Constitution of Urabba Parks/Section 10

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Effect of laws

(1)  Subject to this section, a law or rule falling in the table in subsection (3) have effect as if the law or rule is expressed in this Constitution.

(2)  A law falling in a particular item in the table in subsection (3) is of no effect to the extent such law is inconsistent with a law falling in a previous item in the table.

Sources of law

(3)  This table sets out the particular sources of law:

Table 6: Particular sources of law

Item	Source of law
1	Provisions of this Constitution falling in an entrenchment, provided that a provisions shall be of no effect to the extent they the provision areis inconsistent with provisions another provision falling in another entrenchment above or falling in the entrenchment
1A	Laws of non-state jurisdictions with legislative rights over Urabba Parks
2	Provisions contained in enactments of Urabba Parks other than those actually expressed in this Constitution falling in an entrenchment, provided that a provision shall be of no effect to the extent that the provision is inconsistent with provisions falling in another entrenchment above or falling in the entrenchment
3	Provisions actually expressed in this Constitution
4	Enactments of Urabba Parks
5	Precedents binding on the judicature of Urabba Parks
6	Provisions in the Corporations Act 2001 of the Parliament of the Commonwealth that would apply as mandatory rules or replaceable rules to a public company not registered under the Australian Charities and Not-for-profits Commission Act 2012 of the Parliament of the Commonwealth6, excepting Replaceable Rules that affect the appointment or term of a director, secretary or other officer
7	Law and rules existing at the establishment of jurisdiction

Provision relevant to purposes and not-for-profit nature

(4)  No law of Urabba Parks shall be of effect to the extent that the law requires or allows for the application of money or other property for purposes that are not charitable purposes, or incidental or necessary to the carrying out of those purposes.

(5)  Despite any other law, Urabba Parks shall:

(a)  only have objects that are charitable purposes, or that are incidental or ancillary to, and in furtherance or in aid of to them; and

(b)  not have a disqualifying purpose.

(6)  In this section, charitable purpose has the meaning given by section 12 of the Charities Act 2013 of the Parliament of the Commonwealth (CA2013) and disqualifying purpose has the meaning given by section 11 of CA2013.

Provision relevant to compliance with Australian law

(7)  No law of Urabba Parks shall be of effect to the extent that the law requires or allows for a person to engage in conduct, or omit to engage in conduct, if the conduct or omission may be dealt with:

(a)  as a criminal offence under an Australian law (even if the offence is a summary offence); or

(b)  by way of a civil penalty under an Australian law.

Relevant notes from the Explanatory Memorandum

79. This section sets out the method (and in some cases, the qualifications) for appointment to places within Urabba Parks. 80. Subsection (1) requires directors and alternate directors to hold director places (category D). This ensures that each director is appointed in respect of a particular branch of government, whether it be as a legislative director, a judicial director or Honorary Director (each of which are explained below). Subsection (2) has a similar effect for secretaries.

81. Subsection (3) provides that directors may be removed only by a resolution of the relevant members for that director. If there are no other members, the Enactor (referred to as the enacting component of the legislature) is the relevant member. A director is taken to be appointed to represent the interests of the relevant members. This is to protect the rights of members of Urabba Parks over the appointment of directors; for legislative directors the relevant members are the members who elect the director, and in the case of judicial directors the relevant members are – in the case of Directors of the Court of Directors – the presenters (usually the judicial directors themselves).

82. This Constitution either provides or implies that some places in Urabba Parks are succeeded to or presented by a member. The purpose of having some places appointed in this way entrenches the governance system of Urabba Parks. Under the Corporations Act 2001, only members, as successors and presenters to places, may bring action against Urabba Parks under that Act in respect of its governance.

83. Under subsection (4), the succession to a place by members may be determined by the eligible members passing a resolution to vest the succession in a share in the class of membership eligible to succeed to the place, unless a different method of succession is agreed to by all the members eligible to succeed.

84. A place is succeeded by members if it automatically passes to the holder of a particular share in a class of membership (or in some cases, the holder’s nominee) that has, under law, the rights to succeed to the place. If no other share has been chosen under agreement or by a resolution of the members, subsection (4) provides the place vests in the first-numbered membership eligible to succeed to the place, or if membership is not numbered then by the order of which the members became members of the class, and for members becoming members of the class of the same time, then by the order of their name appearing in the register of members. This provision protects the rights of the members succeeding to the place.

85. Under subsection (5) a member may, unless otherwise provided under law, present themselves (paragraph (a)), and despite any law, practice or usage to the contrary withdraw the presentation of a person appointed in respect of the membership and the place would become vacant as a result (paragraph (b)). Subsection (5) reflects the fact that the person appointed upon presentation of the member is the member themselves or somebody who is related or in the employ of the member, and that presentation is used as a means to secure the independence of certain officers from arbitrary removal (such as removal as a director).

86. Under subsection (6) all employees must be holders of engagement places (category E) who have agreed to the operation of subsection 9(2). This provision provides for the application of the internal legal system to them and effectively allows for the Parliament to limit the number of employees engaged in entities such as associations.

87. Under subsection (7), titular places (category T) must be held by a member of the foundation group of which Urabba Parks is a member, or in the case of foundation being held in common among members, by a person removable by those members or by the legislature, or a place created under the Management and succeeded to or appointed upon presentation by an ordinary member. This is to ensure that the occupiers of those places are members of Urabba Parks, ensuring the ownership of the members on the governance process.