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STATE OF SABAH
TRUSTEES (INCORPORATION) ORDINANCE (Sabah. Cap. 148)
LIST OF AMENDMENTS
To facilitate
the incorporation of trustees for religious, educational, literary, scientific,
social and charitable purposes.
[12th April 1951]
1. Short
title.
This
Ordinance may be cited as the Trustees (Incorporation) Ordinance.
2. Upon
application of trustees Yang di-Pertua Negeri may grant certificate of
registration as a corporate body.
Trustees
or a trustee may be appointed by any body or association of persons established
for any religious, educational, literary, scientific, social or charitable
purpose, and such trustees or trustee may apply, in manner hereinafter
mentioned, to the Yang di-Pertua Negeri*
for a certificate of registration of the trustees or trustee of such body
or association of persons as a corporate body; and if the Yang di-Pertua
Negeri, having regard to the extent, nature, and objects and other circumstances
of such body or association of persons, shall consider such incorporation
expedient, he may grant such certificate accordingly, subject to such conditions
or directions generally as he shall think fit to insert in such certificate,
and particularly relating to the qualifications and number of the trustees,
their tenure and avoidance of office, the mode of appointing new trustees,
the custody and use of the common seal, the amount of the land which such
trustees may hold, and the purposes for which such land may be applied;
and the trustees or trustee shall thereupon become a body corporate by
the name described in the certificate, and shall have perpetual succession
and a common seal, and power to sue and be sued in such corporate name,
and subject to the conditions and directions contained in the said certificate
to hold and acquire, and by instruments under such common seal to convey,
assign and demise, any land or any interest therein now or hereafter belonging
to, or held for the benefit of, such body or association of persons, in
such and the like manner, and subject to such restrictions and provisions,
as such trustees or trustee might, without such incorporation, hold or
acquire, convey or assign, or demise the same for the purposes of such
body or association of persons.
3. Estate
to vest in body corporate.
The
certificate of incorporation shall, subject to compliance with any written
law relating to the registration of title to land, vest in such body corporate
all land or any interest therein, of what nature and tenure soever, belonging
to or held by any person or persons in trust for such body or association
of persons.
4. Particulars
respecting application.
Every
application to the Yang di-Pertua Negeri for a certificate under this Ordinance
shall be in writing, signed by the person or persons making the same, and
shall contain the several particulars specified in the Schedule or as may
be prescribed, or such of them as shall be applicable to the case. The
Yang di-Pertua Negeri may require such declaration or other evidence in
verification of the statements and particulars in the application and such
other particulars, information, and evidence (if any) as he may think necessary
or proper.
5. Nomination
of trustees, and filling up vacancies.
Before
a certificate of incorporation shall be granted, the said trustees or trustee
shall have been effectually appointed to the satisfaction of the Yang di-Pertua
Negeri, and where a certificate of incorporation shall have been granted
vacancies in the number of the said trustees shall be filled up so far
as shall be required by the constitution or settlement or rules of the
said body or association of persons, or by any such conditions or directions
as aforesaid, by such legal means as would have been available for the
appointment of new trustees of the said body or association if no certificate
of incorporation had been granted, or otherwise as shall be required by
such conditions or directions as aforesaid, and the appointment of every
new trustee shall be certified by, or by the direction of, the trustees
to the Yang di-Pertua Negeri upon the completion of such appointment; and
within one month after the expiration of each period of five years after
the grant of a certificate of incorporation, or whenever required by the
Yang di-Pertua Negeri, a return shall be made to the Yang di-Pertua Negeri
by the then trustees or trustee of the names of the trustees at the expiration
of each such period with their residences and additions.
6. Certificate
to be evidence of compliance with requisitions.
A
certificate of incorporation so granted shall be conclusive evidence that
all the preliminary requisitions herein contained and required in respect
of such incorporation have been complied with, and the date of incorporation
mentioned in such certificate shall be deemed to be the date at which incorporation
has taken place.
7. Record
of applications and documents to be kept and may be inspected.
The
Yang di-Pertua Negeri shall, in such manner as he shall think fit, direct
a record to be kept of all such applications for and certificates of incorporation,
and shall in like manner direct all documents sent to him under the provisions
of this Ordinance to be preserved, and any person may require a copy or
extract of any such document to be certified under the hand of such person
as shall be appointed for that purpose by the Yang di-Pertua Negeri, and
there shall be paid for such certified copy or extract such fee as may
be prescribed by the Yang di-Pertua Negeri.
8. Enforcement
of conditions of certificate.
All
conditions and directions inserted in any certificate of incorporation
shall be binding upon and performed or observed by the trustees or trustee
as trusts of the said body or association of persons.
9. Applications
and certificates; fees.
Every
application for a certificate of incorporation under this Ordinance and
every such certificate shall be charged with the prescribed fee.
10. Gifts
to vest in corporate body.
After
the incorporation of the trustees or trustee of any association or body
of persons pursuant to this Ordinance, every donation, gift, and disposition
of land, or any interest therein, theretofore lawfully made (but not having
actually taken effect), or hereafter lawfully made, by deed, will, or otherwise
to or in favour of such body or association of persons, or the trustees
thereof, or otherwise for the purposes thereof, shall take effect as if
the same had been made to, or in favour of, the corporate body or otherwise
for the like purposes.
11. Common
seal.
The
common seal of the corporate body shall have such device as may be approved
by the Yang di-Pertua Negeri, and until such common seal is provided, a
rubber stamp or the seal of some person may be authorised by the Yang di-Pertua
Negeri for use as the common seal of the corporate body. Any instrument
to which the common seal of the corporate body has been affixed, in apparent
compliance with the conditions or directions for the use of such common
seal referred to in section 2, shall be binding on such corporate body,
notwithstanding any defect or circumstance affecting the execution of such
instrument.
12. Petition
to decide question whether person is a member of a corporate body.
When
any question arises as to whether any person is a member of any such corporate
body as aforesaid, any person interested in such question may apply by
petition to the High Court for its opinion on such question. Notice of
the hearing shall be given to such persons and in such manner as the Court
shall think fit, and any opinion given by the Court on an application under
this section shall be deemed to have the force of a declaratory decree.
13. Powers
of High Court and Yang di-Pertua Negeri.
(1)In
addition to any jurisdiction relating to trusts in general the High Court
shall have power, upon the application of any interested party made subject
to any rules of court, to make such orders regarding the constitution of
any body incorporated under this Ordinance or in regard to the trustees
thereof as may seem to it proper and any orders of the High Court, whether
under this Ordinance or not, relating to the trust shall, subject to appeal,
be conclusive and binding for all purposes and shall be registered by the
trustee or trustees with the person appointed under the provisions of section
7. In particular and without prejudice to the generality of the foregoing,
the High Court may authorise -
(a)any
variation in the composition or constitution of such corporate body or
in the rules or other instrument regulating the same without prejudice
to its due incorporation and perpetual succession for the objects which
were applicable at the time of incorporation; (b)the
amalgamation of two or more bodies incorporated under this Ordinance having
the same or similar objects and the vesting of the property of those bodies
in a new corporate body having such constitution as the Court may approve; (c)a
change of name of any corporate body created under this Ordinance. (2)Any
power conferred upon the High Court by subsection (1) may be exercised
in conjunction with and as part of any application to it in any matter
relating to the trust in respect of which incorporation has been granted. (3)Upon
the registration of any order of the High Court relating to the trust the
Yang di-Pertua Negeri shall have power to order the termination of incorporation
of any corporate body under this Ordinance and to give such directions
as to the disposal of its assets as he sees fit to order.
14. Liability
of trustees and others, notwithstanding incorporation.
After
a certificate of incorporation has been granted under the provisions of
this Ordinance all trustees of the body or association of persons, notwithstanding
their incorporation, shall be chargeable for such property as shall come
into their hands, and shall be answerable and accountable for their own
acts, receipts, neglects and defaults, and for the due administration of
the body or Association of person and its property, in the same manner
and to the same extent as if no such incorporation has been effected.
15. Contracts
not under seal to be binding in certain cases.
Every
contract made or entered into by the trustees of a body or association
of persons which would be valid and binding according to the constitution,
settlement or rules of the said body or association of persons if no such
incorporation had taken place as aforesaid, shall be valid and binding
although the same shall not have been made or entered into under the common
seal of the trustees.
16. Payments
on transfers in reliance on corporate seal protected.
Any
person who shall make or permit to be made any transfer or payment bona
fide, in reliance on any instruments to which the common seal of any
body corporate created under this Ordinance is affixed, shall be indemnified
and protected by the person or persons executing such instrument in respect
of such transfer or payment, notwithstanding any defect or circumstance
affecting the execution of the instrument.
17. Appeals.
For
the avoidance of doubt it is declared that an appeal shall lie to the Court
of Appeal from any order of the High Court in respect of any jurisdiction
conferred by this Ordinance.
18. Rules.
The
Yang di-Pertua Negeri may make rules generally for the purposes of this
Ordinance including the fixing of fees, the prescribing of forms and the
regulating of applications for certificates of registration.
SCHEDULE1.The
objects of the body or association of persons, and the rules and regulations
of the same, together with the date of, and parties to, every deed, will,
or other instrument (if any) creating, constituting, or regulating the
same. 2.A
statement and short description of the land, or interest in land, which
at the date of application is possessed by, or belonging to, or held on
behalf of such body or association of persons. 3.The
names, residences, and additions of the said trustees of such body or association
of persons, the manner and date of their appointment, their number, qualifications,
tenure and avoidance of office, and the mode of appointing new trustees.
4.The
proposed title of the corporate body, of which title the words “trustees”
and “registered” shall form part.
5.The
proposed device of the common seal.
6.The
regulations for the custody and use of the common seal. *
Throughout the Ordinance “Yang di- Pertua Negeri” substituted for “Governor”
by virtue of G.N.S. 87 of 1965 and Enactment No. 17 of 1976.
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