Fund shall be
wound up upon both the Minister and the SAFF executing a Deed so resolving.
Upon the winding up of the Fund should there remain after the satisfaction of
all debts and liabilities any property whatsoever the same shall be given and
transferred to the SAFF for the purposes of and for the benefit of the grain
industry of South Australian and the SAFF shall have an absolute discretion as
to the disposal of such property for such purposes aforesaid.
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IN WITNESS whereof the parties hereto have hereunto set their hands the day
and year hereinafter mentioned. | ||
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THE COMMON SEAL of the MINISTER OF AGRICULTURE was hereunto affixed with the
authority of the MINISTER in the presence of: |
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SIGNED SEALED AND DELIVERED by the said COLIN JOHN ROWE in the presence of: |
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SIGNED SEALED AND DELIVERED by the said MALCOLM ANGAS SARGENT in the presence
of: |
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SIGNED SEALED AND DELIVERED by the said KEN CHARLES SCHAEFER in the presence
of: |
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SIGNED SEALED AND DELIVERED by the said REUBEN JOHN VAN VELSEN in the presence
of: |
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