Reprint
as at 1 April 2008
Sydenham Money Club Act 2001
Private Act
2001 No 2
Date of assent
24 October 2001
Commencement
see section 2
Note
Changes authorised by section 17C of the Acts and Regulations
Publication Act 1989 have been made in this reprint.
A general outline of these changes is set out in
the notes at the end of this reprint, together with other explanatory
material about this reprint.
Contents
Preamble
1 Title
2 Commencement
3 Interpretation
4 Act to bind the Crown
5 Purpose
6 Approval of scheme
7 Application for registration
8 Reconstitution of club as building society
9 Structure of society
10 Undertaking of club belongs to society
11 Relationship with depositors
12 Status of contracts and other instruments
13 Status of securities
14 References to society in existing instruments
15 Continuation of proceedings
16 Effect of this Act
17 Employees
18 Taxes and duties
19 Financial reporting
20 Registers
21 Validations
Preamble
(1) The Sydenham
Money Club was created in 1882 and registered in 1885 under the Friendly
Societies Act 1882:
(2) On the coming
into force of the Friendly Societies and Credit Unions Act 1982, the club was deemed
to be registered under that Act:
(3) The club has
not, since its registration under the Friendly Societies and Credit Unions Act 1982, been able to comply
with the strict terms of that Act:
(4) The Friendly Societies and Credit Unions Act 1982 does not permit
a credit union to change its status to that of another legal entity
(for example, a credit union cannot become registered as a company
or as a building society):
(5) The club wishes
to be registered as a building society under the Building Societies Act 1965 with the name “SMC Building Society” and with the initial shares
in the society held by the members of the club:
(6) The registration
of the club as a building society may result in the club and the members
of the club becoming liable for the payment of taxes and duties:
(7) It is not appropriate
that, on the conversion of the club into a building society, taxes
and duties be incurred or be payable solely as a result of a change
in the legal status of the club:
(8) The club wishes
to make provision for other matters in connection with its registration
as a building society:
(9) Legislation
is the only means by which the club can be registered as a building
society conveniently and without the risk of adverse tax and other
consequences:
(10) The objects
of this Act can be obtained only by legislation.
1 Title
This Act is
the Sydenham Money Club Act 2001.
2 Commencement
This Act comes
into force on the day after the date on which it receives the Royal
assent.
3 Interpretation
(1) In this Act,
unless the context otherwise requires,—
appointed day means the date stated in the certificate of incorporation issued
under section 8
board means,—
(a) until the appointed day, the directors
of the club; and
(b) on and after the appointed day, the directors
of the society
building society means a building society registered under the Building Societies Act 1965
club means the
Sydenham Money Club and, where the context requires, its officers
director means,—
(a) until the appointed day, an officer of
the club; and
(b) on and after the appointed day, a director
of the society
instrument includes—
(a) an instrument (other than this Act) that
creates, evidences, modifies, or extinguishes rights, interests, or
liabilities or would do so if it or a copy of it were lodged, filed,
or registered under any Act; and
(b) a judgment, order, or process of a court
liabilities means
liabilities, debts, charges, duties, and obligations (whether present
or future, actual or contingent, or payable or to be observed or performed
in New Zealand or elsewhere)
members' call units means that part of the members' fund designated as the members'
call units in the accounts of the club, representing the accumulated
subscriptions of the members and in respect of which the club pays
an amount referred to as a dividend in the accounts of the club
property means
real or personal property and includes—
(a) choses in action and money; and
(b) goodwill; and
(c) rights, interests, and claims in or to
property, whether arising from or accruing under, or created or evidenced
by, or the subject of, an instrument or otherwise, and whether liquidated
or unliquidated, actual, contingent, or prospective
Registrar means
the Registrar of Building Societies under the Building Societies Act 1965
rights means
all rights, powers, privileges, and immunities, whether actual, contingent,
or prospective
rules means
the rules approved by the members of the club under section 6
scheme means
the scheme for the reconstitution of the club as a building society
to be effected under this Act
security—
(a) means a mortgage, charge (whether legal
or equitable), debenture, bill of exchange, promissory note, guarantee,
indemnity, defeasance, hypothecation, instrument by way of security,
lien, pledge, or other security for the payment of money or for the
discharge of any other obligation or liability and, whether on demand
or not, present or future, actual or contingent; and
(b) includes an agreement or undertaking
to give or execute, whether on demand or not, any of the things referred
to in paragraph (a)
society means
the club after it has been registered as a building society
undertaking in
relation to the club, means the property, rights, and liabilities
of the club.
(2) Depending
on the context in which they are used, terms and expressions used,
but not defined, in this Act have the same meanings as in the Friendly Societies and Credit Unions Act 1982 or in the Building Societies Act 1965.
4 Act to bind the Crown
This Act binds
the Crown and every person whose rights, obligations, and liabilities
are affected by this Act.
5 Purpose
The purpose
of this Act is to reconstitute the club, at present a credit union
under the Friendly Societies and Credit Unions Act 1982, as a building society
under the Building Societies Act 1965 with the name “SMC Building Society”.
6 Approval of scheme
(1) The board
may prepare a scheme for approval by the members of the club.
(2) The board
must give 15 working days' notice of a meeting of members of
the club to vote on a special resolution to approve the scheme.
(3) The notice
of meeting must be sent to each member of the club, at the last known
address of the member, and be accompanied by—
(a) an explanation of the scheme and of the
proposed rules dealing with the matters that are, in the opinion of
the directors, likely to have material significance to the members
in their capacity as members; and
(b) a statement of the manner in which the
funds of the club will be allocated and distributed among members
of the club; and
(c) a statement that any member of the club
may obtain a full copy of the rules on request; and
(d) a statement as to the locations where
a copy of the rules can be inspected; and
(e) the date on which it is proposed that
the scheme will take effect.
(4) The scheme,
including the rules, is approved if the members pass a special resolution
approving the scheme under section 82 of the Friendly Societies and
Credit Unions Act 1982.
7 Application for registration
(1) The board
may apply to the Registrar to register the club as a building society
under the Building Societies Act 1965 with the name “SMC Building Society”.
(2) The application
must—
(a) be signed by 3 directors of the
club; and
(b) specify the date on which the board proposes
that the scheme take effect.
(3) The application
must be accompanied by—
(a) the rules of the society that comply
with section 17 of the Building Societies Act
1965 and that are approved by the members of the club under section 6; and
(b) a certificate signed by not less than
3 directors of the club certifying that the requirements of section 6 have been met; and
(c) a copy of the resolution approving the
scheme under section 6(4).
8 Reconstitution of club as building society
(1) As soon as
practicable after receiving an application that complies with section 7, the Registrar must—
(a) register the application and accompanying
documents; and
(b) issue a certificate of incorporation
for the society with the name “SMC Building Society”.
(2) The certificate
must state, as the date of incorporation of the society, the later
of—
(a) the date specified in the application
as the date on which the board proposes that the scheme take effect;
or
(b) the date on which application is made
to the Registrar.
(3) On and after
the date stated in the certificate of incorporation,—
(a) the club ceases to be a credit union
registered under the Friendly Societies and Credit Unions Act 1962; and
(b) the club is a building society registered
under the Building Societies Act 1965; and
(c) the Building Societies Act 1965, except section 29, applies to the
society.
(4) The Registrar
must, as soon as practicable after issuing the certificate of incorporation,
send a copy of the certificate to the Registrar of Friendly Societies
and Credit Unions.
(5) The Registrar
of Friendly Societies and Credit Unions must, on receiving the copy
of the certificate, cancel the registration of the club as a credit
union under the Friendly Societies and Credit Unions Act 1982.
9 Structure of society
On the appointed
day,—
(a) the subscribed capital of the society
is represented by shares in the society that are deemed to have been
issued, in the manner provided in the scheme, to every person who
was a member of the club immediately before the appointed day; and
(b) the rules of the society are the rules
that are approved under section 6; and
(c) the directors of the society hold office
on the terms and conditions set out in the rules; and
(d) the directors of the society are the
directors of the club who held office immediately before the appointed
day.
10 Undertaking of club belongs to society
On the appointed
day, the undertaking of the club belongs to, and vests in, the society.
11 Relationship with depositors
(1) The relationship
between the club and a member in the member's capacity as a depositor
or investor becomes, on and after the appointed day, the same relationship
between the society and a member in the same capacity.
(2) The same rights
and liabilities, including rights of set-off, continue to exist between
the society and a member as existed between the club and the member
immediately before the appointed day.
12 Status of contracts and other instruments
(1) This section
applies to the following instruments, namely, contracts, agreements,
guarantees, conveyances, deeds, leases, licences, and other instruments,
undertakings, and notices (whether in writing or not) entered into
by, made with, given to or by, or addressed to the club (whether alone
or with another person) before the appointed day and subsisting immediately
before the appointed day.
(2) The instruments
to which this section applies are, on and after the appointed day,
binding on, and enforceable by, against, or in favour of, the society
as if the society and not the club had been the person by whom they
were entered into, with whom they were made, or to or by whom they
were given or addressed.
13 Status of securities
(1) A security
held by the club as security for a debt or other liability to the
club incurred before the appointed day is, on and after the appointed
day, available to the society as security for the discharge of that
debt or liability. If the security extends to future or prospective
debts or liabilities, it is available as security for the discharge
of debts or liabilities to the society incurred on or after the appointed
day.
(2) The society
is entitled to the same rights and priorities and is subject to the
same liabilities in relation to the security as the club.
14 References to society in existing instruments
A reference
(express or implied) to the club in an instrument made, given, passed,
or executed before the appointed day must, on and after the appointed
day, be read as a reference to the society.
15 Continuation of proceedings
(1) An action,
arbitration, proceeding, or a cause of action that was pending or
that existed by, against, or in favour of the club or to which the
club was a party before the appointed day may, on and after the appointed
day, be continued and enforced by, against, or in favour of, the society.
(2) It is not
necessary to amend an application, notice, or other document to continue
the action, arbitration, proceeding, or cause of action.
16 Effect of this Act
Nothing in this
Act, and nothing done under this Act,—
(a) places the club, the society, or any
other person in breach of contract or confidence, or makes any of
them liable for a civil wrong; or
(b) entitles a person to terminate or cancel
a contract or arrangement or to accelerate the performance of an obligation;
or
(c) places the club, the society, or any
other person in breach of an enactment, a rule of law, or a provision
of a contract that prohibits, restricts, or regulates the assignment
or transfer of property or the disclosure of information; or
(d) releases a surety from an obligation;
or
(e) invalidates or discharges a contract
or security.
17 Employees
(1) On and after
the appointed day, each employee of the club is an employee of the
society.
(2) For the purposes
of any enactment, rule of law, contract, or agreement relating to
an employee, the contract of employment of the employee is unbroken
and a period of service with the club must be treated as a period
of service with the society.
(3) The terms
and conditions of employment of the employee are the same as the terms
and conditions of his or her employment with the club immediately
before the appointed day, but they may be varied in the same manner.
(4) An employee
is not entitled to receive a payment or other benefit because the
employee has, as a result of this Act, ceased to be an employee of
the club.
(5) This section
applies despite anything else in this Act.
18 Taxes and duties
(1) On and after
the appointed day, the society is the same legal entity as the club
for the purposes of the Acts specified in the Schedule of the Tax Administration Act
1994.
(2) Shares issued
to members on the appointed day in accordance with the scheme are
shares of the same class, within the meaning of that expression in section YA 1 of the Income Tax Act 2007.
(3) For the purposes
of the definition of available subscribed capital in section YA 1 of the Income Tax Act 2007, the club is deemed to have received an aggregate
amount of consideration, in respect of shares issued to members on
the appointed day in accordance with the scheme, equal to the aggregate
amount of the members' call units on the appointed day.
Section 18(2): amended, on 1 April 2008 (effective for 2008–09
income year and later), by section ZA 2(1) of the Income
Tax Act 2007 (2007 No 97).
Section 18(3): amended, on 1 April 2008 (effective for 2008–09
income year and later), by section ZA 2(1) of the Income
Tax Act 2007 (2007 No 97).
19 Financial reporting
(1) The society
must comply with sections 90 to 97A of the Building Societies Act
1965 and with the Financial Reporting Act 1993 for the financial
year ending with the close of 31 December 2001 as if the society
and the club were the same legal entity during that period.
(2) Nothing in sections 119 to 129 of the Friendly Societies and
Credit Unions Act 1982 applies to the society or the club
on and after the appointed day.
(3) Subsections
(1) and (2) do not limit section 8.
20 Registers
(1) Subsection
(2) applies to an instrument, whether or not it comprises an instrument
of transfer,—
(a) executed or purporting to be executed
by the society; and
(b) relating to any property held immediately
before the appointed day by the club; and
(c) containing a recital that the property
has become vested in the society under this Act.
(2) The presentation
to a Registrar or another person of an instrument to which this subsection
applies is, in the absence of evidence to the contrary, sufficient
evidence that the property is vested in the society.
(3) A director
of the society may sign a certificate stating that a security issued
by a person or any rights or interests in property of a person have,
under this Act, vested in the society.
(4) On presentation
of the certificate to the person named in it, the person must register,
or authorise the registration of, the society as the holder of that
security or as the person entitled to the rights or interests.
(5) In subsection
(3), security has the same meaning as in section 2(1) of the Securities Act 1978.
(6) Apart from
this section, this Act does not affect the application of the Land Transfer Act 1952.
21 Validations
(1) Despite section 106(1) of the Friendly Societies and
Credit Unions Act 1982,—
(a) persons are and have always been entitled
to be members of the club even though those persons are or were not
individuals:
(b) every act of the club or of an officer
of the club on and after 1 April 1983 is, and has always been,
lawful even though persons, other than individuals, are or have been
members of the club.
(2) Despite section 106(3) of the Friendly Societies and
Credit Unions Act 1982,—
(a) an interest of a member of the club or
any claim to an interest by a member of the club in the shares of
the club, whether before or after the coming into force of this Act,
is, and has always been, lawful even though the amount of the interest
exceeds or exceeded the amount stated in or declared under that subsection:
(b) every act of the club or of an officer
of the club on and after 1 April 1983 is, and has always been,
lawful even though the amount of an interest of a member of the club
or a claim of a member of the club in the shares of the club exceeded
the amount stated in or declared under that subsection.
(3) Despite sections 108 and 109 of the Friendly Societies and
Credit Unions Act 1982,—
(a) every deposit or loan made to the club
is, and has always been, lawfully made even though the deposit or
loan was made by a person who was not a member of the club:
(b) every act of the club or of an officer
of the club on and after 1 April 1983 is, and has always been,
lawful even though a deposit or loan was made to the club by a person
who was not a member of the club.
Contents
1General
2Status
of reprints
3How
reprints are prepared
4Changes
made under section 17C of the Acts and Regulations Publication Act
1989
5List
of amendments incorporated in this reprint (most recent first)
Notes
1 General
This is a reprint of the Sydenham Money Club Act 2001.
The reprint incorporates all the amendments to the Act as at 1 April
2008, as specified in the list of amendments at the end of these notes.
Relevant provisions of any amending enactments that have
yet to come into force or that contain relevant transitional or savings
provisions are also included, after the principal enactment, in chronological
order.
2 Status of reprints
Under section 16D of the Acts and Regulations Publication Act
1989, reprints are presumed to correctly state, as at the
date of the reprint, the law enacted by the principal enactment and
by the amendments to that enactment. This presumption applies even
though editorial changes authorised by section 17C of the Acts and Regulations
Publication Act 1989 have been made in the reprint.
This presumption may be rebutted by producing the official
volumes of statutes or statutory regulations in which the principal
enactment and its amendments are contained.
3 How reprints are prepared
A number of editorial conventions are followed in the
preparation of reprints. For example, the enacting words are not included
in Acts, and provisions that are repealed or revoked are omitted.
For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/
or Part 8 of the Tables of New Zealand Acts
and Ordinances and Statutory Regulations and Deemed Regulations in
Force.
4 Changes made under section 17C of the Acts and Regulations
Publication Act 1989
Section
17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out
in sections 17D and 17E of that Act
so that, to the extent permitted, the format and style of the reprinted
enactment is consistent with current legislative drafting practice.
Changes that would alter the effect of the legislation are not permitted.
A new format of legislation was introduced on 1 January
2000. Changes to legislative drafting style have also been made since
1997, and are ongoing. To the extent permitted by section 17C of
the Acts and Regulations Publication Act 1989, all legislation
reprinted after 1 January 2000 is in the new format for legislation
and reflects current drafting practice at the time of the reprint.
In outline, the editorial changes made in reprints under
the authority of section 17C of the Acts and Regulations Publication Act
1989 are set out below, and they have been applied, where
relevant, in the preparation of this reprint:
•omission of unnecessary referential words (such as “of this section” and “of this Act”)
•typeface and type size (Times Roman, generally in 11.5 point)
•layout of provisions, including:
•indentation
•position of section headings (eg, the number and heading now appear
above the section)
•format of definitions (eg, the defined term now appears in bold type,
without quotation marks)
•format of dates (eg, a date formerly expressed as “the 1st day of January 1999” is now expressed as “1 January 1999”)
•position of the date of assent (it now appears on the front page
of each Act)
•punctuation (eg, colons are not used after definitions)
•Parts numbered with roman numerals are replaced with arabic numerals,
and all cross-references are changed accordingly
•case and appearance of letters and words, including:
•format of headings (eg, headings where each word formerly appeared
with an initial capital letter followed by small capital letters are
amended so that the heading appears in bold, with only the first word
(and any proper nouns) appearing with an initial capital letter)
•small capital letters in section and subsection references are now
capital letters
•schedules are renumbered (eg, Schedule 1 replaces First Schedule),
and all cross-references are changed accordingly
•running heads (the information that appears at the top of each page)
•format of two-column schedules of consequential amendments, and schedules
of repeals (eg, they are rearranged into alphabetical order, rather
than chronological).
5 List of amendments incorporated in this reprint (most recent first)
Income Tax Act 2007 (2007
No 97): section ZA 2(1)
