BARWICK C.J. The Queensland Meat Industry Board (the Board) was established of Queensland (the Act). It was given the duty by s. 12 of the Act "to manage and maintain the public abattoir for the Metropolitan Abattoir Area, to manage and maintain all public saleyards and the public meat market established in connexion with that public abattoir". (at p398)

2. The Act vested in the Board the abattoirs in Brisbane which formerly had been owned by the Swift Australian Company Limited and provided that the Board should, subject to the Act "have sole and exclusive ownership and control of the abattoirs and the maintenance use and working thereof". (at p399)

3. The express powers of the Board are to be found in Part IV of the Act, principally in ss. 11 and 13. The Board is given power to borrow money, and to issue debentures to the Swift Australian Company. The general power to borrow includes power to secure the borrowing, but any securities are to be postponed to the debentures which might be issued to the Swift Australian Company. The Board has power to fix reasonable tolls, rates, etc. for the use of any property of the Board or for services performed by it. (at p399)

4. Section 16 of the Act provides that all fees or sums of money received by the Board shall form a fund out of which stated disbursements shall be defrayed. Paragraph (d) of this section included in the items "(d) The expenses of the establishment etc. and maintenance of public saleyards, abattoirs, public meat-market, canning, preserving, chilling or freezing works, and all other expenses involved in the carrying out of the purposes of the Act". (at p399)

5. Section 86 of the Act gives the Board power with the prior approval of the Minister to expend such of its moneys as are approved by the Minister for purposes which the Minister is satisfied are connected with the well-being, promotion, expansion or development of the meat industry, or any section or part of the meat industry in Queensland. (at p399)

6. Section 88 of the Act confers on the Governor in Council the power to make regulations which might be convenient for the administration of the Act or which may be necessary or expedient to carry out its objects or purposes, and provides that "where there may be in this Act no provision or no sufficient provision in respect of any matter or thing adequate necessary or expedient to give effect to this Act" the regulation-making power is to extend to providing for or supplying such omission or insufficiency. But no regulations relevant to the particular problems arising in this case have been made. (at p399)

7. In addition to the power to manage and to control the Brisbane Abattoir which was vested in it by the Act, the Board is given power to establish other public abattoirs, and, in relation to them, to exercise the same powers as it is given with respect to the Brisbane Abattoir. These other public abattoirs are to be in the Metropolitan Abattoir Area. In addition, it is given the duty to establish, manage and maintain a public abattoir for any and every public abattoir area, other than the Metropolitan Abattoir Area, which may be constituted under the Act. But all these areas, of course, are within the State of Queensland. (at p400)

8. There existed at all relevant times an industry award of the arbitration authority of the State of Queensland covering the Board's employees and its relationship to them, by name the Brisbane Abattoir Award (the State Award). (at p400)

9. In 1959 the Australasian Meat Industry Employees Union (the Union), an organization registered under the Commonwealth Conciliation and Arbitration Act 1904-1961 (the Federal Act), served a log of claims on the Meat and Allied Trades Federation of Australia (the Federation), an organization of employers registered under the provisions of the Federal Act, and a number of employers whose names are to be found in Schedule B to the Federal Meat Industry Award 1959 (the Award). The Award was made in February 1960 in settlement of the dispute which was constituted by the failure of the persons and organizations on whom this log of claims was served to agree to its demands. It is expressed to be binding inter alios on the Union, its branches and members and upon the Federation and its members. (at p400)

10. The Board was not served with this log, nor is its name included in the Schedule B to the Award, nor was it at the time of the service of the log, nor at the time of the making of the Award, a member of the Federation. However, on 7th April 1964, the Board having made application under r. 6 of the Constitution and Rules of the Federation, was admitted to membership of the Federation and its name entered in the records of the Federation as a member. If these procedures were effective to make the Board in law a member of the Federation, it then became bound by, and entitled to the benefits of, the provisions of the Award. (at p400)

11. By cl. 12 of the Award, it is made an offence for any of the work in any of the classifications set out in the Award (which include beef boning) to be performed under any piecework or tally system unless such system is agreed to by the Union or approved by the Commissioner. On 17th August 1964 an incentive scheme for beef boning in the boning room at the Brisbane Abattoir was proposed by the Board. On the same day a copy of a document, described as an application under cl. 12 of the Award for approval of the incentive scheme, setting out its terms and signed by the Secretary of the Federation, Queensland Division, for and on behalf of the Board was sent by post to the Secretary of the Union by the Industrial Officer of the Federation, Queensland Division. Thereupon the employees of the Board in the boning room of the Brisbane Abattoir informed the Board that they did not consider that the Board's action in applying for approval of the incentive scheme was in conformity with the provisions of the State Award which they claimed covered operations at the Brisbane Abattoir, and that they were prepared to continue to offer for employment under the terms of the State Award. Upon the men being advised by the Board that in its view they were covered by the provisions of the Award, they went on strike. The Federation, Queensland Division, on behalf of the Board, then notified a Conciliation Commissioner pursuant to s. 28 of the Federal Act of the existence of an industrial dispute between the Board and the Union. This dispute was whether or not the industrial relationship between the Board and its employees was governed by the Award or by the State award; not a question which the Commissioner could entertain or resolve. (at p401)

12. Meantime, on 27th August 1964 a Judge of the Commonwealth Industrial Court granted a rule nisi, at the instance of the Federation, calling upon the Union to show cause why orders should not be made restraining the Union from continuing a ban imposed by it on 17th August in relation to work by its members in the boning room of the Brisbane Abattoir, the award containing a "bans" clause in now familiar terms. (at p401)

13. On 27th October, by majority, the Industrial Court made absolute the rule nisi to the following extent: "that the Union comply with the provisions of par. (i) of sub-cl. (c) of cl. 6 of the Award by ceasing in any way directly or indirectly to be a party to, or concerned in, a ban, limitation or restriction upon the performance of work imposed by it on 17th August in relation to work in the boning room at the Brisbane Abattoir." The Court's order also enjoined the Union, until 27th April 1965, from committing a breach or non-observance of the bans clause in the award by being a party to, or concerned in, any ban, limitation or restriction upon the performance of work in the boning room at the Brisbane Abattoir. (at p401)

14. On 20th November 1964 the Union applied to a Justice of this Court for a writ of prohibition directed to the Federation, the Board and the Conciliation Commissioner by whom the application for approval of the incentive scheme would be heard to stay further proceedings upon that application upon the ground that the Commissioner had no jurisdiction to approve the scheme because the Board was not a party to the industrial dispute, in the settlement of which the award was made, nor to any other dispute with the Union extending beyond the limits of Queensland. (at p401)

15. On the same day the Justice of this Court also made an order that the Commonwealth Industrial Court and the Federation show cause why further proceedings upon the orders of that Court made on 27th October should not be prohibited. The grounds of the prohibition were, in substance, that the Board could not be, and was not, a member of the Federation. (at p402)

16. No doubt if the Board was not at the date of its application a member of the Federation, it was not bound by or entitled to the benefit of the Award: nor were the members of the Union whom it employed bound by the Award in relation to their employment with the Board. In that case the Commissioner could not have any jurisdiction to entertain the Board's application for his approval of the introduction by the Board of its incentive scheme for its boning room. (at p402)

17. The Commissioner would have jurisdiction to decide for himself in the first place whether or not the Board is a member of the Federation and thus a proper party to make application for his approval under cl.12 of the Award. But he could not make any conclusive or unexaminable finding in that respect. Apart from constitutional considerations, I would not regard this as a case in which the Conciliation Commissioner was intended to be able to so determine the facts which formed the foundation of his jurisdiction. But constitutional considerations put the matter beyond question. (at p402)

18. Whether or not the Board was, on 17th August 1964, a member of the Federation, and therefore because of that membership, entitled to the benefit of the provisions of the Award, and its employees, members of the Union, bound to observe the terms of the Award in relation to their employment with the Board, are matters which this Court if they are called in question, must examine and determine for itself. To the extent that the resolution of these questions depends upon facts, those facts must be established in this Court; it is not enough that the parties merely furnish, as was done in this case, a transcript of what has occurred elsewhere. As it happens, nothing turns in the present matter upon any material which is not to be found in documentary form. The necessary documents are before us, though formally as part of the material tendered elsewhere. (at p402)

19. If the Court concludes that the Board was not, on 27th August 1964, a member of the Federation, then it follows, in my opinion, that the Commissioner must be restrained from entertaining the application made by the Federation on behalf of the Board for approval of its incentive scheme for the boning room employees at the Brisbane Abattoir. It would also follow, in my opinion, that the Commonwealth Industrial Court lacked power to make the orders which it did make because the Union had not broken a term of an award, the bans clause being, in that event, inapplicable to the employment of the Union's members who were working in the boning room of the Board at the Brisbane Abattoir. The existence of a legally binding obligation to do that which is alleged before the Industrial Court to be the breach of an award is, in my opinion, essential to the jurisdiction of that Court to order compliance or to restrain breach. If there is a valid award binding the parties before it, the question whether or not there has been a breach of that award and the question whether or not such a breach is threatened so far as these are questions of fact are committed to the decision of the Industrial Court. But that Court has no jurisdiction to find an actual or threatened breach, if there is no valid award or if the award, being valid, does not bind in relevant respects the party sought to be restrained. The question as to the validity or otherwise of the award and the question whether it creates the obligation which is said to be the basis for the order or injunction of the Commonwealth Industrial Court are questions ultimately for the decision of this Court. (at p403)

20. The argument for the Union in support of its submission that the Board was not in law a member of the Federation at the relevant time was expressed in the following two ways. It was said firstly that no power, express or implied, is given to the Board by the Act which would enable it to join an organization of employers registered under and for the purposes of the Federal Act. Secondly, that, failing acceptance of the first submission, the objects of the Federation include objects or purposes, the pursuit of which would be either incompatible with the performance by the Board of its statutory functions or beyond the corporate powers of the Board, and that for these reasons the Board's attempt to become a member of the Federation was ineffective. (at p403)

21. In connexion with this second submission, attention was called to the following objects contained in the Constitution and Rules of the Federation: "(f) To raise funds by means of subscriptions of members and levies on members and otherwise, and impose fines on members for all the purposes and objects of the Federation in such amounts and in such manner as is provided for in these rules. (g) To discuss and consider matters affecting the said industry and to collect and disseminate such information relating thereto as may be calculated to be of use to producers, consumers, distributors and the public generally. (j) To promote or oppose legislative and other measures affecting or likely to affect the meat industry. (m) To carry on any business in connexion with or relating to the meat industry, whether manufacturing, distributing, importing or otherwise, which may seem to the Federation to be of benefit to the members thereof or to be calculated directly or indirectly to enhance the value of or render profitable any of the Federation's property or rights. (n) To acquire and undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Federation is authorized to carry on, or possessed of property suitable for the purposes of this Federation. (v) To establish, maintain, and conduct a club for the accommodation of members of the Federation and their friends to provide club premises and other conveniences, to obtain licences under the liquor laws, and generally to afford to members and their friends all the usual privileges, advantages, convenience and accommodation of a club. (aa) To adopt any additional objects from time to time." (at p404)

22. Members of the Federation can withdraw from membership but only upon three months' written notice. All subscriptions, fines, levies and dues of all descriptions, which have accrued at the date of the giving of the notice or which accrue during the currency of the notice must also be paid if the notice of withdrawal from membership is to be effective (cl. 7 of the Constitution and Rules of the Federation). (at p404)

23. The control of the Federation is in the hands of a Federal Executive Committee subject to the direction of the Federation in General Meeting (cl. 15) in which majority rule, each member having one vote, prevails (cl. 10). However, any resolution dealing with or directly affecting a matter which the Executive Committee has resolved to be a matter of policy of the Federation requires a three-fourths majority of the members voting to be effective (cl. 10 (k)). (at p404)

24. Included in the powers of the Federal Executive Committee is the power to fix the amount of the subscriptions payable by members and to make such levies and impose such fines as it may think fit, and upon such basis as it may consider expedient, such levies or fines not being necessarily imposed uniformly over the membership (cl. 18). (at p404)

25. Both the proceeds of the subscriptions paid by and of the levies and fines imposed upon members according to its Constitution and Rules may be devoted by the Federation so far as its Constitution and Rules are concerned to any of the purposes which are set out in the objects of the Federation, despite the opposition of any one member. A dissenting member cannot avoid payment of the subscription or levy imposed by withdrawal from membership of the Federation. (at p405)

26. The Board can only become a member of the Federation by subscribing to the Federation's constitution and rules in their entirety. By joining, it thus becomes contractually bound to pay the subscriptions and levies which the executive committee may fix, an obligation it cannot terminate except in accordance with the Rules. (at p405)

27. The Federal Act gives to the Commonwealth Industrial Court and the Industrial Registrar a degree of control of the rules of an organization, such as the Federation, registered under the Federal Act. It contemplates that entering into membership of such an organization shall not be encumbered by "oppressive, unreasonable or unjust" conditions, obligations, or restrictions. It also makes provision for correction of a situation where the rules of an organization are so "administered" as to subject members to oppressive, unreasonable, or unjust conditions, obligations or restrictions. But the oppression, unreasonableness or injustice is relative to the objects of the Federal Act and the purposes of registration of organizations under it: see ss. 140 and 143 of the Federal Act. Whilst the Federal Act does stipulate subject matters with which the rules of an organization must deal, it does not in terms confine the objects or purposes of an organization to the area of industrial relations. Indeed, an organization's rules may provide for any other matters not contrary to law; s. 132 and reg. 115 (1) (j) made under the Federal Act. However, it may be that because the Federal Act intends that persons engaged in an industry or calling should be able to join and remain members of a registered organization, the inclusion in its Constitution of objects and purposes which are unrelated to the "purposes of the registration of organizations under the Act" may afford ground for action under s. 140 or s. 143. But, however that may be, and to that matter I shall return later, until the rules of the organization are dealt with by the Court, they remain the rules of the organization and a member is bound by them. (at p405)

28. There is no material before the Court as to the extent of the actual or proposed activities of the Federation beyond the acts it has done in connexion with the present matter. So far as appears, it acts as a registered organization representing its members and furthering their interests as employers of labour in the Meat Industry throughout Australia, chiefly I assume, in connexion with industrial conditions determined or to be determined by the Commission under the Federal Act. (at p406)

29. There can be no doubt that the Board has no power other than that which the Act gives it expressly or impliedly: but, in the case of a corporation set up to conduct trading operations, all that might fairly and prudently be done in carrying on such an enterprise as is confided to that corporation will be included within the power to carry it on. The Courts have not been niggardly in their interpretation of the powers of such corporations; perhaps the facts and the decision in Attorney-General v. Crayford Urban District Council (1962) Ch 246 is an illustration of the liberality of construction accorded the powers of corporations authorized to manage or carry on business undertakings. (at p406)

30. The Queensland statute in giving to the Board the duty and the power to manage and control a metropolitan meat abattoir therefore gave it, by necessary implication, power to do all those things in the management of that abattoir which might reasonably and prudently be done in that connexion in the circumstances in which the Board might find itself from time to time. Subject to one consideration which I will mention in a moment, I feel no difficulty in holding that to join an organization of employers registered under the Federal Act which limits itself to the industrial representation and protection of its members is such a reasonable and prudent step in the management of a meat abattoir: and therefore that the Board may do so, even though its own operations be confined to one State, or, for that matter, to the principal city of that State and the organization operates throughout Australia. But whether or not this goes so far as to entitle the Board to join an employers' organization which has more than what might be called representational and protective objects or purposes in connexion with industrial relationships in the meat industry is quite another matter. (at p406)

31. The reservation which I made a little earlier relates to the question whether or not there is to be found in the Queensland statute any indication that the Board is not by any voluntary act on its part to take itself within the scope of the Federal Industrial Conciliation and Arbitration system. The Board is to conduct a "State enterprise" though not exclusively, if indeed at all, with funds provided by the Treasury of the State: see the financial provisions of the Act to which I have referred. It has an industry award specifically made by the State Industrial Tribunal to regulate its industrial relationships with its employees, though there is nothing in its incorporating statute which refers to the making of such an award. Whilst there may be much to be said for the view that it would seem strange to imply an intention on the part of the State legislature to empower such a Board to submit its industrial relations to regulation by the Commission set up under the Federal Act so as to have its wage levels set upon Australian rather than upon Queensland standards, I have come to the conclusion that the powers implicit in the authority and duty to conduct such an undertaking as is entrusted to the Board are not subject to a limitation which would prevent the Board becoming by its own act a respondent, actual or constructive, to a Federal award. (at p407)

32. In my opinion, one should look in the statute not for an express power in the Board to bring itself within the federal system of conciliation and arbitration but rather for such an express or implied limitation upon its power of management as would preclude the implication of a power in the Board to do so. My conclusion is that the Board may associate with other employers, including employers in other States, in the meat industry for industrial representation and protection, and that that association may be effected by becoming a member of an organization of employers registered under the Federal Act. (at p407)

33. The stated objects of the Federation include some purposes which might well be thought to be fairly incidental to the representation and protection of its members in their industrial relations with employees, in particular, in the federal sphere of conciliation and arbitration. Though the Board may not be authorized itself to carry out such purposes, neither their existence in the Constitution and Rules of the Federation nor their actual pursuit by the Federation would, in my opinion, preclude the Board from entering into the necessary contract to become a member of the Federation. The power to associate with other employers for industrial representation and protection which, in my opinion, is implicit in the power to carry on the abattoirs' enterprise under the Act must, in my opinion, extend to cover activities incidental to such association and to the central purpose or purposes for which the parties associate. (at p407)

34. However, other of the Federation's stated objects travel far beyond industrial representation and protection of its members, and objects fairly incidental thereto. These further objects are in truth disparate from the objects or purposes to which I have already referred, particularly to those representational and protective purposes which would appear to be the reason for the registration of the Federation as an organization under the Federal Act. Of such disparate purposes, objects (m) and (v), as set out above, are instances. Perhaps others of a like or even less industrial kind could be added under object (aa). To any of these disparate purposes, none of which the Board could itself seek to achieve, the funds of the Federation could lawfully be devoted, wholly or partially so far as its Constitution and Rules control the matter. Consequently, if the Federation were so to decide, the subscriptions and levies which the Board, as a member of the Federation, would be contractually bound to provide out of its own funds could be applied as part of the funds of the Federation to purposes which were not only such as the Board could not itself pursue but which are not incidental to the "industrial" objects or purposes which could in themselves form a valid reason for the Board's membership of the Federation. (at p408)

35. The Federation is not at present, nor was it at the time of the Board's admission to its membership, carrying out any of these disparate objects; nor was there any evidence in the case to suggest that it presently contemplated doing so. But none the less these disparate objects must, from the point of view of mere construction of the Constitution and Rules of the Federation, be regarded as independent objects or purposes capable of being separately, or even exclusively, carried out by the Federation. (at p408)

36. The question which is thus raised is whether the mere presence of these disparate objects in the Constitution and Rules of the Federation so far precludes the Board from contracting membership of the Federation that the purported admission of the Board as a member of the Federation was completely nugatory. (at p408)

37. Although the Board by becoming a member of the Federation does agree to pay subscriptions and levies which must, of course, be provided out of its funds, this, in my opinion, is not really a case in which the Board is attempting to deal with its property in a manner which is incompatible with its own statutory objects or purposes or which will impair its capacity to perform its statutory functions. Being a member of the Federation, allowing for all the consequences which legally could flow from its membership, does not seem to me to be incompatible with the performance of its functions or the exercise of its powers. The most that can be said, it seems to me, is that the Board may be called upon to pay a subscription or levy which might be greater than it otherwise would be called upon to pay or which indeed it might not otherwise be called to pay at all, because of the pursuit by the Federation of one or more of these disparate objects. But although this might considerably reduce the funds at the disposal of the Board for expenditure in the performance of its duties or the exercise of its powers, it is scarcely conceivable that the amounts thus required of the Board would impair its capacity to run the abattoirs to the full and efficient extent required by its statute and the circumstances of the area and the interests which the abattoirs serve. The promise to pay subscriptions and levies is itself not relevantly a dealing with the Board's property. In my opinion, neither that promise itself, nor the consequences of performing it, is or are incompatible with the duties and powers given under the Act. Thus, in my opinion, cases as to whether or not the disposal or attempted disposal by a corporation of its property or of any right therein is incompatible with the performance of its statutory obligations or precludes the exercise of its powers and therefore, ultra vires, the corporation, are not in point. Such cases deal with the undoubted principle that a corporation may not so deal with its property as to deprive itself of its capacity to perform its obligations or to exercise its powers: see Birkdale District Electric Supply Co. v. Southport Corporation (1926) AC 355 and British Transport Commission v. Westmorland County Council (1958) AC 126 and cases there dealt with The question which may arise in such cases as to the basis upon which the Court should determine the compatibility or incompatibility of what is proposed to be done, with the performance or exercise of the corporate duties and powers, that is to say, whether it is to be decided upon reasonable probabilities as matters presently stand or upon the theoretical possibilities, does not arise in this case. (at p409)

38. Further, this is not a case in which the Board is seeking through the medium of some other body which it has either promoted or assisted actively to promote, to do something itself which it is not empowered to do. Thus the particular decision in Jenkin v. Pharmaceutical Society of Great Britain (1921) 1 Ch 392 to which we referred in argument is not, in my opinion, in point here. (at p409)

39. Nor is this a case in which it is necessary to characterize the Federation in relation to some formula, statutory or otherwise; the problem here is not, in my opinion, like that which arose in the Institution of Mechanical Engineers v. Cane (1961) AC 696 though, as I shall mention hereafter, the Federation, in my opinion, has essentially the character of an organization of employers for the representation and protection of its members in industrial relations with employees, particularly in the sphere of federal conciliation and arbitration. (at p409)

40. If, as I think, there is no incompatible dealing with the Board's property involved in the case nor any radical dissonance between the performance of the Board's obligations and the exercise of its powers and membership of the Federation, as I think there is not, the challenge to the effectiveness of the Board's membership of the Federation must depend upon the view that it is beyond the competence of the Board to promise the payment of subscriptions and levies which, once within the funds of the Federation, may be applied to purposes which are disparate from those purposes of the Federation which would in themselves justify the Board's membership of it. (at p410)

41. There is no doubt some attraction in this approach to the resolution of the question which arises in the case, but I have come to the conclusion myself that it does not afford the proper answer to that question. In my opinion, such an approach is not only too narrow in relation to a matter of the kind arising here but it attacks the problem from the wrong end. If the Board can be a member of the Federation, the expense of maintaining that membership would fall within the confines of the expenditures authorized by the Act: see s. 16. The question whether or not it can be a member of this Federation calls, in my opinion, for a broader approach. The outstanding matters to be borne in mind, in my opinion, are that the Federation is an organization registered under the provisions of the Federal Act, and that the statutory powers of the Board include by implication the power to associate with other employers of labour in the Meat Industry, including employers in other States, inter alia, for the purposes of the Federal Act, and to do so by joining an organization of employers registered under that Act. (at p410)

42. Further, whilst the Constitution and Rules of the Federation have not been the subject of any application under Pt VIII of the Federal Act, a Part which is attracted by the fact of the registration of the Federation, there is, in my opinion, no reason why that part should not be applied in respect of the Constitution and Rules of the Association if the Federation attempted to pursue any of these disparate objects so as to impose upon a member obligations which were oppressive, unreasonable or unjust, having regard to those "industrial" objects which its members are entitled to regard as the real reason for the organization's existence and for their membership of it, and which are the basis for its registration under the Federal Act. This might mean that the Federation may never be able to pursue any of these disparate objects to any substantial extent or, at any rate, to any such extent as will place a substantially larger financial burden upon the Board than it would be required to meet if the Federation confined itself to the representation and protection of its members in the industrial field. (at p410)

43. The imposition of financial obligations of a substantial nature upon its members in order to pursue such disparate objects could, in my opinion, be regarded as an "administration" of the rules of the Federation in a manner which would attract s. 143 of the Federal Act. (at p411)

44. Thus, it seems to me that although apart from the effect of the Federal Act each object of the Federation is separate, having regard to the considerations I have mentioned the mere existence in the Constitution and Rules of the Federation of these disparate objects ought not to be held to preclude the Board from validly becoming a member of the Federation. The dominant purposes of the Federation, for present purposes, having in mind the provisions of Pt VIII of the Federal Act, are those which are significant for the registration of the Federation as an organization within the meaning of that part. These purposes give to the Federation the quality or character of an industrial organization of employers of a kind which, in my opinion, the Board is impliedly authorized to join. The existence of the objects or powers which I have called "disparate" do not in themselves remove or deny that quality or character. The ability of the Industrial Court to ensure that the administration of the Federation's Constitution and Rules does not become oppressive, unreasonable or unjust to its members, including the Board, having regard to the objects of the Federal Act and the purposes of the registration of the organization under it will, in my opinion, maintain that "industrial" character of the Federation which forms the justification for the Board's membership. In my opinion, the Board was able to join the Federation when it did and was at all material times for the reasons I have given a member of the Federation. It follows that the Award was binding upon the Union and its members in relation to the Board. Therefore the Commission had jurisdiction to entertain the Board's application for approval to initiate its incentive scheme in its boning room at the Brisbane Abattoirs and the Commonwealth Industrial Court had jurisdiction to enforce the bans clause contained in the Award. (at p411)

45. Since the argument of these cases, The Abattoirs Acts, 1930 to 1958 have been wholly repealed and replaced by The Meat Industry Act of 1965. By s. 153 of that Act the Board, now to be known as the Metropolitan Public Abattoirs, is empowered - "153. Board may become member of Association of Employers in Meat Industry. Any Public Abattoir Board or District Abattoir Board may become a member of any association of employers in or in connexion with the meat industry, either within Queensland or within the Commonwealth, including any such association which is registered as an organization under and within the meaning of the Conciliation and Arbitration Act, 1904-1964, of the Commonwealth or which is registered as an industrial union of employers under and within the meaning of 'The Industrial Conciliation and Arbitration Acts, 1961 to 1964'." (at p412)

46. Also, the financial provisions of the Meat Industry Act applicable to the Board under its new name are significantly different from those of the former Acts, to which I have made brief reference: see Pt VII, ss. 74-100. (at p412)

47. However, there are no retrospective or validating provisions in The Meat Industry Act in relation to the Board's capacity to join the Federation; consequently, it is still necessary, in my opinion, to dispose of the questions which have been raised in the cases. Also, it may be that the question whether or not the existence of these disparate objects of the Federation preclude the Board from joining it, notwithstanding the terms of s. 153, might just possibly have been raised. If it were, in my opinion, the answer would be quite clearly that the Board is by s. 153 empowered to join the Federation notwithstanding the presence of these disparate objects. (at p412)

48. In my opinion, for these reasons, the rule nisi for prohibition in each case should be discharged and in each case with costs. (at p412)

KITTO J. I have had an opportunity of reading the judgments prepared by my brothers Taylor and Owen. In my opinion the rules nisi should be made absolute for the reasons their Honours express. (at p412)

TAYLOR J. The central question in this case is whether the corporate capacity of The Queensland Meat Industry Board, a corporation established by s. 8 (2) of The Abattoirs Acts, 1930 to 1958 (Q.), extended so far as to enable it to become a member of the Meat and Allied Trades' Federation of Australia, an organization of employers in the meat industry and registered as such an organization under the provisions of the Conciliation and Arbitration Act of the Commonwealth. If it did so extend then the prosecutor must fail in both matters; if not, then prohibition must go since, in that event, the Board is not a party to the Federal Meat Industry Award 1959 and the foundation for the proceedings both before the Conciliation Commissioner and the Commonwealth Industrial Court disappears. (at p412)

2. By s. 8 (2) of The Abattoirs Acts the Board was declared to be a corporation with perpetual succession and capable in law of suing and being sued and having power to take, purchase, sell, exchange, lease, and hold land, goods, chattels, and other property. The powers and functions of the Board under the Act are referred to in detail by my brother Owen and it is unnecessary for me to traverse the same ground; it is, I think, sufficient to make two observations at this stage. The first is that there is reposed in the Board discretionary powers and functions which are for it alone to exercise and there can be no doubt that it was intended that these powers and functions should be exercised by it unrestricted or unimpeded by considerations extraneous to the scope and object of the Act. The second is that no express power is given to the Board to agree to become a member of an organization such as the Meat and Allied Trades' Federation. (at p413)

3. But it is said that it was within the capacity of the Board to agree to become a member of the Federation and to become bound by its constitution and rules because such an act on the part of the Board can fairly be regarded as incidental to the powers and functions with which it is invested by the statute. In particular, it is said, that the Board is empowered to establish, maintain and conduct abattoirs and to employ such employees as may be necessary for carrying out the provisions of the Act and, therefore, that it may for the purpose of the protection of its industrial interests as an employer, in effect, combine with other employers in the meat industry. (at p413)

4. However, the problem is not simply whether the Board may combine with other employers in the industry for the protection of its industrial interests; the question is of a more particular character. It is whether the Board has capacity to join an organization having the aims and objects of the Federation. Detailed reference to the aims and objects of the Federation has also been made by Owen J. and it is clear beyond doubt that the objects of the Federation extend far beyond the protection of the industrial interests of its members. The term "meat industry" is defined by its constitution to mean "all activities of traders and employers in connexion with the handling of animals for slaughter, slaughtering, treatment, delivery and/or sale of meat . . . meat products, or offal, or by-products of meat or of the carcases of any animals slaughtered or received for treatment". Its foremost object is "To protect and promote the interests of Master Butchers and of employers in the meat and allied trades generally", and the word "interests" in this object must be taken to include trading interests as well as industrial interests. Its objects include the discussion and consideration of matters affecting the industry and the collection and dissemination of such information relating thereto as may be calculated to be of use to producers, consumers, distributors and the public generally, the promotion of or opposition to legislative and other measures affecting or likely to affect the meat industry, the printing and publishing of newspapers and periodicals for the spreading of information with respect to matters having relation to the objects of the Federation and the carrying on of any business in connexion with or relating to the meat industry, whether manufacturing, distributing, importing or otherwise, which may seem to the Federation to be of benefit to the members thereof or to be calculated directly or indirectly to enhance the value of or render profitable any of the Federation's property or rights. I forbear to mention other objects extraneous to the functions and powers with which the Board is invested for it sufficiently appears from what has already been said that the Federation is an organization designed and intended to advance the interests generally of those engaged in the meat industry as defined and that its members are bound loyally to support the policy of the Federation with respect generally to these matters as it may be declared from time to time. If this latter proposition were not already clear it becomes abundantly clear from the provisions of r. 7 (b) which provides that: "The membership of any member shall terminate - upon the passing by the Federal Executive Committee of a resolution that the name of the member be removed from the Register of Members on the ground that the member . . . has acted contrary to the interests of the Federation". (at p414)

5. To my mind the assumption by the Board of the obligations which membership of the Federation would impose upon it would clearly conflict with the free and independent exercise of its powers and functions under the Act, and in the absence of an express power to assume those obligations it has no power to do so. I add that by the Federation's rules extremely wide powers of management and control are vested in the Federal Executive Committee - including a power to adopt such measures as it from time to time deems expedient for the purpose of giving effect to the objects of the Federation or any of them - and that by virtue of s. 8 (3) of The Abattoirs Acts no member or officer of the Board while acting as such could become a member of that committee. Indeed, this section provides some express indication that it was Parliament's intention that the Board should function as an independent body and its presence in the Act strongly tends against the proposition that it had an implied power to agree to become bound by the rules of the Federation, an organization in the management and control of which it could have no say except as a member in general meeting. (at p415)

6. In my view both rules should be made absolute. (at p415)

WINDEYER J. The question on which these matters depended at the time the rules nisi were granted and the matter argued was whether, as the law then stood, the Queensland Meat Industry Board was, or could be, a member of the Meat and Allied Trades Federation of Australia. The Board is a statutory corporation. When these proceedings were begun its powers and functions were prescribed by The Abattoirs Acts, 1930 to 1958 (Q.). The Federation is an association which since 1928 has been registered as an organization of employers under the Conciliation and Arbitration Act 1904- 1961 (Cth). It thus has, for the purposes of the Act, the characteristics of a corporation (s. 136); and its rules must comply with the requirements of the Act. (at p415)

2. In April 1964 the Board, which had theretofore been subject in its relations with its employees to an industrial award made pursuant to the law of Queensland, applied to become a member of the Federation. The Federation purported to admit it to membership. By becoming a member - if it did validly become a member - it subjected itself, and its employees in their relations with it, to the jurisdiction of the Commonwealth Conciliation and Arbitration Commission, and it and they became bound by the Federal Meat Industry Award 1959 as varied from time to time. The prosecutor, an organization of employees, contends that the Board did not become a member of the Federation because, it is said, it had no capacity to do so, that therefore its purported joining of the Federation was utterly devoid of legal consequence. The question posed in argument was not whether the Board, having regard to its objects, could with propriety join the Federation or whether it might be restrained from doing so. It was whether it had a capacity in law to become a member. The argument, clearly presented, that it had not was based broadly upon the principle expressed by the Earl of Birkenhead in Birkdale District Electric Supply Co. v. Southport Corporation (1926) AC 355, where his Lordship spoke of "a well established principle of law, that if a person or public body is entrusted by the Legislature with certain powers and duties expressly or impliedly for public purposes, those persons or bodies cannot divest themselves of these powers and duties" (1926) AC, at p 364 The argument showed that the question could have far-reaching consequences in industrial law, for there are I imagine a great many corporations - some created pursuant to the Companies Acts, some by statutes, private or public - which are at present considered to be members of various employers' organizations registered under the Conciliation and Arbitration Act or which may in the future seek to become members of such organizations. (at p416)

3. But, important though a decision of this case might perhaps be for other persons, an enactment of the Queensland Parliament passed since the date of the hearing of this case has, as I read it, made the matter no longer important for the parties to this case. It seems to me to have cut away the ground on which the prosecutor sought to stand. For that reason I think that the prohibitions asked for should be refused. But I do not wish to be taken as thinking that, if the law had not been altered, the prosecutor's argument must have succeeded. Of that I am not satisfied. But, as in the circumstances it seems unnecessary to pass upon a question that has (except in so far as it affects the costs of these proceedings) become academic, I merely make the following observations. A corporation having statutory authority to conduct as an employer an industrial undertaking in Australia has I think power, unless expressly prohibited, to join an industrial organization of employers registered under the Commonwealth Act. To do so can, I consider, fairly be regarded as incidental to, or consequential upon, the statutory duty or authority to conduct the enterprise: see Attorney-General v. Great Eastern Railway Co. (1880) 5 App Cas 473, at p 478 On this aspect, it seems to me to be generally speaking immaterial whether the corporation's enterprise or undertaking be conducted in the interests of the public, or as a private business for the profit of shareholders: see the Professional Engineers' Case [1959] HCA 47; (1959) 107 CLR 208, and also the remarks of Ungoed-Thomas J., which I adopt, in Charles Roberts & Co. Ltd. v. British Railways Board (1965) 1 WLR 396 The only question then is whether membership of the particular association of employers, the Federation, is beyond power because of the nature of that association. In considering this it is of course relevant to consider the rules of the Federation and the obligations that membership of it may entail. But it seems to me that is not the sole consideration. Doubtless anyone who becomes a member of a corporation, quasi-corporation or voluntary association, does so subject to the contingency that by alteration of its constitution or rules the body may be greatly changed in character. The decision in Thellusson v. Viscount Valentia (1907) 2 Ch 1, is a reminder of that Moreover, without any alteration of its constitution, the body may be able to engage in activities different from, and perhaps only remotely related to, those which had seemed to be its main purpose: see e.g. H. A. Stephenson & Son Ltd. v. Gillanders, Arbuthnot & Co. [1931] HCA 47; (1931) 45 CLR 476; Anglo-Overseas Agencies Ltd. v. Green (1961) 1 QB 1 But in the case of an association registered as an organization under the Conciliation and Arbitration Act the risk that a corporation by becoming a member may be involved in activities foreign to its own purposes is lessened by the provisions of s. 140 of the Act, and a right to resign on three months' notice and payment of dues is ensured by the Act (s. 145). And in the present case the Rules of the Federation, cl. 18 (a) (ii), expressly enable some of the members to be relieved from a liability to pay any particular subscription of fees. It seems to me one must assume that this power would be exercised so as not to require the Board to pay any levy or subscription the payment of which would be unlawful on its part or embarrassing to it in the performance of its public functions. It seems appropriate at this point to refer to Lord Wrenbury's observations in the case of the Birkdale District Electric Supply Co. (1926) AC, at p 376, that, as adapted to this case, indicate that if the Board found its membership became oppressive in any particular and went to the committee of the Federation asking to be released from the fetter of its contract, it would be competent it seems for the committee to agree. There was no permanent fetter which put an end to the Board's exercise of its statutory powers. (at p417)

4. In judging whether when the Board purported to join the Federation it had power to do so one must, it seems to me, take one's stand at that date and consider whether joining the Federation appeared then within the powers of the Board "understood in a business sense in accordance with their business object and the duty imposed on, and the corresponding discretion given to, the Board . . . as a business person" using the words of Ungoed-Thomas J. in the case to which I have referred. I am inclined to think that it is relevant to consider not only what in law the Federation could do but also the nature of its then current activities and the purposes it was actually pursuing. In other departments of law and for other purposes, somewhat similar questions have produced markedly differing opinions from different minds. As illustrations it is enough to refer to judgments in British Transport Commission v. Westmorland County Council (1958) AC 126, and in Institution of Mechanical Engineers v Cane (1961) AC 696 There was in this case no evidence that membership of the Federation had caused or was causing any conflict or difficulty for the Board in carrying out its statutory duties. (at p418)

5. In the circumstances I would refuse the applications but make no order as to costs. (at p418)

OWEN J. In each of these matters the Australasian Meat Industry Employees' Union (the Union) seeks a writ of prohibition, in the one case directed to Mr. Commissioner Gough, a Conciliation Commissioner appointed under the Conciliation and Arbitration Act, and the Meat and Allied Trades Federation of Australia (the Federation), an association of employers registered under that Act; in the other directed to the Judges of the Commonwealth Industrial Court and the Federation. (at p418)

2. The facts are that on 3rd February 1960 an award, the Federal Meat Industry Award 1959, was made by a Conciliation Commissioner. The Union and the Federation together with a number of individual employers were made parties to it. The Queensland Meat Industry Board was not then a member of the Federation nor was it one of the individual employers named. The Queensland contained a provision (cl. 12) making it an offence against the Award for any of the work set out in the various classifications with which it dealt to be performed under any piecework or tally system unless with the agreement of the Union or the approval of the Commissioner. It also contained a provision (cl. 6 (c) (i)) forbidding any party bound by the Award to be party to or concerned in any ban, limitation or restriction upon the performance of work in accordance with its terms. (at p418)

3. At some unstated date after the making of the Award but before April 1964 the Board made application to the Federation to become a member of that organization, undertaking that, if elected, it would observe its Rules and Constitution and, on 7th April 1964, its application was accepted. Up to that time the Board's employees working in its "boning room" had been employed under the terms of a State Award. Early in August 1964 the Board notified those employees that as from 17th August 1964, they would be employed upon the terms of the Federal Award and that it intended in the near future to make application under that Award for approval to operate in the "boning room" an incentive scheme involving piecework. The employees took exception to this, contending that their conditions of work were governed by the State Award under which they said they were prepared to work. They were informed that operations in the "boning room" were governed by the Federal Award and thereupon refused to work. On 17th August 1964, notification of the dispute was given by the Federation, purporting to act on behalf of the Board, to Mr. Commissioner Gough and he was asked to exercise his powers under s. 28 of the Conciliation and Arbitration Act and convene a conference to settle it. The writ of prohibition sought to be obtained against Mr. Commissioner Gough and the Federation is to restrain further proceedings on that application. (at p419)

4. On 27th August 1964 the Federation obtained from a judge of the Commonwealth Industrial Court a rule calling upon the Union to show cause why orders should not be made against it under s. 109 (1) (a) and (b) of the Act requiring it to comply with cl. 6 (c) (i) of the Award and enjoining it from committing a breach of that provision. The rule nisi came on before the Commonwealth Industrial Court which by a majority, the Chief Judge dissenting, made orders on 27th October 1964 the effect of which was to direct the Union to comply with the provisions of the clause by ceasing to be a party to or concerned in the ban, limitation or restriction imposed on 17th August 1964 when the "boning room" employees had refused to work in accordance with the Award and enjoining it from committing any breach of the provisions of that clause. It is against any further proceeding on those orders that prohibition is sought against the Commonwealth Industrial Court and the Federation. (at p419)

5. The submissions made by counsel for the applicant Union were as follows: In 1960 when the Federal Award was made the Board was not a member of the Federation and was not a party to the dispute which gave rise to that Award. It had purported to become a member of the Federation in April 1964 but, having regard to the terms of The Abattoirs Acts, 1930 to 1958 (Q.) under which it was established, it could not lawfully join any organization of employers even if the powers and functions of that organization were confined to representing and assisting its members in industrial matters concerned with the relationship of employer and employee. Alternatively, if it might lawfully join an organization of employers established for those limited purposes, it could not lawfully become a member of an employers' organization with objects and powers as wide as those for which the Constitution of the Federation provides. If, then, the Board was not in law a member of the Federation, Mr. Commissioner Gough had no jurisdiction to entertain the application made to him on 17th August 1964 and the Commonwealth Industrial Court had no jurisdiction to make the orders of 27th October 1964, there being no award in existence to which the Board was a party. (at p420)

6. Speaking in more or less general terms, the functions of the Board, as set out in The Abattoirs Acts, are to manage and maintain the public abattoir for the Metropolitan Abattoir Area, as defined by the Act, and to manage and maintain all public saleyards and the public meat market established in connexion with that public abattoir (s. 12). It is required also to establish, manage and maintain public abattoirs, public saleyards and public meat markets for public abattoir areas constituted under the Act other than the Metropolitan Abattoir Area (s.12). It may, if it thinks fit, establish and conduct abattoirs and saleyards for the sale of cattle in any part of the Metropolitan Area, establish and conduct works for canning, preserving, chilling or freezing meat, and slaughter cattle on behalf of others (s. 13 (1)). It has power to borrow money for the purpose of exercising its powers and discharging its functions (s. 13 (1A)) and it may make charges for the use of its property or for services performed by it (s. 14). All moneys received by it are to be used to form a fund out of which are to be defrayed inter alia the salaries and wages of its employees, the expenses of establishing, managing and maintaining the public abattoirs, saleyards etc. under its control and all other expenses incurred in carrying out its duties (s. 16). The Governor in Council may, from time to time, direct it to make an investigation into and report upon matters affecting the meat industry in Queensland (s. 21). Where it satisfies the Governor in Council that cattle are not being supplied for slaughtering in sufficient numbers to meet the reasonable requirements for meat of consumers in the Metropolitan or any other public abattoir area, it may be authorized by an Order in Council to acquire the cattle or meat specified in the Order and thereupon the property in such cattle or meat is divested from the owners thereof and vested in the Board (s. 87). A wide regulation-making power is given by s. 88 but no regulation that could have any bearing on the matters in question in these cases has been made. (at p420)

7. It is clear that to carry out its functions the Board must employ labour and, having regard to the existence in Australia of the Federal and the various State industrial arbitration systems, I am of opinion that where a body, be it a government instrumentality or not, is set up by an Act of Parliament with authority to conduct industrial operations and to employ labour for that purpose, it is proper - in the absence of provision to the contrary - to read the Act as impliedly authorizing the body concerned to become a member of an organization of employers formed for the purpose of representing the interests of its members in disputes between employer and employee and in all those matters which fall within the ambit of the Federal and State industrial arbitration laws. No such contrary provision is to be found in The Abattoirs Acts and I do not, therefore, agree with the broad submission made by counsel for the Union that it would not be within the powers of the Board to join an organization of employers the purpose of which was to act on behalf of its members in such matters. But that does not dispose of the present cases since the objects of the Federation, as set out in its Constitution, go far beyond that. They include, for example, the promotion of or opposition to legislation and other measures affecting or likely to affect the meat industry (cl. 4 (j)); the printing and publication of newspapers and periodicals "for the spreading of information with respect to matters having relation to the objects of the Federation" (cl. 4 (k)); the carrying on "of any business in connexion with or relating to the meat industry, whether manufacturing, distributing, importing or otherwise, which may seem to the Federation to be of benefit to the members thereof or to be calculated directly or indirectly to enhance the value of or render profitable any of the Federation's property or rights" (cl. 4 (m)); the acquisition of the business, property and the undertaking of the liabilities of any person "carrying on any business which the Federation is authorized to carry on, or possessed of property suitable for the purposes of" the Federation (cl. 4 (n)); the acquisition by purchase, lease, licence, hire or otherwise of real or personal property of any kind in furtherance of the objects of the Federation (cl. 4 (c)); the construction, maintenance and alteration of "buildings, works, plant and machinery necessary or convenient for the purpose of the Federation" (cl. 4 (p)); the establishment and conduct of a club "for the accommodation of members of the Federation and their friends", the provision of club premises and the obtaining of liquor licences for such premises (cl. 4 (v)); the affiliation with or promotion of associations or companies having objects similar to those of the Federation, the acquisition of shares and interests and the lending of money to any such associations or companies (cl. 4 (x)); the adoption of "any additional objects from time to time" (cl. 4 (aa)); and the raising of moneys "for all the purposes and objects of the Federation" by means of subscriptions of members and such levies as may be made and such fines as may be imposed upon members (cl. 4 (f)), the amount of subscriptions, levies and fines being a matter for the discretion of the Federation or of its Committee in which is vested its management and control. The position is then that a person who becomes a member of the Federation thereby becomes contractually bound to pay such subscriptions, levies and fines as are determined by the Committee and the moneys thus raised may be used for all or any of the purposes and objects of the Federation. (at p422)

8. Under The Abattoirs Acts, however, the Board may expend the moneys coming into its hands only for the purposes of carrying out its statutory functions. It has no power to utilize any part of its funds for the purpose, to take two examples only, of establishing a club for the accommodation of members of the Federation and their friends or of lending money to or acquiring shares in associations or companies having objects similar to those of the Federation. And, if it cannot expend its funds directly for such purposes it cannot do so indirectly by entering into a contract imposing upon it an obligation to contribute to the funds of an association with power to do these things. The powers of a statutory corporation are to be found in the statute law under which it is established and operates. It may do what its charter authorizes it to do and "whatever may fairly be regarded as incidental to, or consequential upon, those things which the legislature has authorized", to use the words of Lord Selborne L.C. in Attorney-General v. Great Eastern Railway Co. (1880) 5 AC 473, at p 478 Further than that it cannot lawfully go or contract to go. In the present cases I am of opinion that The Abattoirs Acts do not authorize the Board to join an organization with objects as wide as those of the Federation and it is not, I think, to the point to inquire, as counsel for the Federation suggested, whether the Federation has expended or is likely to expend money in carrying out objects such as those I have mentioned earlier. The question is whether the Board is authorized by its Act to enter into a contract binding it to contribute to the funds of an association which might lawfully use those funds to achieve those objects. (at p422)

9. In my opinion the Board's agreement to become a member of the Federation was void and in law it never became a member. (at p422)

10. In these circumstances it seems to me to follow that Mr. Commissioner Gough has no jurisdiction to entertain the application of 17th August 1964 and the Commonwealth Industrial Court had no jurisdiction to make the orders of 27th October 1964. (at p422)

11. In my opinion, the orders nisi should be made absolute with costs. (at p423)

Rule nisi for writ of prohibition in each case made absolute. The respondent Federation to pay the costs of the prosecutor in each case.