South Australian Consolidated Acts South Australian Consolidated ActsIT IS DECLARED THAT—
1 (1) The Trust is a
public charitable institution established for the purpose of providing—
(a)
accommodation (whether in residential units, hostels, nursing homes,
infirmaries or otherwise); and
(b)
hospital services; and
(c)
health and welfare services,
for the benefit or care of members of the public—
(d) who
are aged or infirm; or
(e) who
lack sufficient means; or
(f) who
are otherwise in need of charitable assistance.
(2) The Trust may, by
deed, limit any purpose or power conferred by this Declaration of Trust.
(3) A limitation
imposed under subclause (2)—
(a) may
be unconditional or subject to conditions; and
(b) may
be expressed to operate—
(i)
permanently; or
(ii)
for a specified period; or
(iii)
until revoked or varied by another deed executed by the
Trust.
2 The Trust property will be held by the Trust on
trust and, subject to this Declaration of Trust, may be applied by the Trust
for any of the purposes of the Trust.
3 (1) Subject to this
Declaration of Trust, the Trust has power—
(a) to
acquire, hold, deal with and dispose of real and personal property;
(b) to
erect buildings and structures on land vested in the Trust and to renovate,
alter or demolish any of its buildings or structures;
(c) to
establish or operate, or to participate in the establishment or operation of,
facilities or services designed to advance the purposes of the Trust;
(d) to
open and operate bank accounts;
(e) to
invest funds not immediately required for its purposes in any security in
which trust money may, by Act of Parliament, be invested;
(f) to
borrow money;
(g) to
give such security for the discharge of liabilities incurred by the Trust as
the Trust thinks appropriate;
(h) to
enter into contracts of employment, partnerships, joint ventures or other
contracts or arrangements;
(i)
to receive any gift of property to be applied in
furtherance of the purposes of the Trust;
(j) to
receive any property with any special direction or limitation and to use such
property subject to such direction or limitation in furtherance of the
purposes of the Trust;
(k) to
make donations and other gifts;
(l) to
charge fees and recover out of pocket expenses;
(m) to
exercise any other powers that are contemplated by this Declaration of Trust
or necessary or expedient for the fulfilment of its purposes.
(2) Without limiting
the generality of any other provision of this Declaration of Trust, the Trust
may—
(a) use
any hospital, nursing home or other facility established by the Trust for
teaching purposes; and
(b)
insofar as may be consistent with its purposes, establish links or seek
accreditation with teaching hospitals and educational or research
institutions, and make payments to such hospitals and institutions.
(3) The Trust may
appoint or engage solicitors, accountants or other agents to assist in the
performance of its powers and the fulfilment of its purposes.
4 (1) The Trust will
consist of at least seven trustees.
(2) The trustees may,
by special resolution—
(a) fill
any vacancy in the office of a trustee;
(b) add
to their number as they think fit.
(3) The trustees may,
by special resolution, remove a trustee from office.
(4) The office of a
trustee becomes vacant if the trustee—
(a)
dies; or
(b)
resigns by written notice to the Trust; or
(c) is
removed from office under subclause (3).
5 (1) The trustees may
establish such committees as they think fit.
(2) A committee may,
but need not consist of, or include, any of the trustees.
(3) The powers and
functions of a committee, the quorum of a committee, and the procedures to be
observed in relation to the conduct of the proceedings of a committee, will be
as determined by the trustees (although a committee may, in the absence of a
determination of the trustees on a particular procedural matter, determine
that matter itself).
6 The trustees may appoint a Secretary of the
Trust, and such other officers of the Trust, as they think fit.
7 (1) The trustees may
delegate any of the powers or functions of the Trust—
(a) to a
particular trustee, or trustees; or
(b) to a
committee established by the trustees; or
(c) to
the Secretary of the Trust; or
(d) to
any other person; or
(e) to a
person for the time being holding or occupying a particular office or
position.
(2) A delegation under
subclause (1)—
(a) may
be unconditional or subject to conditions; and
(b) does
not derogate from the ability of the trustees to act in any matter; and
(c) is
revocable at will by the trustees.
(3) The trustees
cannot delegate a power under clause 4.
8 (1) The trustees
will before 30 June in each year elect one of their number to chair the
meetings of the Trust for the ensuing financial year.
(2) The trustees may
also elect one of their number to act as the deputy to the trustee elected
under subclause (1).
(3) A trustee retiring
from office under subclause (1) or (2) is eligible for re-election.
(4) In the event of a
casual vacancy in an office under subclause (1) or (2), the trustees may
elect another trustee to the vacant office for the remainder of the financial
year.
(5) In the absence of
the trustee elected under subclause (1) at a meeting of the Trust, his or
her deputy will preside, and in the absence of them both, the trustees present
at the meeting may choose one of their number to preside.
(6) A meeting of the
Trust may be called—
(a) by
the person elected to chair meetings of the Trust under subclause (1), or
by his or her deputy; or
(b) by
any two trustees.
(7) Except in a case
of emergency, where two trustees call a meeting under subclause (6)(b),
they must give the other trustees at least seven days notice of the meeting.
(8) A notice under
subclause (7)—
(a) must
be in writing; and
(b) must
set out the date, time and place of the meeting; and
(c) must
be signed by the trustees calling the meeting; and
(d) must
specify the general nature of the business to be transacted at the meeting.
(9) Four trustees
constitute a quorum at a meeting of the Trust and no business may be
transacted unless a quorum is present.
(10) Each trustee
present at a meeting of the Trust is entitled to one vote on a matter arising
for decision at the meeting and, except where a special resolution is
required, the person presiding at the meeting has, in the event of an equality
of votes, a casting vote as well as a deliberative vote.
(11) Except where a
special resolution is required, a decision carried by a majority of the votes
cast by the trustees present at a meeting is a decision of the Trust.
(12) A decision
concurred in by trustees otherwise than at a meeting of the Trust is a valid
decision of the Trust if all of the trustees have signified their concurrence
in the decision by letter, telegram, telex, facsimile transmission or other
method of written communication.
(13) The trustees must
cause an accurate record to be kept of their proceedings.
(14) Subject to this
Declaration of Trust, the procedures to be observed in relation to meetings of
the Trust will be as determined by the trustees.
9 (1) No personal
liability attaches to a trustee for an act or omission by the trustee or the
Trust in good faith in the exercise, performance or discharge, or purported
exercise, performance or discharge, of the trustee or the Trust's powers,
functions or duties.
(2) A liability that
would, but for subclause (1), lie against a trustee will lie against the
Trust.
10 A trustee is not liable for the debts and
liabilities of the Trust.
11 The Trust is liable for any costs or expenses
involved or incurred in insuring the trustees against risks associated with
the performance of their functions.
12 The Trust may make, alter or repeal such rules
and regulations as it thinks fit in relation to the management of the business
and affairs of the Trust.
13 (1) Where a
provision of this Declaration of Trust requires that notice be given to the
trustees, the notice may be given to each trustee—
(a)
personally; or
(b) by
delivery (whether by post or otherwise) to the usual place of business or
residence of the trustee, or to such other place as the trustee may authorise
in writing.
(2) For the purposes
of subclause (1)(b), a notice will be taken to have been given to a
trustee—
(a) in
the case of delivery by post—at the time that the notice would be
delivered in the ordinary course of post;
(b) in
any other case—at the time of delivery to the particular place.
14 In this Declaration of Trust—
special resolution means a resolution of the trustees of the Trust as to which
the following conditions are satisfied:
(a) at
least seven days written notice, setting out the terms of the proposed
resolution, is given to the trustees; and
(b) the
resolution is supported at a duly convened meeting of the trustees by an
absolute majority of the trustees.
15 The trustee who was, immediately before the
commencement of this Declaration of Trust, the Chairman of the Trust, and the
trustee who was, immediately before the commencement of this Declaration of
Trust, the Deputy Chairman of the Trust, will continue to hold their
respective offices until the next succeeding 30 June.