Australian Jockey and Sydney Turf Clubs Merger Act 2010 (NSW)

Australian Jockey and Sydney Turf Clubs Merger Act 2010 No 93

An Act to facilitate the merger of Australian Jockey Club Limited and the Sydney Turf Club; to make continuing provision in relation to the operation of Randwick Racecourse and certain other racecourses; and for other purposes.

Part 1 Preliminary

1 Name of Act This Act is the Australian Jockey and Sydney Turf Clubs Merger Act 2010.

2 Commencement (1) This Act commences on the date of assent to this Act, except as provided by this section. (2) Schedule 3 commences on a day or days to be appointed by proclamation. (3) A day may not be appointed for the commencement of a provision of Schedule 3 that is earlier than the merger finalisation day.

3 Objects of Act The objects of this Act are as follows: (a) to facilitate the merger of the AJC and the STC into a new racing club incorporated under the Corporations Act (including by making provision for the transfer of certain assets, rights and liabilities and employees to the merged racing club), (b) to make provision in relation to the corporate governance of the merged racing club, (c) to provide for the functions of the merged racing club in relation to Randwick Racecourse and certain other racecourses, (d) to provide for the granting of further leases over Randwick Racecourse, (e) to provide for the repeal of the Australian Jockey Club Act 2008 and the Sydney Turf Club Act 1943, (f) to make provision for matters of a savings or transitional nature, (g) to make consequential amendments to certain other Acts and statutory instruments.

4 Interpretation (1) Definitions In this Act: AJC means Australian Jockey Club Limited (ACN 130 406 852). assets means any legal or equitable estate or interest (whether present or future, whether vested or contingent and whether personal or assignable) in real or personal property of any description (including money), and includes securities, choses in action and documents. club rules means: (a) in relation to the former AJC—the document entitled the Constitutional Rules of the Australian Jockey Club, as in force from time to time, and (b) in relation to the AJC—the constitution of the company and any other document issued by the AJC that contains rules concerning membership of the company, as in force from time to time, and (c) in relation to the STC—the regulations for the Sydney Turf Club set out in the First Schedule to the Sydney Turf Club Act 1943, as in force from time to time, and (d) in relation to the merged racing club—the constitution of the club and any other document issued by the club containing rules concerning membership of the club, as in force from time to time. company has the same meaning as it has in the Corporations Act. constitution, in relation to the merged racing club or any other company, has the same meaning as constitution of a company has in the Corporations Act. Corporations Act means the Corporations Act 2001 of the Commonwealth. exercise a function includes perform a duty. former AJC means the club that was known as the Australian Jockey Club as referred to in the repealed Australian Jockey Club Act 1873. function includes a power, authority or duty. general law means the common law and equity (as modified from time to time by legislation). instrument means an instrument (other than this Act or an instrument made under this Act) or any other document that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order, process or other instrument issued by a court or tribunal. legislation includes: (a) any statute of a legislature (whether enacted or made in Australia or elsewhere), and (b) any proclamation, regulation, rule, by-law, order or any other kind of subordinate legislation (however described) made under the authority of a statute of a legislature (whether enacted or made in Australia or elsewhere). liabilities means any liabilities, debts or obligations (whether present or future, whether vested or contingent and whether personal or assignable). mandatory corporate governance provisions—see section 5. merged racing club means a company that is declared to be the merged racing club for the purposes of this Act by an order made by the Minister under section 8, and includes its successors and permitted assigns. merger finalisation day means the day specified as the merger finalisation day for the purposes of this Act by an order made by the Minister under section 8. modification includes addition, exception, omission or substitution. previous club means any of the following: (a) the former AJC, (b) the AJC, (c) the STC. power includes an authority. racecourse has the same meaning as it has in the Betting and Racing Act 1998. Randwick Racecourse means: (a) the land comprised in Certificate of Title Folio Identifier 1/130234, and (b) the land comprised in Certificate of Title Folio Identifier 1642/752011, and (c) the land comprised in Certificate of Title Folio Identifier 1588/752011, and includes any buildings, structures, fixtures, fittings and other improvements on that land. Randwick Racecourse lease means any of the following: (a) any lease of Randwick Racecourse granted to the merged racing club by the Trust under section 33, (b) any lease of Randwick Racecourse granted to the AJC under section 10 of the Australian Jockey Club Act 2008 that, by operation of Division 2 of Part 2, is vested in the merged racing club. regulatory authorisation means any licence, permit, consent, entitlement, accreditation or other authority under State legislation. rights means any rights, powers, privileges or immunities (whether present or future, whether vested or contingent and whether personal or assignable). State legislation means any legislation of the State. STC means the Sydney Turf Club incorporated under the Sydney Turf Club Act 1943. the State means New South Wales. Trust means the Randwick Racecourse Trust constituted by this Act. Trustee means a trustee referred to in section 27B.