Grand Court (Amendment) Act, 2025 (Act 5 of 2025)

CHURCHES INCORPORATION (AMENDMENT) BILL, 2025 A BILL FOR AN ACT TO AMEND THE CHURCHES INCORPORATION ACT (2007 REVISION) TO EFFECT CHANGES TO THE GOVERNANCE ARRANGEMENT OF THE RESPECTIVE CHURCHES; TO PROVIDE THAT INCOME AND ASSETS OF EACH CHURCH SHALL BE APPLIED EXCLUSIVELY FOR THE FURTHERANCE OF THE CHURCH'S PURPOSES; AND FOR INCIDENTAL AND CONNECTED PURPOSES PUBLISHING DETAILS Sponsoring Ministry/Portfolio: Ministry of Financial Services and Commerce Objects and Reasons Memorandum of OBJECTS AND REASONS The Bill seeks to amend the Churches Incorporation Act (2007 Revision), (the “principal Act”), to carry out changes to the governance arrangement of the respective churches in keeping with the requirements under the Non-Profit Organisations (Registration Application) Regulations (2020 Revision). In furtherance of these requirements, the Bill also seeks to amend the principal Act to provide that the income and assets of each church shall be applied exclusively for the furtherance of its purposes. The principal Act sets out the initial constitution for each church provided for in the legislation. The Bill provides for amendments that reflect, among other things, changes in the names, the constitution, the management structure and property holding by the respective churches. Clause 1 provides for the short title and commencement. Clauses 2 to 6 provide for the amendments in respect of Agape Family Worship Centre. Clauses 7 to 11 provide for the amendments in respect of the Anglican Church of the Cayman Islands. Clauses 12 to 17 provide for amendments in respect of the Cayman Islands Conference of Seventh-day Adventists. Clauses 18 and 19 set out the amendments in respect of the Church of God (Universal). Clauses 20 to 22 provide for the amendments in respect of the New Testament Church of God. The amendments in respect of the Roman Catholic Church are set out in clauses 23 to 27. The amendments in respect of the United Church are set out in clauses 28 to 33. Clause 34 provides for the amendment of section 74 of the principal Act to empower the Cabinet, among other things, to amend the principal Act by Order where there is a change in the ownership of the real property listed under section 9, 21, 32, 37, 42, 47, 51 or 63 in respect of the relevant Church. Clause 35 provides for general amendments to the principal Act to change the use of Roman numerals in the part headings to Arabic numerals. The clause also makes a general amendment to the principal Act to amend the word “Seventh-Day” to “Seventh-day”. CHURCHES INCORPORATION (AMENDMENT) BILL, 2025 Clause Insertion of section 22A - assets and income of the Anglican Church of the Cayman Insertion of section 33A - assets and income of the Cayman Islands Conference of Clause 1 CHURCHES INCORPORATION (AMENDMENT) BILL, 2025 A BILL FOR AN ACT TO AMEND THE CHURCHES INCORPORATION ACT (2007 REVISION) TO EFFECT CHANGES TO THE GOVERNANCE ARRANGEMENT OF THE RESPECTIVE CHURCHES; TO PROVIDE THAT INCOME AND ASSETS OF EACH CHURCH SHALL BE APPLIED EXCLUSIVELY FOR THE FURTHERANCE OF THE CHURCH'S PURPOSES; AND FOR INCIDENTAL AND CONNECTED PURPOSES ENACTED by the Legislature of the Cayman Islands. Short title and commencement (1) This Act may be cited as the Churches Incorporation (Amendment) Act, 2025. (2) This Act shall come into force on such date as may be appointed by Order made by the Cabinet. Repeal and substitution of section 4 - constitution of corporation The Churches Incorporation Act (2007 Revision), in this Act referred to as the “principal Act”, is amended by repealing section 4 and substituting the following Clause 3 “Constitution of corporation (1) The persons collectively holding the offices of Chairman, Secretary, Treasurer within the corporation and any other persons appointed to the board of the corporation, in such manner as the corporation determines in its documented bye-laws, and who are also members, are declared and appointed a corporation or body corporate to have continuance forever and perpetual succession by the name of the Agape Family Worship Centre and possessed of a corporate seal, if the corporation elects to have a seal, and by that name may sue and be sued in all Courts in the Islands. (2) No act or proceeding of the corporation shall be invalidated by reason of any vacancy in the body or in any of the offices mentioned in subsection (1) or by any defect in the appointment of any person to any such office. (3) The seal of the corporation, if the corporation elects to have one, shall be of such design and pattern as the corporation may, from time to time, determine. (4) On the recording in the Public Recorder Office of a certificate under the seal of the corporation, if the corporation elects to have a seal, the person named in the certificate shall be deemed to be the holder of the office named on the certificate until the recording or lodging of a certificate of the resignation or termination of the said appointee or the appointment of another person to such office.”. Repeal of section 5 - corporate seal The principal Act is amended by repealing section 5. Amendment of section 8 - power of corporation The principal Act is amended in section 8 as follows — (a) in paragraph (c), by deleting the words “such securities;” and substituting the words “such securities; and”; (b) in paragraph (d), by deleting the words “such appointment; and” and substituting the words “such appointment.”; and by repealing paragraph (e). Amendment of section 9 - church property vested in corporation The principal Act is amended in section 9 as follows — (a) in subsection (1), by deleting the words “(including Registration Section George Town Central Block 14CJ Parcel 107)”; (b) in subsection (2), by deleting the words “held by, is”; and Clause 6 by inserting after subsection (2) the following subsections — “(3) The following is the list of lands and hereditaments that are the subject of subsection (1) — Block 15C 24REM1”. (4) The corporation is not liable for the debts or liabilities of any subsidiary companies or any companies in which the corporation may have shares unless specifically contracted otherwise in writing by the corporation.”. Insertion of section 12A - assets and income of the Agape Family Worship Centre The principal Act is amended by inserting after section 12 the following section — “Assets and income of the Agape Family Worship Centre 12A. (1) The assets and income of the corporation shall be applied exclusively in the furtherance of the purposes of the corporation and no portion of the assets and income of the corporation shall be distributed as profit or dividend directly or indirectly to any member of the corporation, unless the distribution is intended for the legitimate purpose of compensating a person for services to further the activities of the corporation or paying for expenses incurred on behalf of the (2) Nothing in this section shall prevent the payment, in good faith, of — (a) reasonable and proper remuneration to any officer or employee of the corporation or to any member of the corporation, in return for any services actually rendered to the corporation; (b) the payment of interest on money lent by any member of the corporation at a rate per year — (i) not exceeding two per cent less than the base lending rate prescribed for the time being by a clearing bank selected by the committee or three per cent, whichever is greater; or (ii) at a normal commercial rate; or reasonable and proper rent for premises demised or let by any member of the corporation or of its board of officers for the purposes of the corporation. Clause 7 (3) Any money raised by the corporation or the Church shall be applied to the specific purpose for which it was raised and such purposes may include the charitable aid of a member of the Church. (4) For the purposes of this section, “officer” means any person appointed to the board of officers of the Corporation.”. Amendment of section 13 - definitions and interpretation in this Part The principal Act is amended in section 13(1), by deleting the words “Church in Jamaica”, wherever they appear, and substituting the words “Church in Jamaica and the Cayman Islands”. Amendment of section 15 - constitution of body corporate The principal Act is amended in section 15(1) by deleting the words “Diocese of Jamaica” and substituting the words “Diocese of Jamaica and the Cayman Islands”. Amendment of section 21 - vesting of property The principal Act is amended in section 21 as follows — (a) in subsection (1), by deleting the words “Church in Jamaica” and substituting the words “Church in Jamaica and the Cayman Islands”; and (b) in subsection (3), by deleting the table and substituting the following table — Block 99A 13D Clause 10 Insertion of section 22A - assets and income of the Anglican Church of the

The principal Act is amended by inserting after section 22 the following section — “Assets and income of the Anglican Church of the Cayman Islands 22A. The assets and income of the Church shall be applied exclusively in the furtherance of the purposes of the Church and no portion of it shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the Church, unless such distribution is intended for — (a) the legitimate purpose of compensating a person for services to further the purposes of the Church; or (b) paying for expenses incurred on behalf of the Church.”. Amendment of section 23 - trust upon which property held

The principal Act is amended in section 23(2)(c) by deleting the words “Church in Jamaica” wherever they appear and substituting the words “Church in Jamaica and the Cayman Islands”. Amendment of section 29 - definitions in this Part

The principal Act is amended in section 29, in the definition of “Church”, by inserting after the words “Seventh-Day Adventists” the words “including its successors and any body for the time being exercising its functions”. Amendment of section 30 - creation of corporation and officers thereof

The principal Act is amended in section 30 as follows — (a) by repealing subsection (1) and substituting the following subsections — “(1) The persons holding the office of President, Executive Secretary, Chief Financial Officer and any other persons who are appointed to the Executive Committee are hereby declared to be a corporation, and each person holding such office or so appointed shall be a member of the corporation. (1A) The corporation shall have continuance forever and perpetual succession by the name of “the Cayman Islands Conference of Seventh-day Adventists” and possessed of a corporate seal, if the corporation elects to have a seal, and by that name may sue and be sued in all courts in the Cayman Islands. (1B) No deed or document purporting to be executed by the corporation shall be of any force or validity unless it is sealed with the corporate seal, if the corporation elects to have a seal, and signed by any two of the persons listed below — Clause 14 (a) President of Cayman Islands Conference of Seventh-day Adventists; (b) Executive Secretary of the Cayman Islands Conference of Seventh-day Adventists; or the Chief Financial Officer of the Cayman Islands Conference of Seventh-day Adventists.”; and (b) in subsections (3) and (4), by inserting after the words “seal of the corporation”, wherever they appear, the words “, if the corporation elects to have a seal,”. Insertion of sections 31A and 31B - bye-laws; liability

The principal Act is amended by inserting after section 31 the following sections — “Bye-laws 31A. (1) In respect of all matters within the province or discretion, or subject to the election, decision, control or management of the corporation, it shall be lawful for the Church in a meeting to agree the form of bye-laws which governs and to make such rules, in harmony with the purposes of the corporation — (a) for convening and adjourning the meetings of the corporation; (b) for conducting business; for carrying into effect the trust and powers vested in or conferred on the corporation; (d) for recording its proceedings; and (e) generally for the carrying out of the objects of the corporation, and to revoke, alter add or modify all or any of the bye-laws with the approval of the Inter-American Division of Seventh-day Adventists. (2) The bye-laws in force shall be binding on the members of the Liability 31B.(1) No member of the corporation shall be in any way personally responsible as such or as a trustee of any of the lands, hereditament, goods, chattels or effects for the time being vested in the corporation, for or in respect of any debt due, owing or accruing, on or in reference to such trust property, nor for any involuntary loss suffered by the corporation, nor for more money than shall come into the member’s hands, nor for any injury which may be done by others to the said trust property or any parts thereof. Clause 15 (2) The corporation shall not be liable for the debts or liabilities of any subsidiary companies or any companies in which the corporation may have shares unless specifically contracted otherwise in writing by the corporation.”. Amendment of section 32 - vesting of property

The principal Act is amended in section 32 as follows — (a) in subsection (1), by deleting the words “or any of them or by the General Conference Corporation of Seventh-Day Adventists are” and substituting the words “are, if not already legally registered in the name of the Church,”; and (b) by repealing subsection (2) and substituting the following subsections — “(2) All real property and personal property in the Islands bequeathed by will or otherwise given to the Church or to any person for the benefit of the Church, shall be vested in and shall be deemed to be the property of the corporation. Block 4B West Bay North 4D 14E Spotts 24E Spotts 24E 27B 28D 44B Clause 16 49B 54D 57E 72C 104A Cayman Brac East 109B Amendment of section 33 - powers of corporation

The principal Act is amended in section 33 by inserting after the words “shall have power” the words “for the benefit and purposes of the Church or for any special purpose or purposes of or connected with the work of the Church in the Islands, with respect to any lands, hereditaments, goods, chattels and effects or seal or personal property, or any estate or interest therein”. Insertion of section 33A - assets and income of the Cayman Islands Conference of Seventh-day Adventists

The principal Act is amended by inserting after section 33 the following section — “Assets and income of the Cayman Islands Conference of Seventhday Adventists 33A. (1) The assets and income of the corporation shall be applied exclusively in the furtherance of the purposes of the corporation and no portion of the assets and income of the corporation shall be distributed as profit or dividend directly or indirectly to any member of the corporation, unless such distribution is intended for the legitimate purpose of compensating a person for services to further the activities of the corporation or paying for expenses incurred on behalf of the (2) Nothing in this section shall prevent the payment, in good faith, of — (a) reasonable and proper remuneration to any officer or employee of the corporation or to any member of the corporation, in return for any services rendered to the corporation; (b) interest on money lent by any member of the corporation or any officer of the corporation at a rate per year — Clause 18 (i) not exceeding two per cent less than the base lending rate prescribed for the time being by a clearing bank selected by the Executive Committee or three per cent, whichever is greater; or (ii) at a normal commercial rate; or reasonable and proper rent for premises demised or let by any member of the corporation or of its board of officers.”. Amendment of section 37 - vesting of property

The principal Act is amended in section 37 by inserting after subsection (2) the following subsection — Block 14E 14BH 28D 32B 72C Amendment of section 38 - powers of corporation

The principal Act is amended in section 38 as follows — (a) by renumbering the provision as subsection (1); and (b) by inserting after subsection (1), as renumbered, the following subsection — “(2) The assets and income of the Church shall be applied exclusively in the furtherance of the purposes of the Church and no portion of it shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the Church, unless such distribution is intended for — (a) the legitimate purpose of compensating a person for services to further the activities of the Church; or (b) paying for expense incurred on behalf of the Church.”. Clause 20 Amendment of section 45 - creation of corporation and officers thereof

The principal Act is amended by repealing subsection (1) and substituting the following subsection — “(1) The following persons, namely Eitel Nathaniel Morris (Administrative Bishop), Elaine Jacqueline Willis (Secretary/Treasurer), Clovis Hugh George Wilks (Executive Board Member), Richard Cornelius Fraser (Executive Board Member) are declared constituted and appointed a corporation or body corporate to have continuance forever and perpetual succession by name of “The New Testament Church of God” possessed of a corporate seal and by that name may sue and be sued in all courts in the Islands.”. Repeal and substitution of section 46 - signing officers of corporation

No deed or document purporting to be executed by the corporation shall be valid unless it is sealed with the corporate seal and signed by the Administrative Bishop and any two of the following persons — (a) the Secretary/Treasurer in the Islands; or (b) a member of the Executive Board in the Islands.”. Amendment of section 47 - vesting of property

The principal Act is amended in section 47 as follows — (a) by numbering the unnumbered subsection as subsection (1); and Clause 23 (b) by inserting after subsection (2) the following subsections — (4) The assets and income of the Church shall be applied exclusively in the furtherance of the purposes of the Church. (5) No portion of the assets and income of the Church shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the Church unless such distribution is intended for the legitimate purpose of compensating a person for services to further the activities of the Church or paying for expenses incurred on behalf of the Church.”. Amendment of section 49 - definitions in this Part

The principal Act is amended in section 49 as follows — (a) in the definition of “successors in office” by deleting the words “the proper authority in Rome” and substituting the words “ the Roman Pontiff of the Catholic Church”; and (b) by deleting the definition of “the proper authority in Rome”. Amendment of section 50 - creation of corporation

The principal Act is amended in section 50 as follows — (a) in subsection (1), by deleting the words “The Most Reverend Samuel Carter, Doctor of Divinity” and substituting the words “Allen H. Vigneron”; (b) by inserting after subsection (1), the following subsection — Block 1C 14BG 14E 19E High Rock 68A Cayman Brac West 96D Clause 25 “(1A)On July 14, 2000, by determination of the Roman Pontiff’s Congregation for the Evangelization of Peoples, responsibility for the Missio sui iuris of the Cayman Islands was permanently transferred from the Roman Catholic Archbishop of Kingston to the Roman Catholic Archbishop of Detroit, His Eminence, Adam Cardinal Maida, and his successors in office, as appointed by the Roman Pontiff of the Catholic Church and on January 5, 2009, by appointment of the Roman Pontiff, His Excellency, Allen H. Vigneron, succeeded His Eminence, Adam Cardinal Maida, as Archbishop of Detroit and, consequently, Roman Catholic Archbishop of the Cayman Islands.”. Insertion of section 50A - application of assets and income

The principal Act is amended by inserting after section 50 the following section — “Application of assets and income 50A The assets and income of the corporation shall be applied exclusively in the furtherance of the purposes of the corporation and no portion of the assets and income of the corporation shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the corporation, unless the distribution is intended for — (a) the legitimate purpose of compensating a person for services to further the activities of the corporation; or (b) paying for expenses incurred on behalf of the corporation.”. Amendment of section 51 - vesting of property

The principal Act is amended in section 51(3) by deleting the table and substituting the following table — Block 7C 15B 57A 4E Cayman Brac West 96E Clause 27 Cayman Brac East 107A Amendment of section 53 - appointment of officer

The principal Act is amended in section 53 by deleting the words “the proper authority in Rome” and substituting the words “the Roman Pontiff of the Catholic Church.”. Amendment of section 55 - definitions in this Part

The principal Act is amended in section 55 by deleting the definitions of “Council”, “Corporation” and “Church” and substituting the following definitions — “ “Church” means the United Church in Jamaica and the Cayman Islands and includes its successors and any body or entity (by whatever name it may be called) for the time being exercising its functions; “Corporation” means the Cayman United Church Corporation or CUCC; and “Council” means the Cayman Islands Regional Mission Council of the United Church in Jamaica and the Cayman Islands and includes any body, Synod or meeting (by whatever name it may be called), which for the time being, exercises in Grand Cayman the functions of the said Council.”. Amendment to section 63 - church property vested in corporation

The principal Act is amended in section 63 by deleting subsection (2) and substituting as follows — “(2) The following is the list of land and hereditaments the subject of subsection (1) — Block George Town Commercial 5B West Bay South 5B West Bay South 5C George Town Commercial OPY 14BH 150REM1 15B 15E 20D 20E Clause 30 Prospect 22D 23C Prospect 23C 28D 32B 38D 38E 44B 49C 72C 75A Little Cayman West 83A Amendment to section 65 - trusts upon which property held

The principal Act is amended in section 65 deleting the words “United Church of Jamaica and Grand Cayman” wherever they appear and substituting the words “United Church in Jamaica and the Cayman Islands”. Amendment to section 70 - execution of deeds

The principal Act is amended in section 70 by deleting the word “Secretary” and substituting the words “Regional Deputy General Secretary”. Amendment to section 72 - evidence of acts

The principal Act is amended in section 72 by deleting the word “Secretary” and substituting the words “Regional Deputy General Secretary”. Clause 33 Insertion of section 72A - assets and income

The principal Act is amended by inserting after section 72 the following section — “Assets and income 72A. (1) The assets and income of the Church shall be applied exclusively for the furtherance of the purposes of the Church. (2) No portion of the assets and income of the Church shall be distributed as profit or dividend directly or indirectly to the controllers, shareholders, owners or members of the Church, unless such distribution is intended for the legitimate purpose of compensating a person for services to further to activities of the Church or paying for expenses incurred on behalf of the Church.”. Repeal and substitution of section 74 - Governor in Cabinet may amend by Order

The principal Act is amended by repealing section 74 and substituting the following “Cabinet may amend by Order 74. The Cabinet may, by Order, amend this Act in relation to — (a) a change of the name of a Church; and (b) a change in the ownership of the real property listed under section 9, 21, 32, 37, 42, 47, 51 or 63 in respect of the relevant Church, that is incorporated under this Act.”. General amendments to the principal Act

The principal Act is amended as follows — (a) by deleting the words “Part I” wherever they appear and substituting the words “Part 1”; (b) by deleting the words “Part II” wherever they appear and substituting the words “Part 2”; by deleting the words “Part III” wherever they appear and substituting the words “Part 3”; (d) by deleting the words “Part IV” wherever they appear and substituting the words “Part 4”; (e) by deleting the words “Part V” wherever they appear and substituting the words “Part 5”; (f) by deleting the words “Part VI” wherever they appear and substituting the words “Part 6”; Clause 35 (g) by deleting the words “Part VII” wherever they appear and substituting the words “Part 7”; (h) by deleting the words “Part VIII” wherever they appear and substituting the words “Part 8”; (i) by deleting the words “Part IX” wherever they appear and substituting the words “Part 9”; (j) by deleting the words “Part X” wherever they appear and substituting the words “Part 10”; and (k) by deleting the words “Seventh-Day” wherever they appear and substituting the words “Seventh-day”. Passed by the Parliament the day of Speaker Clerk of the Parliament