Sydenham Money Club Act 2001

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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)

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