Version No. 001
Geelong Grammars Schools Amalgamations
Act 1977
Act No. 8994/1977
Version as at 20 October 1999
TABLE OF PROVISIONS
Section
1.
Short title, commencement and Division into Parts
2.
Definitions
PART 1—AMALGAMATION OF CLYDE AND GEELONG
GRAMMAR
3.
4.
5.
Page
3
4
6
Definition
Validation of Agreement
Validation of appointment and acts of custodian trustees,
trustees and special trustees
Transfer of property etc. of Clyde to Geelong Grammar
Provisions as to special trusts
Sale of property of Clyde at Woodend
6
6
10
10
PART 2—AMALGAMATION OF THE HERMITAGE AND
GEELONG GRAMMAR
13
6.
7.
8.
9.
10.
11.
12.
Definition
Validation of Agreement
Transfer of property of Hermitage to Geelong Grammar
Effect of transfer of property
PART 3—GENERAL
13.
14.
6
6
13
13
13
13
16
Saving of certain trusts, donations, bequests and scholarships
Act to have precedence over inconsistent instruments and
laws
__________________
16
18
SCHEDULES
19
SCHEDULE 1—Agreement relating to amalgamation of Geelong
Church of England Grammar School and Clyde
School
19
i
Section
Page
SCHEDULE 2—Agreement relating to amalgamation of Geelong
Church of England Grammar School and Geelong
Church of England Girls Grammar School
25
═══════════════
ENDNOTES
31
1. General Information
31
2. Table of Amendments
32
3. Explanatory Details
33
ii
Version No. 001
Geelong Grammars Schools Amalgamations
Act 1977
Act No. 8994/1977
Version as at 20 October 1999
An Act to make Provision with respect to the Amalgamation of
Clyde School and Geelong Church of England Girls' Grammar
School with Geelong Church of England Grammar School.
Preamble
WHEREAS Geelong Church of England Grammar
School (hereinafter called "Geelong Grammar") is
a company limited by guarantee incorporated
under the Companies Act 1961 and conducts a
school for boys and girls at Highton and Corio,
Geelong and elsewhere:
AND WHEREAS Clyde School (hereinafter called
"Clyde") is a company limited by shares
incorporated under the Companies Act 1915 and
until the end of the year 1975 conducted a school
for girls at Braemar, Woodend:
AND WHEREAS it has been proposed that the
schools conducted by Clyde and Geelong
Grammar should be amalgamated in accordance
with the Agreement set out in Schedule 1:
AND WHEREAS in furtherance of the proposed
amalgamation C.B.A. Nominees Limited and
Clarence Keith Taylor (hereinafter called the
"custodian trustees") have purported to transfer to
persons nominated by Geelong Grammar certain
shares in Clyde registered in their names and held
by them as nominees for the trustees of a trust deed
dated the 31st day of May, 1921 and known as the
Clyde Girls' Grammar School Trust Deed 1921
(hereinafter called "the Trust Deed"):
1
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Preamble
AND WHEREAS the trustees of the Trust Deed
have in reliance upon the Trust Deed purported to
transfer to Geelong Grammar all the property
vested in them as such trustees and to retire after
appointing persons nominated by Geelong
Grammar to act in their place:
AND WHEREAS the trustees of the trusts relating
to certain funds administered in connexion with the
school conducted by Clyde, namely the Clyde
School Building and Maintenance Fund, the Moira
Kimpton Memorial Library Fund, the Nancy
Laidlaw Educational Trust and the Lytton Stephens
Scholarship Fund (hereinafter called "the special
trusts") have purported to appoint persons
nominated by Geelong Grammar to act as trustees
of the special trusts:
AND WHEREAS Geelong Church of England
Girls' Grammar School (hereinafter called "the
Hermitage") is an unincorporated association the
governing body of which is a council and until the
end of the year 1975 conducted a school for girls at
Highton, Geelong:
AND WHEREAS it has been proposed that the
schools conducted by the Hermitage and Geelong
Grammar should be amalgamated in accordance
with the Agreement set out in Schedule 2:
AND WHEREAS in furtherance of the proposed
amalgamation the council of the Hermitage and the
Church of England Trust Corporation for the
Diocese of Melbourne established under the Act
No. 797 (hereinafter called "the Trust
Corporation") have purported to transfer to
Geelong Grammar the property vested in them and
used in connexion with the operation of the school
conducted by the Hermitage:
2
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
s. 1
AND WHEREAS doubts have arisen as to—
(a) the validity of the appointment of the custodian
trustees and the persons who have from time to time
acted as trustees of the Trust Deed and of the special
trusts and of the acts of those persons;
(b) the power of Geelong Grammar to apply the property
transferred to it as hereinbefore mentioned for the
benefit of the school conducted by it and the power of
the trustees of the special trusts to apply the property
subject to those trusts for the benefit of that school;
and
(c) the validity of the Agreements set out in Schedule 1
and Schedule 2:
AND WHEREAS it is expedient to make
provision—
(a) for the winding up of Clyde and the dissolution of the
Hermitage;
(b) for the application of the property hereinbefore
mentioned and the property subject to certain trusts
donations gifts and bequests; and
(c) for certain other matters in connexion with the
proposed amalgamation—
as hereinafter enacted:
BE IT THEREFORE ENACTED by the Queen's Most
Excellent Majesty by and with the advice and consent of the
Legislative Council and the Legislative Assembly of Victoria
in this present Parliament assembled and by the authority of
the same as follows (that is to say):
1. Short title, commencement and Division into Parts
(1) This Act may be cited as the Geelong Grammar
Schools Amalgamations Act 1977.
(2) This Act shall come into operation on the day on
which it receives the Royal Assent.
3
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
s. 2
(3) This Act is divided into Parts as follows:
Part I— Amalgamation of Clyde and Geelong
Grammar ss 3–8.
Part II— Amalgamation of the Hermitage and
Geelong Grammar ss 9–12.
Part III—General ss 13, 14.
2. Definitions
(1) In this Act unless inconsistent with the context or
subject-matter—
"Clyde" means Clyde School;
"custodian trustees" means C.B.A. Nominees
Limited and Clarence Keith Taylor in the
nominee capacity referred to in the preamble
to this Act;
"Geelong Grammar" means Geelong Church of
England Grammar School;
"Hermitage" means the Geelong Church of
England Girls' Grammar School;
"land" includes all real estate messuages
tenements lands and hereditaments of any
tenure and any right easement power or
privilege over or affecting land;
"liabilities" means duties and obligations of
every description and includes contingent
liabilities;
"property" includes any thing in action and any
interest in real or personal property;
"special trustees" means the trustees of the
special trusts;
4
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
s. 2
"special trusts" means trusts relating to the
following funds—
the Clyde School Building and Maintenance
Fund;
the Moira Kimpton Memorial Library Fund;
the Nancy Laidlaw Educational Trust; and
the Lytton Stephens Scholarship Fund;
"Trust Corporation" means the Church of
England Trust Corporation for the Diocese
of Melbourne;
"Trust Deed" means the Clyde Girls' Grammar
School Trust Deed 1921;
"trustees" means the trustees of the Trust Deed;
"will" includes a codicil and any other
testamentary disposition.
(2) In this Act—
(a) any reference to the council of Clyde is a
reference to the council constituted by the
Articles of Association of Clyde;
(b) any reference to the council of the Hermitage
is a reference to the governing body thereof;
and
(c) any reference to the council of Geelong
Grammar is a reference to the council
constituted by the Articles of Association of
Geelong Grammar.
_______________
5
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 3
PART I—AMALGAMATION OF CLYDE AND GEELONG
GRAMMAR
3. Definition
In this Part "Agreement" means the Agreement a
copy of which is set out in Schedule 1.
4. Validation of Agreement
The Agreement is hereby approved validated and
ratified except insofar as it is inconsistent with
this Act.
5. Validation of appointment and acts of custodian
trustees, trustees and special trustees
(1) The custodian trustees and the persons who were
nominated by Geelong Grammar and appointed to
be trustees and special trustees as recited in the
preamble to this Act and all other persons who
have at any time before the commencement of this
Act acted as trustees or special trustees shall be
deemed to have been duly appointed.
(2) All acts of the persons referred to in sub-section
(1) done before the commencement of this Act
which purported to have been done in exercise of
the powers and functions of custodian trustees,
trustees or special trustees shall be deemed to
have been acts done in the due and proper exercise
of those powers and functions and shall not be
called in question or challenged in any proceeding
in any court whatsoever.
6. Transfer of property etc. of Clyde to Geelong
Grammar
(1) The transfer by the custodian trustees to Geelong
Grammar of the shares in Clyde registered in their
names is hereby validated.
6
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 6
(2) On and from the transfer of the shares referred to
in sub-section (1)—
(a) all the shares in Clyde remaining
untransferred shall be deemed to be and to
have been transferred to Geelong Grammar;
(b) Geelong Grammar shall have in relation to
the shares deemed to have been transferred
pursuant to paragraph (a) all the rights
powers duties and obligations conferred or
imposed upon the persons who were
immediately before the transfer the holders
thereof and Geelong Grammar shall be and
become the successor in law of those
holders; and
(c) the rights of the former holders of the shares
referred to in paragraph (a) and of any other
persons in relation thereto shall be absolutely
extinguished.
(3) Every transfer of property made by the trustees to
Geelong Grammar is hereby validated.
(4) Geelong Grammar shall apply the property to
which this section relates for the benefit of the
school conducted by Geelong Grammar and in
particular but without in any way limiting the
generality of the foregoing in or towards—
(a) acquiring sites for buildings or grounds for
recreation at or near the school;
(b) erecting or fitting out new school houses
chapels hospitals halls or buildings or
restoring altering enlarging maintaining
fitting out or extending the existing buildings
of the school and laying out or improving
recreational grounds courts lawns and
greens;
7
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 6
(c) providing maintaining or improving the
equipment fittings furniture and apparatus of
the school;
(d) establishing scholarships and prizes (whether
in competition among pupils of the school or
for other boys or girls or boys and girls, on
condition that they become pupils of the
school);
(e) providing increasing or contributing towards
the salaries of and relief of teachers matrons
secretaries clerks and other officers or
servants of the school; and
(f) generally providing for the maintenance or
furtherance of education at the school.
(5) As from the time at which any property referred to
in sub-sections (1), (2) and (3) was transferred or
deemed to have been transferred to Geelong
Grammar—
(a) Geelong Grammar shall be deemed to have
assumed responsibility for all liabilities
which were immediately before that time
binding upon the persons making or deemed
to make the transfer in relation to that
property and any claim action proceeding or
other step in relation thereto may be brought
taken made or enforced against Geelong
Grammar;
(b) the trustees and the custodian trustees shall
severally be discharged from all liability in
relation to that property;
(c) Geelong Grammar shall in relation to that
property be deemed to have become the
successor in law of the trustees or of the
custodian trustees;
8
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 6
(d) all contracts agreements deeds bonds or
other instruments lawfully entered into or
made and subsisting immediately before that
time in relation to that property or the
administration of that property shall be as
binding and of as full force and effect against
or in favour of Geelong Grammar and may
be enforced as fully and effectually as if
instead of the trustees or the custodian
trustees (as the case may be) Geelong
Grammar had been a party thereto;
(e) any action arbitration or proceeding and any
cause of action which was immediately
before that time pending or existing by or in
favour of or against the trustees or the
custodian trustees in relation to that property
shall not be abated is continued or
prejudicially affected by reason of the
provisions of this Act but may be prosecuted
continued or enforced by against or in favour
of Geelong Grammar in the same manner in
which it might have been prosecuted
continued or enforced by against or in favour
of the trustees or the custodian trustees if this
Act had not been enacted; and
(f) all acts matters and things of a continuing
nature made done or commenced by or on
behalf of the trustees or the custodian
trustees before that time which have any
force or effect or are capable of acquiring
any force or effect shall be deemed to have
been made done or commenced by or in
relation to Geelong Grammar and shall have
effect and may be continued or completed by
or in relation to Geelong Grammar
accordingly.
9
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 7
7. Provisions as to special trusts
The following provisions shall apply to and with
respect to the special trusts—
(a) the special trustees are hereby discharged
from any obligation (whether under the
instrument creating the special trust or
otherwise) to apply the property and funds
vested in them as special trustees for or in
connexion with the operation of the school
conducted by Clyde; and
(b) the special trustees are hereby authorized and
directed to apply the property and funds
vested in them as special trustees for or in
connexion with the operation of the school
conducted by Geelong Grammar and the
instruments constituting the special trusts
shall with such modifications as are
necessary be read and construed accordingly.
8. Sale of property of Clyde at Woodend
(1) Clyde is hereby authorized—
(a) to sell the lands and buildings situated at
Braemar, Woodend and all other property
vested in or belonging to Clyde; and
(b) to apply the proceeds of sale for or towards
the satisfaction of the liabilities of Clyde and
to apply any moneys remaining after those
liabilities have been satisfied for the benefit
of Geelong Grammar in accordance with the
Agreement.
(2) Upon a day to be fixed by proclamation of the
Governor in Council published in the Government
Gazette (being a day after the completion of the
sale and transfer of the property referred to in subsection (1))1—
10
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 8
(a) Clyde shall be dissolved;
(b) Geelong Grammar shall become in all
respects the successor in law of Clyde;
(c) Geelong Grammar shall have all the rights
powers duties and obligations which were
immediately before the proclaimed day
conferred or imposed upon Clyde;
(d) all contracts agreements deeds conveyances
leases licences bonds or other instruments
made or entered into by or on behalf of
Clyde and subsisting immediately before the
proclaimed day shall be as binding and of as
full force and effect against or in favour of
Geelong Grammar, and may be enforced as
fully and effectually as if instead of Clyde
Geelong Grammar had been a party thereto;
(e) any action arbitration or proceeding and any
cause of action which was immediately
before the proclaimed day pending or
existing by or in favour of or against Clyde
shall not be abated discontinued or
prejudicially affected by reason of the
provisions of this section, but may be
prosecuted continued or enforced by or
against Geelong Grammar in the same
manner in which it might have been
prosecuted continued or enforced by against
or in favour of Clyde if this Act had not be
enacted; and
(f) all acts matters and things of a continuing
nature made done or commenced by against
or in relation to Clyde before the proclaimed
day which have any force or effect or are
capable of acquiring any force or effect shall
be deemed to have been made done or
commenced by or in relation to Geelong
Grammar and shall have effect and may be
11
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part I—Amalgamation of Clyde and Geelong Grammar
s. 8
continued or completed by or against or in
relation to Geelong Grammar.
_______________
12
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part II—Amalgamation of the Hermitage and Geelong Grammar
s. 9
PART II—AMALGAMATION OF THE HERMITAGE AND
GEELONG GRAMMAR
9. Definition
In this Part "Agreement" means the Agreement a
copy of which is set out in Schedule 2.
10. Validation of Agreement
The Agreement is hereby approved validated and
ratified except insofar as it is inconsistent with
this Act.
11. Transfer of property of Hermitage to Geelong
Grammar
(1) The council of the Hermitage is hereby authorized
to transfer to Geelong Grammar all the property
vested in or held by or belonging to it in
connexion with the conduct of the school
conducted by the Hermitage.
(2) The Trust Corporation is hereby authorized to
transfer to Geelong Grammar all the property
vested in it and used in connexion with the
conduct of the school conducted by the
Hermitage.
12. Effect of transfer of property
Upon the transfer to Geelong Grammar of any
property mentioned in section 11—
(a) Geelong Grammar shall assume
responsibility for all liabilities which are
immediately before the transfer subsisting in
relation to that property and any claim action
proceeding or other step in relation thereto
may be brought taken made or enforced
against Geelong Grammar;
13
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part II—Amalgamation of the Hermitage and Geelong Grammar
s. 12
(b) the council of the Hermitage and the Trust
Corporation shall severally be discharged
from all liabilities in relation to that property;
(c) the management and administration of any
property which is immediately before the
transfer managed and administered by the
council of the Hermitage shall vest in
Geelong Grammar;
(d) the council of the Hermitage shall go out of
office and Geelong Grammar shall have the
rights powers and duties conferred or
imposed upon the council and shall in all
respects be the successor in law of the
council;
(e) Geelong Grammar shall in relation to that
property have any rights powers or duties
and be subject to any liabilities conferred or
imposed upon the Trust Corporation in
relation thereto and shall in relation thereto
become the successor in law of the Trust
Corporation;
(f) the Hermitage shall be dissolved;
(g) Geelong Grammar shall apply that property
in accordance with the Agreement;
(h) all contracts agreements deeds bonds and
other instrument lawfully entered into or
made and subsisting immediately before the
transfer in relation to that property shall be
as binding and of as full force and effect in
all respects against or in favour of Geelong
Grammar and may be enforced as fully and
effectually as if instead of the council of the
Hermitage or the Trust Corporation Geelong
Grammar had been a party thereto;
14
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part II—Amalgamation of the Hermitage and Geelong Grammar
s. 12
(i) any action arbitration or proceeding and any
cause of action which was immediately
before the transfer pending or existing by or
in favour of or against the council or
members of the Hermitage or the Trust
Corporation in relation to that property shall
not be abated or discontinued or prejudicially
affected by reason of the provisions of this
Act but may be prosecuted continued or
enforced by against or in favour of Geelong
Grammar in the same manner in which it
might have been prosecuted continued or
enforced by against or in favour of the
council or the members of the Hermitage or
the Trust Corporation if this Act had not
been enacted; and
(j) all acts matters and things of a continuing
nature made done or commenced by or on
behalf of the council of the Hermitage or the
Trust Corporation in relation to that property
immediately before the transfer which have
any force or effect or are capable of
acquiring any force or effect shall be deemed
to have been made done or commenced by or
in relation to or on behalf of Geelong
Grammar and shall have effect and may be
continued or completed by or in relation to
or on behalf of Geelong Grammar
accordingly.
_______________
15
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part III—General
s. 13
PART III—GENERAL
13. Saving of certain trusts, donations, bequests and
scholarships
(1) Subject to sub-section (2), every donation gift
disposition bequest or trust of property real or
personal made or declared either before or after
the commencement of this Act and whether by
deed will or otherwise shall not fail by reason of
any provision of this Act but shall take effect as
if—
(a) any reference therein to Clyde or the
Hermitage were a reference to Geelong
Grammar;
(b) any reference therein to a school conducted
by Clyde or the Hermitage were a reference
to a school conducted by Geelong Grammar;
(c) any reference therein to the council of Clyde
or of the Hermitage were a reference to the
council of Geelong Grammar;
(d) any reference therein to the girls or pupils or
former pupils of Clyde or the Hermitage
included a reference to the pupils or former
pupils of Geelong Grammar (as the case may
be);
(e) any reference therein to any committee
office holder or teacher member of staff
officer or servant of Clyde or the Hermitage
included a reference to the corresponding
committee or the person holding the
corresponding office or employed in the like
capacity at or in connexion with Geelong
Grammar;
16
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part III—General
s. 13
(f) any reference therein to any association of
former pupils of Clyde or of the Hermitage
included a reference to an association for the
former pupils of Geelong Grammar; and
(g) any reference therein by whatever name to
any other organization association or body in
relation to Clyde or the Hermitage included a
reference to an association organization or
body formed for the like purpose in relation
to Geelong Grammar.
(2) Where any fund is vested in any person as trustee
for the purpose of providing any bursary
scholarship or prize for the pupils of the school
conducted by Clyde or the Hermitage or for
persons who are to become pupils or to enable
persons to become pupils or on condition that the
persons to whom the bursary scholarship or prize
is awarded become pupils of that school—
(a) if under the terms of the trust the bursary
scholarship or prize is capable of being
awarded to both boys and girls, that trust
shall not fail by reason of any of the
provisions of this Act but the fund shall be
applied for the purpose of providing the
bursary scholarship or prize in relation to the
school conducted by Geelong Grammar in as
nearly as possible the same way in which it
might have been provided in relation to the
school conducted by Clyde or the Hermitage;
and
(b) if under the terms of the trust the bursary
scholarship or prize is capable of being
awarded only to girls, that trust shall not fail
by reason of any of the provisions of this Act
but the fund shall be applied for the purpose
of providing the bursary scholarship or prize
in relation to the school conducted by
17
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Part III—General
s. 14
Geelong Grammar for the benefit of girls
only in as nearly as possible the same way in
which it might have been provided in
relation to the school conducted by Clyde or
the Hermitage.
14. Act to have precedence over inconsistent
instruments and laws
The provisions of this Act shall have effect
notwithstanding anything to the contrary in any
instrument or in any Act or rule of law.
__________________
18
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
SCHEDULES
SCHEDULE 1
AGREEMENT RELATING TO AMALGAMATION OF GEELONG
CHURCH OF ENGLAND GRAMMAR SCHOOL AND CLYDE
SCHOOL
THIS DEED is made the 28th day of December, 1975 between GEELONG
CHURCH OF ENGLAND GRAMMAR SCHOOL a Company limited by
guarantee incorporated under the Companies Act 1961 of the State of
Victoria the registered office of which is situated at Corio (hereinafter called
"Geelong Grammar") of the first part, CLYDE SCHOOL a Company limited
by shares incorporated under the Companies Act 1915 of the said State the
registered office of which is situated at the office of Messrs. Tovell and
Lucas, Charter House, 4 Bank Place Melbourne (hereinafter called "Clyde")
of the second part, SANDFORD SAUL NEVILLE of "Darriwill Park"
Bannockburn, CHARLES KELLOW McMILLAN of 93 St. Vincent Place
South Albert Park, CATHERINE ALICE de PLEDGE ALSTON of
"Oaklands" Oaklands Junction, MARY ENGE BAGNALL of 573 Burke
Road Camberwell, ELIZABETH ANNE CORDNER of "Ashmead"
Greensborough, IAN DAVID PHIPPS of 7 Como Avenue South Yarra,
JOHN FREDERICK HONEY POOLMAN of 2 Gahan Court Toorak and
REGINALD NEIL WALFORD of 8 Wilks Avenue Malvern (hereinafter
called "the Trustees") of the third part and C.B.A. NOMINEES LIMITED the
registered office of which is situated at 335 Collins Street Melbourne and
CLARENCE KEITH TAYLOR of Charter House, 4 Bank Place Melbourne
(hereinafter called "the Custodian Trustees") of the fourth part.
WHEREAS:
A. Geelong Grammar carries on a school for boys and girls at Corio in the
State of Victoria and elsewhere in the said State and Clyde presently
carries on a school for girls at Woodend in the said State.
B. Clause 2(a) of the Memorandum of Association of Clyde empowers
Clyde (inter alia) to amalgamate with any person or persons or company
carrying on any school or schools.
C. Clyde desires to exercise the above-mentioned power by amalgamating
with Geelong Grammar to form a new combined school at Corio
aforesaid (hereinafter called "the combined school") as from the 1st day
of January 1976.
D. The Trustees are the Trustees for the time being of the trusts set out and
described in a Trust Deed dated the 31st day of May 1921 and known as
"Clyde Girls Grammar School Trust Deed 1921".
19
Section 3.
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
E. The authorized capital of Clyde consists of 4000 ordinary shares of $10
each of which 1513 have been issued.
F. C.B.A. Nominees Limited is the registered holder of 1461 ordinary shares
in Clyde under and by virtue of an Indenture dated the 31st day of
October 1963 pursuant to which it holds the said shares as nominee for
the Trustees.
G. Clarence Keith Taylor is the registered holder of one ordinary share in
Clyde under and by virtue of an Indenture dated the 2nd day of June 1967
pursuant to which he holds the said share as nominee for the Trustees.
H. The several persons whose names are set out in the Schedule hereto are
registered as the holders of the remainder of the said issued ordinary
shares in Clyde but can no longer be traced.
I. Clause 1 of the said Indentures provides that the Custodian Trustees shall
hold the said shares as nominees for the Trustees and their duly appointed
successors and shall apply the said shares and any income thereof towards
such of the purposes mentioned in Clause 6 of the said Trust Deed as the
Trustees or their duly appointed successors may from time to time in
writing direct.
J. Clause 8 of the said Trust Deed empowers the Trustees to transfer any
property held by them for the general purposes of the trust to a
corporation which shall undertake to apply the same for or towards such
of the purposes mentioned in Clause 6 of the said Trust Deed as may be
determined by the Trustees.
K. To effect the said amalgamation the Trustees desire to exercise the power
given to them by the said Clause 8 by directing that the Custodian
Trustees transfer the shares registered in their names to Geelong
Grammar.
NOW THIS DEED WITNESSETH and IT IS HEREBY AGREED as
follows:
1.
The Custodian Trustees and Geelong Grammar shall forthwith execute
transfers of the shares in Clyde held by the Custodian Trustees to
Geelong Grammar or its nominees and Clyde shall duly register the
same.
2.
Geelong Grammar shall apply the said shares for the benefit of the
combined school and more particularly and without limiting the
generality of the foregoing for or towards all or any of the purposes set
out in sub-clauses 1 to 7 of Clause 6 of the said Trust Deed.
3.
Geelong Grammar shall build a suitable residential complex for senior
girls at Corio to be called Clyde House for the purpose of housing pupils
and prospective pupils of Clyde School and pupils of the combined
school.
20
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
4.
Clyde shall sell all of its property at Woodend as soon as practicable and
shall be assisted in its endeavours to do so by Geelong Grammar
provided however that Clyde shall not negotiate any sales without the
sale price, the terms for payment and the purchaser being first approved
by Geelong Grammar.
5.
(1) The proceeds of the sale of Clyde's property at Woodend after
payment of all expenses incurred by and associated with the sale
shall be used—
(a) first in the payment of the liabilities of Clyde;
(b) secondly in the reimbursement to Geelong Grammar of any
liabilities of Clyde which it may have paid and interest on the
amount so paid from the time of payment until the time of the
receipt of such proceeds;
(c) thirdly in the setting up and erection of a residential complex at
Geelong Grammar School, Corio, consisting of units each to
house approximately sixteen girls and an administration block
plus the surroundings and two tennis courts and in the
reimbursement to Geelong Grammar of any amounts paid by it
for the aforesaid purposes plus any interest on such amounts so
paid from the time of payment until the time of actual receipt
of the proceeds of sale. The above complex will be known as
"Clyde House";
(d) fourthly in the expense of shifting furniture and fittings from
Woodend to Corio or reimbursing Geelong Grammar for so
doing plus interest on the amount so spent from the time of
payment until the time of the receipt of the proceeds of sale
plus the cost of installation of such furniture and fittings;
(e) fifthly in contributing one-third of the cost of the erection of
eight new classrooms presently being erected at Geelong
Grammar School in part for the use of the girls from Clyde,
and in the event of Geelong Grammar having made any
payments towards the erection of the said classrooms then in
the repayment of one third interest on such payments from the
time of payment to the time of the receipt of the proceeds of
sale.
(2) (a)
Should there be any residue after payment or satisfaction of the
amounts referred to in the preceding sub-clause, up to
$100 000 thereof shall be invested and the income therefrom
shall be used to fund a scholarship or scholarships which shall
be designated by an appropriate name or names for the benefit
of the children or grandchildren of Clyde Old Girls who from
time to time are students at Geelong Grammar;
21
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
(b) the said scholarship fund shall after its formation be open to
subscription to increase its funds to any person firm or
corporation;
(c) should no candidate or insufficient candidates for such
scholarships satisfy the requirements prescribed for obtaining
of such scholarships by the Headmaster or by the Council of
Geelong Grammar the income not needed for such scholarships
may be applied for a general scholarship or scholarships to a
student or students other than the child or children or
grandchild or grandchildren of Clyde Old Girls.
(3) Any reference in this Clause to interest shall mean interest at the rate
charged by the A.N.Z. Banking Group Ltd. on bank overdraft from
time to time from the time the amount on which it is to be calculated
was expended by Geelong Grammar School until repayment of that
amount as aforesaid.
6.
Clyde may make it a term of any sale of the abovementioned property
that the name "Clyde" shall not be used in association with the said
property by the purchaser.
7.
All Clyde pupils enrolled for the 1976 academic year shall be accepted
for admission to the combined school and all pupils registered for entry
to Clyde in future years who so desire shall be accepted for admission to
the combined school.
8.
Clyde School uniforms shall be accepted at the combined school until
worn out at which time the uniform of the combined school shall be
used.
9.
The names of present Clyde scholarships will be retained. Present Clyde
scholarship holders shall receive no less favourable benefits from the
combined school than they would be entitled to receive from Clyde.
10. The subjects and activities offered at the combined school in 1976 and
1977 shall include all those subjects presently available at Clyde.
Arrangements shall be made for a wide range of sporting activities to be
available for girls at the combined school.
11. As from the 1st day of January 1976 the Headmistress of Clyde shall be
given a senior position at the combined school with responsibilities for
those Clyde pupils who transfer to the combined school and on the same
basis of tenure as applies generally to other senior staff at Geelong
Grammar.
12. The Headmaster of Geelong Grammar and the Headmistress of Clyde
shall together determine which members of Clyde's teaching staff will
be offered teaching positions at the combined school. For those who are
offered and who accept such positions provision shall be made by the
combined school so that no entitlement to accrued superannuation
benefits will be foregone.
22
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
13. The present members of Clyde's Council shall remain in office until the
31st day of December 1975 at which date they shall resign. Prior to such
resignation Clyde's Council shall, pursuant to paragraph (f) of Article 47
of the Articles of Association of Clyde, appoint by co-option five
persons nominated by Geelong Grammar to be members of the Council
as from the end of December 1975.
14. Clyde shall if requested to do so by Geelong Grammar increase the fees
of Clyde for the year 1975 by an amount that is sufficient to prevent the
operating deficit for the year 1975 exceeding $70 000 provided that
Clyde's fees shall not at any time exceed Geelong Grammar's fees.
15. Geelong Grammar accepts as correct the financial statements of Clyde
to the 31st day of January 1974 as prepared by Messrs. Tovell and Lucas
and audited by Messrs. McGregor and Court.
16. Geelong Grammar will hold Clyde's Council indemnified against any
future liabilities not disclosed in the Audited Balance Sheet of Clyde at
the 31st day of January 1975 except future expenditure capital or
extraordinary not approved by Geelong Grammar.
IN WITNESS whereof the parties hereto have executed this Deed the day and
year first hereinbefore written.
CLYDE SCHOOL UNTRACEABLE SHAREHOLDERS
Number of
shares
Name
Miss Agnes Marion, Aitchison, 16 Oakwood Avenue, Brighton
Mrs Blanch Antoinette Beatty "Bass Lodge" Flinders
Miss Fiona Chetwynd Inglis, c/o Messrs. Smith and Emmerton,
480 Bourke Street, Melbourne
Mrs Sheila Chetwynd Legge, c/o Messrs. Smith and Emmerton,
480 Bourke Street, Melbourne
Mrs. Fanny MacFarlane, "Walderah", Ungarie, N.S.W.
Mrs. Noel Vivian Gordon Nicholson, "Rowalton" Parkaway
Mr. William Nichol, "The Retreat", Beach Road, Black Rock
Mrs. Loran Rumsay, "The Hill" Murphy Street, South Yarra
Miss Ivy Simson, 80 Cromwell Road, South Yarra
Mrs. Ethel Wilkinson, Edward Street, Deniliquin, N.S.W.
2
3
10
10
1
1
20
1
2
1
51
23
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 1
THE COMMON SEAL OF GEELONG
CHURCH OF ENGLAND GRAMMAR
SCHOOL was hereto affixed in the presence of:
N. E. BENDER, Director
E. J. WINCHESTER, Secretary



L.S.
THE COMMON SEAL OF CLYDE SCHOOL
was hereto affixed in the presence of:



L.S.
SIGNED SEALED AND DELIVERED by the
said SANDFORD SAUL NEVILLE in the
presence of: C. K. TAYLOR

 S. NEVILE

L.S.
SIGNED SEALED AND DELIVERED by the
said CHARLES KELLOW McMILLAN in the
presence of: C. K. TAYLOR

 C. K. McMILLAN

L.S.
SIGNED SEALED AND DELIVERED by the
said CATHERINE ALICE de PLEDGE
ALSTON in the presence of: C. K. TAYLOR

 C. A. ALSTON

L.S.
SIGNED SEALED AND DELIVERED by the
said MARY ENGE BAGNALL in the presence
of: C. K. TAYLOR

 M. E. BAGNALL

L.S.
SIGNED SEALED AND DELIVERED by the
said ELIZABETH ANNE CORDNER in the
presence of: C. K. TAYLOR

 ANNE CORDNER

L.S.
SIGNED SEALED AND DELIVERED by the
said IAN DAVID PHIPPS in the presence of:
C. K. TAYLOR

 IAN D. PHIPPS

L.S.
SIGNED SEALED AND DELIVERED by the
said JOHN FREDERICK HONEY POOLMAN
in the presence of: C. K. TAYLOR

 J. F. H. POOLMAN

L.S.
SIGNED SEALED AND DELIVERED by the
said REGINALD NEIL WALFORD in the
presence of: C. K. TAYLOR

 R. N. WALFORD

L.S.
THE COMMON SEAL of C.B.A. NOMINEES
LIMITED was hereto affixed in the presence of:
M. R. MEPHAM, Director



L.S.
SIGNED SEALED AND DELIVERED by the
said CLARENCE KEITH TAYLOR in the
presence of: J. LINFORD

 C. K. TAYLOR

L.S.
S. NEVILE, Director
R. N. WALFORD, Director
C. K. TAYLOR, Secretary
_______________
24
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
SCHEDULE 2
AGREEMENT RELATING TO AMALGAMATION OF GEELONG
CHURCH OF ENGLAND GRAMMAR SCHOOL AND GEELONG
CHURCH OF ENGLAND GIRLS GRAMMAR SCHOOL
THIS DEED is made this 11th day of December 1975 BETWEEN
GEELONG CHURCH OF ENGLAND GRAMMAR SCHOOL a Company
limited by guarantee and incorporated under the Companies Act 1961 of the
State of Victoria the registered office of which is situated at Corio in the said
State (hereinafter called "Geelong Grammar") of the first part and The
Venerable JOHN VANCE GASON of Talbot Street, Newtown JAMES
FORD STRACHAN of Noble Street, Newtown ROBERT WILLIAM
PURNELL of 89 Prospect Road, Newtown RICHARD FRANK LLOYD
ANNOIS of North Valley Road, Highton HEATHER MARY VINES of
31 Morris Street, Belmont MOLLIE GRAHAM AGAR of 282 LaTrobe
Terrace, Geelong HELEN BOTTERILL of 41 Aphrasia Street, Newtown
GRAEME GOLDSWORTHY of 163 Barrabool Road, Highton and The
Reverend ARTHUR DE QUETTEVILLE ROBIN of LaTrobe Terrace, West
Geelong all in the State of Victoria being the members for the time being of
the Council of the Geelong Church of England Girls Grammar School, the
Hermitage (hereinafter referred to as "the Council") of the second part, and
THE CHURCH OF ENGLAND TRUSTS CORPORATION for the Diocese
of Melbourne being a body corporate pursuant to the Trusts Corporation
Act 1884 being Act Number 797 of the Victorian Parliament (hereinafter
called "the Corporation") of the third part.
WHEREAS:
A. Geelong Grammar conducts a school for boys and girls at Corio and
elsewhere in the State of Victoria and the Council conducts a school for
girls at Highton in the said State.
B. The school conducted by the Council is known as The Geelong Church of
England Girls Grammar School, the Hermitage (hereinafter called "the
Hermitage") and is an unincorporated association.
C. The Constitution of the Hermitage empowers the Council to amalgamate
with and to transfer all its assets, rights and liabilities and duties to
Geelong Grammar.
D. The legal ownership, the realty and some of the other assets used and
enjoyed by the Hermitage are vested in the Corporation.
25
Section 9.
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
E. The Constitution of the Hermitage further provides that the Hermitage
may request the Corporation to transfer or assign to any school with
which it may amalgamate the assets held by the Corporation as trustee for
the Hermitage.
F. The Council desires to exercise the said powers by amalgamating with
Geelong Grammar to form a new amalgamated school at Corio, Highton
and elsewhere commencing on the 1st day of January, 1976 and to request
the Corporation thereafter to transfer to Geelong Grammar those assets
which it holds on behalf or for the benefit of the Hermitage.
NOW THIS DEED WITNESSES and IT IS HEREBY AGREED as follows:
1.
On the 1st of January, 1976 or as soon thereafter as is practicable the
Hermitage—
(a) will transfer and assign to Geelong Grammar all its assets, rights,
liabilities and duties which it owns, possesses or owes and is capable
of transferring;
(b) will give notice to its creditors and its debtors of such transfer and
assignment; and
(c) will request the Corporation to transfer and assign to Geelong
Grammar those assets referred to in the First Schedule hereto.
2.
The Corporation shall upon the request in writing of the said John Vance
Gason as Chairman of the Council and on behalf of himself and all other
members of the Council transfer to Geelong Grammar those assets
referred to in the First Schedule hereto and any other assets, funds, right
and choses in action it may hold or own or over which it may have any
control on behalf of the Hermitage and shall do all acts, matters and
things necessary to vest the legal ownership, control and use of those
assets, funds, rights and choses in action in Geelong Grammar.
3.
Upon the transfer and assignment by the Hermitage to Geelong
Grammar pursuant to Clause 1 hereof and by the Corporation pursuant
to Clause 2 hereof Geelong Grammar will assume liability for all debts
and obligations of the Hermitage, the Council and of the Corporation
insofar as they relate to the Hermitage and will indemnify the
Hermitage, the council and the Corporation against any claims made
with respect to those debts and obligations provided they do not arise as
a result of a failure by the Hermitage, the Council or the Corporation to
observe the provisions of the following Clause.
4.
No capital or extraordinary expenditure by the Hermitage, the Council
or the Corporation after the 28th day of April, 1975 shall be incurred
and no appointment to or alteration of its staff shall be made without
first obtaining the consent of Geelong Grammar.
26
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
5.
Geelong Grammar shall use and apply all assets and rights acquired
pursuant to this Deed for the benefit of the amalgamated school.
6.
Subject to the provisions of Clause 19 hereof upon the execution and
delivery by the Corporation of all documents necessary to give effect to
the request referred to in Clause 2 hereof the Council shall be dissolved
and the Hermitage shall thenceforth be administered by Geelong
Grammar.
7.
From the commencement of first term 1976 Geelong Grammar will
provide Kindergarten, Primary and Secondary education up to and
including Form 4 level and other usual educational, sporting, boarding
and recreational facilities as are provided for other Geelong Grammar
pupils at Highton in the premises and using the facilities of both
Geelong Grammar and the Hermitage.
8.
From the commencement of first term 1976 Geelong Grammar will
provide secondary education at Forms 5 and 6 level and other usual
educational, sporting, boarding and recreational facilities as are provided
for other Geelong Grammar pupils at its premises at Corio for girls who
in 1975 were enrolled in Forms 4, 5 and 6 at the Hermitage.
9.
Those girls enrolled at the Hermitage on the 28th day of April, 1975 or
who on that date had signified by their parents or guardians to the
Hermitage their intention to enrol at the commencement of first term
1976 and had in fact enrolled as a student of the Hermitage shall at the
option of the parent or guardian of the student be accepted for admission
to the amalgamated school. Subject to Clause 10 hereof those girls who
are so admitted shall become pupils of Geelong Grammar and shall pay
as fees to Geelong Grammar during the years appearing in the first
column hereunder that percentage as appears in the appropriate column
hereunder of Geelong Grammar fees charged with respect to other
pupils of that school.
Year
Primary
Tuition
Secondary
Tuition
Boarding at
Highton
Boarding at
Corio
1976
1977
1978
1979
1980
1981
Percentage
75
80
85
90
95
100
Percentage
76
82
88
94
100
100
Percentage
90
93
96
100
100
100
Percentage
80
87
94
100
100
100
For the purposes of this Clause Geelong Grammar fees charged with respect
to other pupils of that above shall only include fees referable to the basic fee
charged by Geelong Grammar for education and boarding and without
restricting the generality of the foregoing shall not include any fees for
27
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
transport, meals, books, extras, excursions equipment or other expenses of a
like nature.
10. Notwithstanding the provisions of Clause 9 hereof Geelong Grammar
shall be entitled to charge and be paid full tuition and boarding fees for
the period a girl may attend its school at Timbertop.
11. Geelong Grammar will permit such number of girls as it believes can be
reasonably accommodated to attend its school at Timbertop from time to
time.
12. Scholarships granted by the Council of the Hermitage prior to this
Agreement shall be continued by Geelong Grammar on a no less
favourable basis. Parents and guardians of those students of the
Hermitage in receipt of bursaries at the date of this Agreement may
make application to Geelong Grammar for similar assistance.
13. Upon the transfer and assignment to Geelong Grammar of all assets,
rights, liabilities and duties as aforesaid all hitherto unnamed
scholarships granted either by the Council or Geelong Grammar shall be
called and known as Dauncey Scholarships in commemoration of Hazell
Dauncey deceased.
14. Geelong Grammar shall retain the name "The Hermitage" and use it as
the name of those buildings and grounds formerly occupied and used by
the Hermitage at Highton.
15. Opportunity will be given for the Head Mistress of the Hermitage to
confer with the Head Master of Geelong Grammar or his nominee with a
view to embodying in the Geelong Grammar uniform for former
Hermitage girls and girls who may enrol at Geelong Grammar in the
future an item or items or a colour, badge or insignia commemorative of
the Hermitage. Former Hermitage girls may continue to wear their
existing uniforms in 1976 and 1977 so long as when any of it is worn a
complete Hermitage uniform is worn.
16. Claims made under the fees insurance scheme of the Hermitage up to
the 31st of December, 1975 will be honoured by Geelong Grammar.
17. Miss. E. Britten will be employed during 1976 by Geelong Grammar as
an Assistant to the Head Master with both administrative and teaching
responsibilities.
18. Should it be necessary, in order to continue receiving the capital or
income or both of the fund known as the Hazel Dauncey Bequest
administered by the Corporation for the Hermitage to continue as an
unincorporated body then notwithstanding anything hereinbefore
contained, the Hermitage will continue as an unincorporated association
but will be subject to the control and direction of Geelong Grammar and
shall only do such acts, matters and things as are approved by Geelong
Grammar.
28
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
THE COMMON SEAL OF GEELONG
CHURCH OF ENGLAND GRAMMAR
SCHOOL was hereunto affixed in the
presence of:
N. E. BENDER, Director
E. J. WINCHESTER, Secretary




SIGNED SEALED AND DELIVERED by
the said JOHN VANCE GASON in the
presence of: A. R. DUELL

 JOHN V. GASON

L.S.
SIGNED SEALED AND DELIVERED by
the said JAMES FORD STRACHAN in
the presence of: A. J. GANE

 J. F. STRACHAN

L.S.
SIGNED SEALED AND DELIVERED by
the said ROBERT WILLIAM PURNELL
in the presence of: E. GREGG

 ROBERT W. PURNELL

L.S.
SIGNED SEALED AND DELIVERED by
the said RICHARD FRANK LLOYD
ANNOIS in the presence of:
G. W. FISHER


 RICHARD F. L. ANNOIS

SIGNED SEALED AND DELIVERED by
the said HEATHER MARY VINES in the
presence of: A. R. DUELL

 HEATHER M. VINES

L.S.
SIGNED SEALED AND DELIVERED by
the said MOLLIE GRAHAM AGAR in the
presence of: A. R. DUELL

 MOLLIE AGAR

L.S.
SIGNED SEALED AND DELIVERED by
the said HELEN BOTTERILL in the
presence of: A. R. DUELL

 HELEN BOTTERILL

L.S.
SIGNED SEALED AND DELIVERED by
the said GRAEME GOLDSWORTHY in
the presence of: E. GREGG

 G. GOLDSWORTHY

L.S.
SIGNED SEALED AND DELIVERED by
the said ARTHUR de QUETTEVILLE
ROBIN in the presence of: A. R. DUELL

 A. de Q. ROBIN

L.S.
THE COMMON SEAL OF THE
CHURCH OF ENGLAND TRUSTS
CORPORATION for the Diocese of
Melbourne was hereto affixed by Authority
of the Trustees





L.S.
J. M. F. RELPH
WILLIAM FELTHAM
29
L.S.
L.S.

 Two of the Corporation Trustees

Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Sch. 2
THE FIRST SCHEDULE
(a) The sum of $125 000.00 lent to B.G.L. Investments Pty. Ltd. of
108 Little Malop Street, Geelong and secured by Instrument of
Mortgage No. F680534 upon Certificate of Title volume 8117 folio 446;
(b) all that piece of land containing 25 acres 59 perches being Lot 2 on Plan
of Subdivision No. 62704 lodged in the Office of Titles and being the
whole of the land in Certificate of Title volume 8530 folio 346.
═══════════════
30
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Endnotes
ENDNOTES
1. General Information
The Geelong Grammar Schools Amalgamations Act 1977 was assented to
on 10 May 1977 and came into operation on 10 May 1977: section 1(2).
31
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Endnotes
2. Table of Amendments
There are no amendments made to the Geelong Grammar Schools
Amalgamations Act 1977 by Acts and subordinate instruments.
32
Geelong Grammars Schools Amalgamations Act 1977
Act No. 8994/1977
Endnotes
3. Explanatory Details
1
S. 8(2): The day fixed for the purposes of section 8(2) is 1 November 1977:
Government Gazette 19 October 1977 page 3208.
33