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TASMANIA
__________
NATIONAL TRUST BILL 2006
__________
CONTENTS
PART 1 - PRELIMINARY
1. Short title
2. Commencement
3. Interpretation
PART 2 - THE NATIONAL TRUST
4. Continuation of National Trust of Australia (Tasmania)
5. Objects of Trust
6. Powers of Trust
7. Seal of Trust
8. Members of Trust
9. Trust not Crown
10. Annual general meetings of Trust
11. Special general meeting of Trust
PART 3 - BOARD OF DIRECTORS OF TRUST
12. Initial Board of Directors
13. Subsequent Boards and directors
14. Managing director
15. Role of managing director
16. Directors to be elected if Trust self-sufficient
[Bill 46]-IX
17. Meetings of Board
18. Functions of Board
19. Duties of directors
20. Repayment by director of improper profit, &c.
21. Delegation
22. Committees
23. Staff
PART 4 - PROPERTY AND POWERS OF INVESTMENT
24. Interpretation of Part
25. Gifts, &c.
26. Property to be held subject to trust, &c.
27. Power to dispose, &c., of property
28. Property transactions and variations of trusts
29. Proceeds of property transactions
30. Protection of persons involved in property transactions
31. Occupation of Trust properties by members
32. Property register
33. Investments
34. Prohibition on dividends, bonuses, &c.
35. Power of Trust to act as trustee
36. Power of Trust to lend money and articles
PART 5 - ADDITIONAL PROVISIONS RELATING TO TRUST
37. Annual report
38. Application of Government Business Enterprises Act 1995
39. Audit
40. Charges
41. By-laws
42. Rules
PART 6 - APPOINTMENT, POWERS, &C., OF ADMINISTRATOR
43. Appointment of Administrator
2
44. Functions and powers, &c., of Administrator
45. Vacation of office of Administrator, &c.
46. Expenses of administration
47. Liability for losses incurred during administration
48. Winding up
PART 7 - MISCELLANEOUS
49. Regulations
50. Repeal
51. Transitional provisions
52. Administration of Act
SCHEDULE 1 - DIRECTORS AND MEETINGS OF BOARD
SCHEDULE 2 - COMMITTEES
SCHEDULE 3 - TRANSITIONAL PROVISIONS
3
4
NATIONAL TRUST BILL 2006
(Brought in by the Minister for Tourism, Arts and the
Environment, the Honourable Paula Catherine Wriedt)
A BILL FOR
An Act to establish the National Trust of Australia
(Tasmania) and for related purposes
Be it enacted by His Excellency the Governor of Tasmania, by
and with the advice and consent of the Legislative Council and
House of Assembly, in Parliament assembled, as follows:
PART 1 - PRELIMINARY
1. Short title
This Act may be cited as the National Trust Act
2006.
2. Commencement
This Act commences on a day to be proclaimed.
3. Interpretation
In this Act, unless the contrary intention
appears -
"Administrator" means an Administrator
appointed under section 43;
[Bill 46] 5
National Trust Act 2006
Act No. of
s. 3 Part 1 - Preliminary
"appointed director" means a person
appointed as an appointed director under
section 12(3) or section 13;
"Board" means the Board of Directors of the
Trust;
"director" means the managing director, an
appointed director or an elected director;
"elected director" means a person -
(a) taken to be an elected director
under section 12(4); or
(b) elected as an elected director
under section 13;
"initial Board" means the initial Board of
Directors referred to in section 12;
"initial managing director" means the
person appointed as the initial managing
director under section 12;
"managing director" means the initial
managing director or the person
appointed as managing director under
section 14;
"members of the Trust" has the meaning
given by section 8;
"non-executive director" means a director
other than the managing director;
"rules" means rules made and in force under
section 42;
6
National Trust Act 2006
Act No. of
Part 1 - Preliminary s. 3
"special resolution" means a resolution of the
Board -
(a) passed at a meeting of the Board
of which not less than 21 days'
written notice, specifying the
intention to propose the
resolution as a special resolution,
has been duly given to all
directors of the Board; and
(b) passed by a majority of not less
than three-quarters of the
directors of the Board present and
entitled to vote at the meeting;
"Trust" means the National Trust of Australia
(Tasmania) continued under section 4.
7
National Trust Act 2006
Act No. of
s. 4 Part 2 - The National Trust
PART 2 - THE NATIONAL TRUST
4. Continuation of National Trust of Australia
(Tasmania)
(1) The National Trust of Australia (Tasmania),
established under section 3 of the National Trust
of Australia (Tasmania) Act 1975, is continued.
(2) The Trust -
(a) is a body corporate with perpetual
succession; and
(b) may sue and be sued in its corporate
name.
5. Objects of Trust
(1) The objects of the Trust are as follows:
(a) acquiring, promoting or ensuring the
preservation and maintenance for the
public benefit of places and objects of
beauty or that have a historical,
scientific, artistic, architectural or
cultural interest;
(b) encouraging and promoting, among the
public, knowledge of, interest in and
respect for those places and objects;
(c) promoting or ensuring the provision and
maintenance of amenities and services to
8
National Trust Act 2006
Act No. of
Part 2 - The National Trust s. 6
facilitate the enjoyment by the public of
those places or objects;
(d) protecting and preserving the natural
features of, and conserving the fauna and
flora on, any place referred to in
paragraph (a) and acquired by, or under
the control of, the Trust;
(e) encouraging and promoting public
appreciation, knowledge and enjoyment
of, respect for and interest in any land,
buildings, works, structures or articles;
(f) cooperating with the Crown or with any
corporation, body or society, either
within or outside Tasmania, having
objects wholly or substantially similar to
the objects of the Trust, in promoting the
objects of the corporation, body or
society or the Trust.
(2) A reference in subsection (1) to a place includes
a reference to lands and to buildings, structures
and other works.
6. Powers of Trust
(1) The Trust has power to do all things necessary or
convenient to be done in connection with
carrying out its objects.
(2) Without limiting the generality of subsection (1),
the Trust may -
9
National Trust Act 2006
Act No. of
s. 7 Part 2 - The National Trust
(a) acquire, hold, dispose of and otherwise
deal with property; and
(b) borrow money either with or without
security; and
(c) enter into any contract, including a
contract with another person for the
performance of any of its functions or
powers jointly with that other person;
and
(d) set charges, terms and conditions relating
to work done, or services, goods or
information supplied, by it; and
(e) do all other things that a body corporate
may do and that are necessary for, or
incidental to, the carrying out, or
promotion, of its objects.
7. Seal of Trust
(1) The Trust has a seal.
(2) The Board is to determine the form of the seal of
the Trust and it is to be kept in such manner as
the Board determines.
(3) The seal of the Trust must not be used except on
the order of the Board.
(4) The use of the seal must be attested by the
signatures of at least 2 members of the Board.
10
National Trust Act 2006
Act No. of
Part 2 - The National Trust s. 8
(5) Judicial notice is to be taken of the seal of the
Trust and, where it is affixed to any instrument,
it is presumed, unless the contrary is shown, that
it was duly so affixed and attested.
(6) A document requiring authentication by the
Trust may be sufficiently authenticated without
the seal of the Trust if it is signed by the
Chairperson of the Board or the managing
director, or by any member of the staff of the
Trust authorised to do so by the Chairperson or
the managing director.
8. Members of Trust
(1) The Trust is constituted by its members.
(2) The members of the Trust are those persons,
including an incorporated or unincorporated
body of persons, who, in accordance with the
rules, are financial members of the Trust.
9. Trust not Crown
The Trust -
(a) is not the Crown; and
(b) does not have any status, privilege or
immunity of the Crown.
11
National Trust Act 2006
Act No. of
s. 10 Part 2 - The National Trust
10. Annual general meetings of Trust
(1) The Board is to call an annual general meeting
of members of the Trust in each calendar year
for the following purposes:
(a) receiving the annual report and financial
statements of the Trust from the Board;
(b) declaring the result of the election of
directors and advising of the appointment
of directors;
(c) performing other functions of the Trust
which under this Act or the rules may be
exercised only at an annual general
meeting.
(2) The annual general meeting is to be held in
accordance with the rules not later than 4 months
after the end of each financial year.
(3) At least 21 days' notice of the annual general
meeting of the Trust is to be given to members in
accordance with the rules.
11. Special general meeting of Trust
(1) A special general meeting of members of the
Trust may be convened by the managing director
in accordance with the rules on receipt of a
request from at least 10% of the financial
members of the Trust.
12
National Trust Act 2006
Act No. of
Part 2 - The National Trust s. 11
(2) At least 21 days' notice of a special general
meeting of the Trust is to be given to members in
accordance with the rules.
13
National Trust Act 2006
Act No. of
s. 12 Part 3 - Board of Directors of Trust
PART 3 - BOARD OF DIRECTORS OF TRUST
12. Initial Board of Directors
(1) The initial Board of Directors of the Trust is to
comprise -
(a) 6 persons appointed by the Minister as
the non-executive directors, one of whom
is to be appointed Chairperson; and
(b) one person as the initial managing
director.
(2) Of the 6 non-executive directors appointed by
the Minister, 3 are taken to be elected directors.
(3) Of the 3 directors who are not taken to be elected
directors -
(a) one is to be appointed for a term of one
year; and
(b) one is to be appointed for a term of 2
years; and
(c) one is to be appointed for a term of 3
years.
(4) Of the 3 directors who are taken to be elected
directors -
(a) one is taken to be elected for a term of
one year; and
(b) one is taken to be elected for a term of 2
years; and
14
National Trust Act 2006
Act No. of
Part 3 - Board of Directors of Trust s. 13
(c) one is taken to be elected for a term of 3
years.
(5) The initial managing director is to be the person
who, immediately before the commencement of
this Act, was the chief executive officer of the
Trust appointed under the National Trust of
Australia (Tasmania) Act 1975.
(6) The initial managing director is to be appointed
for a term specified in the instrument of
appointment.
13. Subsequent Boards and directors
(1) On the expiration of each term of appointment
referred to in section 12(3) and (4) respectively -
(a) the Minister is to appoint a person as an
appointed director for a term of 3 years;
and
(b) the Trust is to elect a person as an elected
director for a term of 3 years.
(2) The elected directors are to be elected in
accordance with Schedule 1, the rules and the
regulations.
(3) Subject to subsections (4) and (5), a person who
is a director may be appointed, reappointed,
elected or re-elected under this section.
(4) A person must not serve as a director for more
than 2 consecutive terms.
15
National Trust Act 2006
Act No. of
s. 14 Part 3 - Board of Directors of Trust
(5) A person who has served as a director for 2
consecutive terms must not again serve as a
director until 2 years after the expiration of the
second term.
(6) Part 1 of Schedule 1 has effect with respect to
directors and their appointment or election.
14. Managing director
(1) On the expiration of the term of office of the
initial managing director, the Board is to renew
the appointment of the initial managing director
or appoint a new managing director.
(2) The day-to-day affairs of the Trust are to be
managed by the managing director in accordance
with the directions of the Board.
(3) The State Service Act 2000 does not apply to the
managing director.
(4) The managing director is entitled to be paid the
remuneration and allowances specified in the
instrument of appointment.
(5) The managing director holds office -
(a) for as long as the Board considers
appropriate; and
(b) on the conditions specified in the
instrument of appointment.
16
National Trust Act 2006
Act No. of
Part 3 - Board of Directors of Trust s. 15
(6) The appointment of a person as managing
director is not invalid merely because of a defect
or irregularity in relation to the appointment.
(7) The appointment of a person as managing
director may be revoked in accordance with the
instrument of appointment.
15. Role of managing director
(1) The managing director is responsible to the
Board for the general administration and
management of the Trust.
(2) The managing director -
(a) must perform any functions, and may
exercise any powers, delegated to the
managing director by the Board; and
(b) must perform any other functions
imposed on, and may exercise any other
powers granted to, the managing director
by this or any other Act.
(3) The Board and managing director may enter into
an agreement relating to the Board's
expectations of the performance and exercise of
the functions and powers of the managing
director.
(4) The agreement must not prevent the managing
director from performing or exercising any
function or power imposed on or given to the
managing director by this or any other Act.
17
National Trust Act 2006
Act No. of
s. 16 Part 3 - Board of Directors of Trust
16. Directors to be elected if Trust self-sufficient
Notwithstanding section 13(1), if the Minister is
satisfied that the Trust is financially self-
sufficient and sustainable, the Minister is not to
appoint a person as an appointed director and
any vacancy in the office of a non-executive
director is to be filled by the election of an
elected director.
17. Meetings of Board
Part 2 of Schedule 1 has effect with respect to
meetings of the Board.
18. Functions of Board
(1) The Board has the control of the affairs of the
Trust and has such other functions as may be
prescribed or conferred or imposed on the Board
by or under this or any other Act.
(2) The Board is to perform its functions in
accordance with any directions given by the
Trust in general meeting as permitted by the
rules.
(3) Any act, matter or thing done in the name of, or
on behalf of, the Trust by the Board is to be
taken to have been done by the Trust.
18
National Trust Act 2006
Act No. of
Part 3 - Board of Directors of Trust s. 19
19. Duties of directors
(1) A director must act honestly in the performance
and exercise of the functions and powers of a
director.
(2) A director or former director must not use
improperly, whether in Tasmania or elsewhere,
information acquired as a director -
(a) to gain, directly or indirectly, a personal
advantage or an advantage for another
person; or
(b) to cause damage to the Trust.
(3) A director or former director must not use
improperly, whether in Tasmania or elsewhere,
his or her position or former position as a
director -
(a) to gain, directly or indirectly, a personal
advantage or an advantage for another
person; or
(b) to cause damage to the Trust.
20. Repayment by director of improper profit, &c.
If a director or former director is found guilty of
an offence under section 19, the Trust may
recover in a court of competent jurisdiction as a
debt due to it -
19
National Trust Act 2006
Act No. of
s. 21 Part 3 - Board of Directors of Trust
(a) any profit made by the director, former
director or another person as a result of
the commission of the offence; and
(b) an amount equal to any loss and damage
the Trust suffered as a result of the
commission of the offence.
21. Delegation
The Board may, in writing, delegate any of its
functions or powers other than this power of
delegation, to the managing director.
22. Committees
(1) The Board -
(a) must establish an audit committee; and
(b) may establish such other committees as it
considers appropriate.
(2) A committee -
(a) must provide the Board with advice on
any matter referred to it by the Board;
and
(b) must perform any function, and may
exercise any powers, delegated to it by
the Board.
(3) In addition to its functions under subsection (2),
the audit committee must provide the Board with
20
National Trust Act 2006
Act No. of
Part 3 - Board of Directors of Trust s. 23
advice on monitoring the Trust's systems of
financial reporting, administrative practice and
internal control.
(4) Schedule 2 has effect with respect to -
(a) the members of a committee; and
(b) the meetings of a committee.
23. Staff
(1) The Trust may employ such persons as it
considers necessary for the performance of its
functions.
(2) Subject to any relevant award or industrial
agreement, the terms and conditions of
employment are as determined by the Trust.
(3) The State Service Act 2000 does not apply to
employees of the Trust.
21
National Trust Act 2006
Act No. of
s. 24 Part 4 - Property and Powers of Investment
PART 4 - PROPERTY AND POWERS OF
INVESTMENT
24. Interpretation of Part
In this Part -
"property" means real or personal property
and any estate or interest in real or
personal property;
"property transaction" means an action that
the Trust may take under section 27.
25. Gifts, &c.
(1) The Trust may accept a devise, bequest or gift of
any property.
(2) Any property accepted by the Trust may be
accepted subject to any trust or condition the
carrying out of which, or the compliance with
which, would further the objects of the Trust.
(3) The rule of law against perpetuities does not
apply to any trust or condition of a kind referred
to in subsection (2) and subject to which any
property is accepted by the Trust.
22
National Trust Act 2006
Act No. of
Part 4 - Property and Powers of Investment s. 26
26. Property to be held subject to trust, &c.
The Trust is to hold any property vested in or
held by it in accordance with the terms of any
trust or condition affecting the property.
27. Power to dispose, &c., of property
The Trust may sell, lease, mortgage, charge or
otherwise dispose of, deal with or encumber any
property vested in the Trust but, in the case of
any property affected by any trust or condition,
may do so only -
(a) in accordance with the terms of the trust
or condition; or
(b) as otherwise permitted by this Part.
28. Property transactions and variations of trusts
(1) In relation to specified property vested in the
Trust that the Board is satisfied on reasonable
grounds is worth not more than $50 000, the
Board may effect a property transaction in
relation to that property despite the terms of any
trust or condition affecting the property.
(2) In relation to specified property vested in the
Trust that the Board is satisfied on reasonable
grounds is worth more than $50 000, if the
Board determines by special resolution that it is
necessary or expedient to do so to improve the
ability of the Trust to achieve or promote its
23
National Trust Act 2006
Act No. of
s. 28 Part 4 - Property and Powers of Investment
objects generally, the Trust may apply to the
appropriate authority for -
(a) permission to effect a particular property
transaction in relation to that property,
despite the terms of any trust or
condition affecting the property; or
(b) a variation of the terms of any trust or
condition affecting that property.
(3) The appropriate authority is -
(a) the Attorney-General, in respect of
property that the Board is satisfied on
reasonable grounds is worth less than
$500 000; or
(b) the Supreme Court, in respect of any
other property.
(4) The Attorney-General may decline to deal with
an application, in which case the Supreme Court
is the appropriate authority for the application.
(5) The appropriate authority may grant an
application under this section only if satisfied
that the proposed action is just and equitable,
taking into account -
(a) the Trust's ability to achieve or promote
its objects generally, having regard to its
current and prospective financial
position; and
24
National Trust Act 2006
Act No. of
Part 4 - Property and Powers of Investment s. 29
(b) any evident intentions of the settlor or
donor in creating the trust or imposing
the condition.
(6) On the granting of an application under this
section -
(a) the Trust is authorised to effect the
property transaction concerned (despite
the terms of any trust or condition
affecting the property); or
(b) the terms of the trust or condition are
varied -
as specified in the grant of the application.
29. Proceeds of property transactions
The proceeds of a property transaction effected
by the Trust are to be held and applied for the
achievement and promotion of the objects of the
Trust.
30. Protection of persons involved in property
transactions
(1) Any property sold or otherwise disposed of by
way of a property transaction purporting to have
been effected under this Part vests in the person
acquiring the property freed and discharged from
any trust or condition -
25
National Trust Act 2006
Act No. of
s. 31 Part 4 - Property and Powers of Investment
(a) that relates to the sale or disposition of
the property or to the use of the property;
and
(b) to which the property was subject in the
hands of the Trust.
(2) A person so acquiring property from the Trust
need not be concerned to inquire whether
circumstances have arisen to authorise the sale
or other disposition or whether the power was
otherwise properly and regularly exercised or to
see to the application of any consideration paid
to the Trust.
31. Occupation of Trust properties by members
The Trust may permit a member of the Trust to
occupy (whether under lease or licence or
otherwise) any property or part of property
vested in or held by the Trust for less than
market consideration but only if the Board has
determined by special resolution that the
occupation should be permitted and is justified
on the basis of services provided by the person
to the Trust.
32. Property register
(1) The Board is to prepare and maintain a register
showing details of -
(a) all property vested in or held by the
Trust; and
26
National Trust Act 2006
Act No. of
Part 4 - Property and Powers of Investment s. 33
(b) the current use of that property.
(2) The register, insofar as it relates to real property,
is to be available for inspection by any person
free of charge at the principal office of the Trust
during normal business hours.
33. Investments
The Trust may invest its funds in any manner in
which trustees may by law invest trust funds.
34. Prohibition on dividends, bonuses, &c.
No dividend, bonus or other profit is at any time
to be paid out of the income or property of the
Trust to any member of the Trust or director.
35. Power of Trust to act as trustee
The Trust may act as trustee of any place or
object referred to in section 5(1)(a), if appointed
so to act by any person (including the Crown)
entitled to appoint such trustees.
36. Power of Trust to lend money and articles
Subject to the terms of any trust or condition
affecting any money or article of the Trust, the
Trust may, for the purpose of promoting the
objects of the Trust, or of any corporation, body
27
National Trust Act 2006
Act No. of
s. 36 Part 4 - Property and Powers of Investment
or society, either within or outside Tasmania,
having objects wholly or substantially similar to
the objects of the Trust, lend to it that money or
article.
28
National Trust Act 2006
Act No. of
Part 5 - Additional Provisions Relating to Trust s. 37
PART 5 - ADDITIONAL PROVISIONS RELATING TO
TRUST
37. Annual report
(1) The Board, not later than 31 October in each
year, is to prepare a report of its operations in
respect of the preceding financial year.
(2) A report under subsection (1) is to include -
(a) the financial statements of the Trust for
the financial year to which the report
relates; and
(b) a copy of the auditor's report with
respect to those financial statements.
38. Application of Government Business Enterprises Act
1995
Part 5 of the Government Business Enterprises
Act 1995 applies to the Trust as if it were a
government business enterprise within the
meaning of that Act.
39. Audit
(1) The Trust is to keep proper accounts and records
in relation to all its financial affairs and activities
and, as soon as practicable after 1 July and not
later than 31 October in each year, is to prepare
financial statements exhibiting a true and correct
29
National Trust Act 2006
Act No. of
s. 40 Part 5 - Additional Provisions Relating to Trust
record of its financial position and transactions
in respect of the preceding financial year.
(2) The accounts of the Trust kept for the purposes
of this Act are subject to the Financial
Management and Audit Act 1990.
40. Charges
(1) The Trust may charge -
(a) for entry onto any land or building vested
in the Trust or of which, under this Act,
the Trust has the control or management;
and
(b) for the use of any convenience, facility or
service provided by the Trust.
(2) Nothing in this section is to be construed as
limiting the powers of the Trust under any other
provision of this Act.
41. By-laws
(1) The Board may make by-laws with respect to the
care, control and management of any property
vested in, or under the control or management
of, the Trust.
(2) Without prejudice to the generality of
subsection (1), the by-laws may make provision
with respect to -
30
National Trust Act 2006
Act No. of
Part 5 - Additional Provisions Relating to Trust s. 41
(a) the prevention of damage or injury to any
property referred to in subsection (1) or
any thing on or in that property; and
(b) the prohibition or control of the removal
of any thing from that property; and
(c) the preservation or protection of the
fauna or flora of the property or of any
living thing kept on or in that property;
and
(d) the prohibition or control of the bringing
into, or over, or the use or possession in
or over, that property of any conveyance
or thing (including a living thing); and
(e) the conduct of persons on or in that
property; and
(f) the exclusion or ejection of persons from
that property or any part of it.
(3) The by-laws -
(a) may apply generally to the property
referred to in subsection (1), or to any
specified area of that property; and
(b) may impose a penalty, not exceeding 5
penalty units, in respect of a
contravention of the by-laws.
(4) The by-laws must be made under the seal of the
Trust.
(5) Section 47 of the Acts Interpretation Act 1931
does not apply to the by-laws and the by-laws
31
National Trust Act 2006
Act No. of
s. 42 Part 5 - Additional Provisions Relating to Trust
are not statutory rules within the meaning of the
Rules Publication Act 1953.
42. Rules
(1) The Trust may make rules for the purposes of
this Act.
(2) Without limiting the generality of subsection (1),
the rules may make provision for or with respect
to all or any of the following matters:
(a) the regulation of the affairs, business and
management of the Trust;
(b) the convening, holding and conduct of
meetings of the members of the Trust,
the Board and any committee established
by the Board;
(c) the quorum at any meeting of members
of the Trust and any committee
established by the Board and the voting
at those meetings (whether by post,
proxy or otherwise);
(d) the election of the directors, Chairperson
and Deputy Chairperson of the Board;
(e) the appointment of a person to fill a
vacancy in the office of Chairperson or
Deputy Chairperson of the Board;
(f) the admission, resignation and expulsion
of members of the Trust;
32
National Trust Act 2006
Act No. of
Part 5 - Additional Provisions Relating to Trust s. 42
(g) the subscriptions payable by, and the
imposition of levies on, members of the
Trust and the recovery of any such
subscriptions and levies;
(h) the duties of the Chairperson and Deputy
Chairperson of the Board;
(i) the establishment, functions and
operations of committees and other
persons or bodies for the purpose of
furthering the objects of the Trust.
(3) Section 47 of the Acts Interpretation Act 1931
does not apply to the rules and the rules are not
statutory rules within the meaning of the Rules
Publication Act 1953.
33
National Trust Act 2006
Act No. of
s. 43 Part 6 - Appointment, Powers, &c., of Administrator
PART 6 - APPOINTMENT, POWERS, &C., OF
ADMINISTRATOR
43. Appointment of Administrator
(1) The Minister, by instrument in writing, may
appoint an Administrator to administer the
affairs, activities, business and management of
the Trust if the Minister is satisfied that it is in
the public interest for an Administrator to be
appointed.
(2) The term for which the Administrator may be
appointed is not to exceed 2 years.
(3) A State Service officer or State Service
employee may hold office as Administrator in
conjunction with State Service employment.
(4) An Administrator is to be paid such
remuneration, allowances and expenses as the
Minister may determine.
(5) Notwithstanding subsection (4), if a State
Service officer or State Service employee is
appointed as Administrator, he or she is entitled
to receive, by way of remuneration, allowances
and expenses, such amounts as the Minister
administering the State Service Act 2000 may
determine.
34
National Trust Act 2006
Act No. of
Part 6 - Appointment, Powers, &c., of Administrator s. 44
44. Functions and powers, &c., of Administrator
(1) On the appointment of an Administrator, the
Minister must serve on the Trust a copy of the
instrument of appointment.
(2) On service on the Trust under subsection (1) of
the instrument of appointment -
(a) the functions and powers of the Trust and
the Board are to be performed and
exercised by the Administrator in the
name and on behalf of the Trust or Board
for the period specified in that instrument
of appointment and in accordance with
any directions given by the Minister; and
(b) the directors cease to hold office; and
(c) any committees established by the Board
may continue to function at the discretion
of the Administrator; and
(d) the Administrator is to be responsible for
the management, affairs, activities and
business of the Trust; and
(e) the Administrator, as soon as practicable,
is to take into his or her custody or under
his or her control all the property and
things in action to which the Trust and
Board are or appear to be entitled; and
(f) any delegation made by the Board ceases
to have effect.
35
National Trust Act 2006
Act No. of
s. 45 Part 6 - Appointment, Powers, &c., of Administrator
(3) Nothing contained in the rules limits the powers
of an Administrator during the term of his or her
office, and the Administrator may perform and
exercise his or her functions and powers.
(4) During the period of administration of the
Trust -
(a) the Administrator may seek advice from
the person who was Chairperson of the
Board and the chairperson of any
committee established by the Board; and
(b) the Minister is to consult with persons to
ensure that appropriate provision is made
for the future of the Trust; and
(c) the Administrator may take such action
and do such things as the Administrator
considers necessary to ensure the proper
management of the affairs, activities and
business of the Trust both during and
after the period of administration.
45. Vacation of office of Administrator, &c.
(1) An Administrator vacates office if -
(a) he or she dies; or
(b) he or she becomes bankrupt, applies to
take the benefit of any law for the relief
of bankrupt or insolvent debtors,
compounds with his or her creditors or
makes an assignment of his or her
36
National Trust Act 2006
Act No. of
Part 6 - Appointment, Powers, &c., of Administrator s. 46
remuneration or estate for their benefit;
or
(c) he or she is convicted, in Tasmania or
elsewhere, of a crime or an offence
punishable by imprisonment for a term of
12 months or longer; or
(d) he or she resigns by written notice given
to the Minister; or
(e) his or her appointment is revoked by the
Minister under subsection (2).
(2) The Minister may revoke the appointment of an
Administrator.
(3) If the office of Administrator is vacated under
subsection (1), the Minister may, by instrument
in writing, appoint another person to fill the
vacancy for the remainder of the Administrator's
term of office.
46. Expenses of administration
(1) The expenses of and incidental to the
administration of the affairs, activities, business
and management of the Trust and Board by an
Administrator are payable by the Trust.
(2) For the purposes of subsection (1), the
remuneration, allowances and expenses of an
Administrator are not expenses of or incidental
to the administration.
37
National Trust Act 2006
Act No. of
s. 47 Part 6 - Appointment, Powers, &c., of Administrator
(3) If an Administrator appointed under section 43 is
a State Service officer or State Service
employee, the amount determined by the
Minister administering the State Service Act
2000 in respect of the remuneration, allowances
and expenses of the officer or employee is not an
expense referred to in subsection (1) and is
payable by the Crown.
47. Liability for losses incurred during administration
An Administrator does not incur any personal
liability for any loss incurred by the Trust or
Board, or by the Administrator while acting in
good faith in his or her capacity as
Administrator, during his or her term of office
unless the loss was attributable to -
(a) his or her wilful misconduct; or
(b) his or her gross negligence; or
(c) his or her wilful failure to comply with
any provision of this Act.
48. Winding up
(1) The Trust may be wound up in the same manner
as that in which a company may be wound up
under the Companies (Tasmania) Code but only
on the ground that it is unable to pay its debts,
and for that purpose Part XII (Winding up) of
that Code applies to the Trust as if it were a
company.
38
National Trust Act 2006
Act No. of
Part 6 - Appointment, Powers, &c., of Administrator s. 48
(2) If the Trust is wound up -
(a) a person is not, as a present or past
member, liable to contribute to the
property of the Trust for the purposes of
payment of its debts or liabilities or of
the costs, charges or expenses of the
winding-up or for the purposes of the
adjustment of the rights of such members
among themselves; and
(b) the property of the Trust alone is liable
for those purposes.
(3) The liquidator appointed for the winding-up of
the Trust is to transfer any property to such body
or person as the Minister may direct, on such
terms (including as to any consideration to be
paid) as the Minister thinks appropriate.
(4) Property ordered to be transferred under this
section is not liable to be applied in discharge of
the Trust's debts or liabilities or of the costs,
charges or expenses of the winding-up, but is to
be transferred subject to any trust, mortgage,
charge or encumbrance to which it was subject
immediately before being transferred.
39
National Trust Act 2006
Act No. of
s. 49 Part 7 - Miscellaneous
PART 7 - MISCELLANEOUS
49. Regulations
(1) The Governor may make regulations for the
purposes of this Act.
(2) Without limiting the generality of subsection (1),
the regulations may provide for fees and charges
payable in respect of any matter under this Act.
(3) The regulations may be made so as to apply
differently according to such factors as are
specified in the regulations.
(4) The regulations may authorise any matter to be
from time to time determined, applied or
regulated by the Board or the managing director.
50. Repeal
The National Trust of Australia (Tasmania) Act
1975 is repealed.
51. Transitional provisions
Schedule 3 has effect with respect to transitional
provisions.
40
National Trust Act 2006
Act No. of
Part 7 - Miscellaneous s. 52
52. Administration of Act
Until provision is made in relation to this Act by
order under section 4 of the Administrative
Arrangements Act 1990 -
(a) the administration of this Act is assigned
to the Minister for Tourism, Arts and the
Environment; and
(b) the department responsible to that
Minister in relation to the administration
of this Act is the Department of Tourism,
Arts and the Environment.
41
National Trust Act 2006
Act No. of
sch. 1
SCHEDULE 1 - DIRECTORS AND MEETINGS OF
BOARD
Sections 13 and 17
PART 1 - DIRECTORS
1. Election of directors
(1) The elected directors are to be elected from
among the members of the Trust by the Trust in
accordance with the rules and regulations.
(2) A person is not eligible for election or
appointment as a director if the person -
(a) is under the age of 18 years; or
(b) holds any other office or place of profit
under the Trust.
(3) The rules for the election of directors must
provide for the individual election of directors.
2. Chairperson and Deputy Chairperson
(1) At the first meeting of the Board held after each
annual general meeting of the Trust, the directors
are to elect from among themselves in
accordance with the rules a Chairperson and
Deputy Chairperson.
(2) The Chairperson and Deputy Chairperson hold
office as such until the election of their
successors at the next such meeting of the Board
42
National Trust Act 2006
Act No. of
sch. 1
in the following calendar year unless earlier
removed from office.
(3) The Board may remove a director from the
office of Chairperson or Deputy Chairperson at
any time.
(4) A person who holds the office of Chairperson or
Deputy Chairperson vacates that office if the
person -
(a) is removed from that office by the Board;
or
(b) resigns that office by instrument in
writing addressed to the Board; or
(c) ceases to be a director.
(5) If a Chairperson or Deputy Chairperson resigns
or is removed from office, the Board may
appoint another director to that office in
accordance with the rules.
3. When office of director becomes vacant
The office of a director becomes vacant if the
director -
(a) dies; or
(b) completes a term of office; or
(c) resigns the office by instrument in
writing addressed to the Board; or
43
National Trust Act 2006
Act No. of
sch. 1
(d) except in the case of the managing
director, ceases to be a member of the
Trust; or
(e) in the case of the managing director, is
removed from office by the Board; or
(f) is absent from 3 consecutive meetings of
the Board of which reasonable notice has
been given to the director personally or
in the ordinary course of post, unless -
(i) on leave granted by the Board; or
(ii) excused by the Board for having
been absent from those meetings,
before the expiration of 4 weeks
after the last of those meetings; or
(g) is removed from office under clause 5; or
(h) becomes bankrupt, applies to take the
benefit of any law for the relief of
bankrupt or insolvent debtors,
compounds with his or her creditors or
makes an assignment of his or her
remuneration for their benefit; or
(i) is diagnosed as suffering from a mental
disorder; or
(j) is convicted in Tasmania of an offence
that is punishable by imprisonment for
12 months or more or is convicted
elsewhere than in Tasmania of an offence
that, if committed in Tasmania, would be
an offence so punishable.
44
National Trust Act 2006
Act No. of
sch. 1
4. Vacancy in office of non-executive director
(1) If the office of a non-executive director becomes
vacant under clause 3, the Board may appoint a
member of the Trust to fill the vacancy during
the remainder of the term of office of the
director.
(2) If, due to vacancies in the offices of non-
executive directors, there are insufficient
directors to constitute a quorum, the managing
director is to appoint members of the Trust to fill
such of those vacancies as are necessary to
constitute a quorum.
5. Disclosure of interests
(1) If -
(a) a director has a direct or indirect
pecuniary interest in a matter being
considered or about to be considered at a
meeting of the Board; and
(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 -
the 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.
(2) A disclosure by a director at a meeting of the
Board that the director -
45
National Trust Act 2006
Act No. of
sch. 1
(a) is a member, 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; or
(c) has some other specified interest relating
to a specified company or other body or
to a specified person -
and is 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 subclause (1).
(3) Particulars of any disclosure made under this
clause are to be recorded by the Board in a book
kept for the purpose and that book is to be open
at all reasonable hours at the principal office of
the Trust to inspection by any member of the
Trust.
(4) After a director has disclosed the nature of an
interest in any matter, the director is not, unless
the Board by special resolution otherwise
determines -
(a) to be present during any deliberation of
the Board with respect to the matter; or
(b) to take part in any decision of the Board
with respect to the matter.
(5) For the purposes of the making of a
determination by the Board by special resolution
46
National Trust Act 2006
Act No. of
sch. 1
under subclause (4), a director who is the subject
of the proposed special resolution is not -
(a) to be present during any deliberation of
the other directors for the purpose of
making the determination; or
(b) to take part in the making by the other
directors of the determination.
(6) A contravention of this clause does not
invalidate any decision of the Board.
(7) The Board may remove a director who
contravenes subclause (1) from office as a
director.
6. Reimbursement of expenses
A director is entitled to be reimbursed such
reasonable expenses as are agreed by the Board.
PART 2 - MEETINGS
1. General procedure
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 rules, to
be as determined by the Board.
47
National Trust Act 2006
Act No. of
sch. 1
2. Quorum
The quorum for a meeting of the Board is 4
directors.
3. Presiding director
The Chairperson of the Board or, in the absence
of the Chairperson, the Deputy Chairperson of
the Board or, in the absence of both the
Chairperson and the Deputy Chairperson,
another director elected to chair the meeting by
the directors present is to preside at a meeting of
the Board.
4. Voting
A decision supported by a majority of the votes
cast at a meeting of the Board at which a quorum
is present is the decision of the Board.
5. Validity of proceedings
(1) An act or proceeding of the Board or of any
person acting under any direction of the Board is
not invalidated or prejudiced by reason only of
the fact that, at the time when the act or
proceeding was done, taken or commenced,
there was a vacancy in the membership of the
Board.
(2) All acts and proceedings of the Board or of any
person acting under any direction of the Board
48
National Trust Act 2006
Act No. of
sch. 1
are, notwithstanding the subsequent discovery of
any defect in the appointment of a director or
that any person was disqualified from acting as,
or incapable of being, a director, as valid as if
the director had been duly appointed and was
qualified to act as, or capable of being, a director
and as if the Board had been fully constituted.
6. Conduct of meetings
(1) Subject to this Act, the Board may regulate the
calling of, and the conduct of business at, its
meetings as it considers appropriate.
(2) The Board may permit directors to participate in
a particular meeting or all meetings by -
(a) telephone; or
(b) video conference; or
(c) any other means of communication
approved by the Board.
(3) A director who participates in a meeting under a
permission granted under subclause (2) is taken
to be present at the meeting.
(4) Without limiting subclause (1), the Board may
allow a person to attend a meeting for the
purpose of advising or informing it on any
matter.
49
National Trust Act 2006
Act No. of
sch. 1
7. Resolutions without meetings
(1) If all directors sign a document containing a
statement that they are in favour of a resolution
in the terms set out in the document, a resolution
in those terms is taken to have been passed at a
meeting of the Board held on the day on which
the document is signed or, if the directors do not
sign it on the same day, on the day on which the
last of the directors signs the document.
(2) If a resolution is taken to have been passed under
subclause (1), each director is to be -
(a) advised immediately of the matter; and
(b) given a copy of the terms of the
resolution.
(3) For the purposes of subclause (1), 2 or more
separate documents containing a statement in
identical terms, each of which is signed by one
or more directors, is taken to constitute one
document.
8. Presumptions
In any proceeding by or against the Trust, unless
evidence is given to the contrary, proof is not
required of -
(a) any resolution of the Trust; and
(b) the presence of a quorum at any meeting
of the Trust.
50
National Trust Act 2006
Act No. of
sch. 2
SCHEDULE 2 - COMMITTEES
Section 22(4)
1. Membership of committees
(1) A committee consists of such number of persons
as the Board determines.
(2) The managing director is to be available to
attend meetings of the audit committee, but is
not to be a member of the committee.
(3) The chairperson of the audit committee must be
a non-executive director.
2. Conditions of appointment
(1) A member of a committee is entitled to be
reimbursed such reasonable expenses as are
agreed by the Board.
(2) A member of a committee holds that office on
such conditions as may be determined by the
Board.
3. Meetings
(1) Meetings of a committee are to be held in
accordance with any directions given by the
Board.
(2) A committee may obtain assistance, information
and advice from any person.
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National Trust Act 2006
Act No. of
sch. 2
(3) Except as provided by this Schedule and the
rules, a committee may regulate the calling of,
and the conduct of business at, its meetings.
4. Disclosure of interests
A member of a committee has the same duties in
respect of the disclosure of interests to the
committee as a director has in respect of the
disclosure of interests to the Board.
52
National Trust Act 2006
Act No. of
sch. 3
SCHEDULE 3 - TRANSITIONAL PROVISIONS
Section 51
1. Interpretation
In this Schedule -
"commencement day" means the day on
which this Act commences;
"Department" means the department
responsible, immediately before the
commencement day, to the Minister for
Tourism, Arts and the Environment in
relation to the Repealed Act;
"former Trust" means the National Trust of
Australia (Tasmania) established under
the Repealed Act;
"President" means the President of the
former Trust appointed under the
Repealed Act;
"Repealed Act" means the National Trust of
Australia (Tasmania) Act 1975.
2. Committees
On the commencement day -
(a) any committee established under the
Repealed Act is dissolved; and
53
National Trust Act 2006
Act No. of
sch. 3
(b) any appointment made under the
Repealed Act is revoked.
3. Covenants
Any covenant that was entered into by the
former Trust under section 19 of the Repealed
Act and that remains in force immediately before
the commencement day is, on and after that day,
taken to have been entered into by the
Tasmanian Heritage Council established under
section 5 of the Historic Cultural Heritage Act
1995 and is enforceable by that Council in the
same manner as the covenant was enforceable by
the former Trust under section 19 of the
Repealed Act immediately before that day.
4. Transfer of property
(1) In this clause -
"transfer day" means the day specified in an
order made under subclause (2) on which
any property, right, liability or obligation
vests in or is transferred to the Trust;
"transferred property" means any property,
right, liability or obligation specified in
an order made under subclause (2) and
vested in or transferred to the Trust.
(2) Within 2 years after the commencement day and
with the agreement of the Minister, the Treasurer
and the Trust, a Minister to whom a Government
54
National Trust Act 2006
Act No. of
sch. 3
department that is responsible for any property,
rights, liabilities and obligations of the Crown is
responsible may, by order -
(a) transfer any of that property (other than
Crown land) or any of those rights,
liabilities and obligations to the Trust;
and
(b) provide for any matter that is incidental
to that transfer.
(3) A transfer referred to in subclause (2) may be
made for valuable consideration or otherwise.
(4) On the day specified in an order made under
subclause (2) -
(a) the property (other than Crown land) and
rights specified in, and transferred by, the
order vest in the Trust; and
(b) the liabilities and obligations specified
in, and transferred by, the order become
the liabilities and obligations of the
Trust.
(5) Except as otherwise provided in an order made
under subclause (2), on and after the transfer
day -
(a) any legal proceedings pending
immediately before the transfer day and
which were instituted by or against the
Crown or a statutory authority in respect
of the transferred property may be
continued by or against the Trust; and
55
National Trust Act 2006
Act No. of
sch. 3
(b) any legal proceedings by or against the
Crown or a statutory authority in respect
of the transferred property to enforce a
right that had accrued, and was in
existence, immediately before the
transfer day may be commenced by or
against the Trust; and
(c) a judgment or order of a court obtained
before the transfer day by or against the
Crown or a statutory authority in respect
of the transferred property may be
enforced by or against the Trust; and
(d) a document addressed to the Crown or a
statutory authority in respect of the
transferred property may be served on
the Trust; and
(e) a contract made or entered into by the
Crown or a statutory authority in respect
of the transferred property before the
transfer day but not performed or
discharged before that day is taken to
have been made or entered into by the
Trust.
(6) If a Minister transfers any property, right,
liability or obligation of a statutory authority to
the Trust under subclause (2), that property,
right, liability or obligation is to be taken to have
been vested in, or to have belonged to, the
Crown immediately before the transfer day.
(7) A person who is a party to a contract is not
entitled to terminate that contract by reason only
56
National Trust Act 2006
Act No. of
sch. 3
of the transfer, under an order made under
subclause (2), of any property, right, liability or
obligation to which that contract relates.
(8) On the recommendation of the Minister, the
Treasurer may, by order, exempt the Trust from
any liability to pay all or any State charges, as
specified in the order, in respect of the transfer
of any property, right, liability or obligation
under this clause.
5. Legal matters
(1) Any legal proceedings instituted by or against
the Crown in respect of anything done or omitted
by the former Trust which are pending
immediately before the commencement day may
be continued by or against the Trust.
(2) Legal proceedings by or against the Crown in
respect of anything done or omitted by the
former Trust, to enforce a right that had accrued,
and was in existence, immediately before the
commencement day, may be commenced by or
against the Trust.
(3) A judgment or order of a court obtained by or
against the Crown in respect of anything done or
omitted by the former Trust may be enforced by
or against the Trust.
(4) A document relating to legal proceedings
concerning the former Trust, and addressed to
the Department, the Crown in respect of the
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National Trust Act 2006
Act No. of
sch. 3
Department or the former Trust, may be served
on the Trust.
(5) A contract made or entered into by the Crown in
respect of anything done or omitted by the
former Trust, but not performed or discharged
before the commencement day, is taken, on and
after that day, to have been made or entered into
by the Trust.
6. References to President
A reference in any Act or other document to the
President is taken to be a reference to the
managing director.
58 Government Printer, Tasmania