Royal Agricultural Society Uniform By-laws 1941

Committee: The committee is the governing body of a society, consisting of a president and other office bearers as members decide at a properly constituted meeting (by-law 2). Only financial members of the society may hold office. Patrons and vice-patrons are excluded from committee membership and need not be members at all. The committee has “control and management of the income and expenditure of the funds of the society” and “entire management and superintendence of all the society’s other affairs and concerns” (by-law 24(1)). It also appoints and manages officers and servants. The president presides; in their absence, the committee elects a chair from among those present. The presiding officer has a deliberative vote and, in a tie, a casting vote.

Financial member: Only financial members may hold office on the committee (by-law 2(2)). A person becomes a member by paying the annual subscription (by-law 10(1)), but the committee may refund the money and refuse membership within two months (by-law 10(2)). A member who is six months in arrears loses the right to hold office and loses privileges of membership; at twelve months arrears they are deemed to have resigned (by-law 15). The by-laws treat membership as conditional on continued payment, not as a perpetual right.

Office bearers: The by-laws refer to “office bearers” collectively as the members of the committee (by-law 2(1)). The term includes the president and such others as members decide. One third of the committee, or a number not less than one-third as members decide, must retire annually (by-law 5(3)). The president retires annually but is eligible for re-election. The treasurer (if provided for) and the auditor also retire annually. Terms begin on the first day of the month following election (by-law 5(1)). Special vacancies between annual general meetings are filled by the committee at its next meeting; the appointee holds office only for the remaining term (by-law 6).

Quorum: Committee meetings require four members to form a quorum (by-law 7). General meetings require six members (by-law 18). The relatively low quorum thresholds mean a small group of active members can make decisions, which may facilitate efficient governance but also risk decisions being made without broad support.

Expulsion: The committee may expel a member after a hearing on at least seven days’ notice, if satisfied of the truth of a charge of breach of by-laws or misconduct and that it is of sufficient gravity (by-law 13). For lesser offences, a fine not exceeding $20 or another penalty may be imposed. The $20 maximum is set by the Decimal Currency Act 1965 and has not been updated; it is trivial today, which limits the deterrent effect.

Sale of property: Real property may be sold only by authority of a majority of members present at an annual general meeting or a special general meeting called for the purpose, with notice of that purpose (by-law 26).

Borrowing: The committee may raise money by bank overdraft, debentures, or other means, only with the sanction of a resolution passed at a general or special meeting (by-law 27). The notice of meeting must state the intention to seek borrowing power. Security may be given by mortgage or charge.

These concepts form the core of the governance architecture. They are simple but rigid: a society cannot, without amending its by-laws, depart from the uniform election or quorum requirements. That rigidity provides certainty but reduces flexibility.

The by-laws directly affect every registered agricultural society in Western Australia and their members, office bearers, employees, and creditors. The societies themselves are the primary subjects: they must adhere to the uniform governance rules or face internal deadlock or legal challenge. Individual members are affected in several ways. First, their right to vote and hold office depends on financial status (by-laws 2(2), 15). Second, they can be expelled after a hearing (by-law 13). Third, they can be forced to pay arrears even after resignation (by-law 14 treats unpaid subscriptions as a debt recoverable at law). Fourth, they can be refused membership without a stated reason within two months of paying a subscription (by-law 10(2)). Office bearers - the president, treasurer, and others on the committee - are affected by the election and retirement rules. They must retire annually or in rotation, which prevents entrenchment but may discourage long-term planning. The secretary, who may be a member appointed by the committee (by-law 17), must manage the register of members, send meeting notices, and notify vacancies. If the secretary is also an office bearer, they must resign that office (by-law 17(3)), thus creating a trade-off. Auditors must be elected annually, cannot be committee members (by-law 5(5)), and hold office from the first day of the month following election (by-law 22). Creditors and lenders are affected by the borrowing constraints: any loan to a society must be authorised by a member resolution, and the committee’s power to charge property is conditional on that resolution (by-law 27). This protects societies from excessive borrowing but may limit their ability to access quick finance. Showground users and the public are indirectly affected because membership privileges include free admission to shows (by-law 11), and the society’s financial health depends on its governance. Finally, the Royal Agricultural Society (the central body) is affected because the secretary’s appointment must be notified to it (by-law 17(2)), giving it a monitoring role. However, enforcement against non-compliant societies is left to members or the courts, not to the central body. The by-laws do not create a regulator with inspection powers. In practice, the people most affected are the volunteer committee members and secretaries of small rural societies who must navigate these legal requirements without professional legal advice. The compliance burden is light for a large society with many active members but can be significant for a society with only a handful of financial members, where quorum requirements and the need for annual elections may be onerous.

Duties of the committee: The committee must manage the society’s income and expenditure and have “entire management and superintendence of all the society’s other affairs and concerns” (by-law 24). This broad duty includes appointing the secretary, filling vacancies in office bearers, calling meetings, and deciding the manner of notifying committee members. The committee must meet at least twice a year (by-law 7). It must ensure elections are conducted according to the by-laws. When vacancies occur, the committee must fill them at the next meeting (by-law 6). It has the power to expel members after a hearing, but it must give at least seven days’ notice and satisfy itself of the charge and its gravity (by-law 13).

Duties of the secretary: The secretary convenes committee meetings as decided by the committee, and special committee meetings on the chairman’s direction (by-law 8). The secretary notifies members in writing of any vacancy in office bearers (by-law 6). The secretary must keep an alphabetical register of all members in the society’s office (by-law 16). Notice of general or special general meetings must be posted or delivered to members at least 14 days before the meeting (by-law 21). The secretary must accept resignations in writing and record them. The secretary also notifies the Royal Agricultural Society in writing under the hand of the chairman of the secretary’s own appointment (by-law 17(2)).

Rights of members: Members have the right to vote at any general meeting (by-law 11). They also have free admission to show grounds when the society holds a show, upon production of a ticket or badge. Additional privileges may be decided by members at a properly constituted meeting. Members may nominate office bearers (by-law 3). They may requisition a special general meeting by writing of six financial members (by-law 19). Any member facing expulsion has the right to a hearing with at least seven days’ notice and to show cause why they should not be expelled (by-law 13). Members have a right to have the annual report and yearly statement of accounts considered at the annual general meeting (by-law 18). They have the right to move a motion to rescind a committee resolution, but only with 14 days’ written notice to the secretary (by-law 25). The by-laws do not explicitly give members a right to inspect the register or financial records, though those may be available under other laws.

Rights of the committee chairman: The chairman has a deliberative vote and a casting vote in the event of a tie at committee meetings (by-law 24(2)). At general meetings, the chairman also has a deliberative and casting vote (by-law 20). This can give significant power in a small meeting where votes are close.

Duties of members: Members must pay the annual subscription as fixed by the members (by-law 12). They must not commit any breach of the by-laws or other misconduct (by-law 13). If they resign, they remain liable for any moneys due at the time of resignation (by-law 14). Those who are six months in arrears lose rights and office; those twelve months in arrears are deemed resigned (by-law 15).

Obligations of the auditor: The auditor must not be a committee member, retires annually, and is eligible for re-election (by-law 5(5)). Vacancies in the auditor’s office are filled by the committee until the following annual meeting (by-law 6(2)). The auditor’s duties are not detailed in the by-laws, but presumably include auditing the yearly accounts presented at the annual general meeting (by-law 18(c)).

These duties and rights form a closed system. There is no provision for proxy voting, electronic meetings, or electronic notices. Members must be notified by post or delivery (by-law 21). This imposes a logistical burden on societies and can disenfranchise members who cannot attend in person. The system also lacks a dispute resolution mechanism within the by-laws; conflicts would need to be resolved through internal processes or litigation.

The by-laws provide a limited set of penalties, primarily internal to the society. The most serious penalty is expulsion from membership, which can be imposed by the committee after a hearing (by-law 13). The committee must be satisfied of the truth of a charge of breach of by-laws or misconduct, and that it is of sufficient gravity. For lesser offences, a fine not exceeding $20, or another penalty the committee considers adequate, may be imposed (by-law 13). The $20 maximum is unchanged from the 1965 amendment (Decimal Currency Act 1965 s.8) and has not been indexed for inflation. In real terms it is trivial today, which means the fine has negligible deterrent value. It is unclear whether “any other penalty” could include suspension or loss of privileges short of expulsion. The by-laws do not specify a process for appeal; the committee’s decision appears final unless challenged in court on natural justice grounds.

A member who is absent without leave from three consecutive ordinary committee meetings automatically ceases to be an office bearer (by-law 9). This is a self-executing penalty - no committee action is required. It can remove a non-participating office bearer quickly but may also catch members who are ill or who have good reason for absence but do not apply for leave.

Arrears of subscription attract automatic consequences: at six months, the member loses the right to hold office and loses privileges of membership; at twelve months, they are deemed to have resigned and their name may be struck off the roll (by-law 15). No committee resolution is needed. Resignation does not relieve the member from paying any moneys due; the by-laws state that such subscription or other moneys “shall be deemed to be a debt due to the society and may be recoverable at law” (by-law 14). This gives the society a right to sue ex-members for arrears, but the cost of litigation may outweigh the amount owed, making enforcement unlikely in practice.

The by-laws do not prescribe any external enforcement body. There is no penalty for the committee itself if it fails to comply, for example by not calling an annual general meeting or not keeping a register. The only private enforcement is by an individual member who may seek an injunction or declaration in court to compel compliance. However, the cost of litigation is likely prohibitive for most members. The by-laws also do not provide for disputes about election results, though a ballot must be conducted with a returning officer and two scrutineers (by-law 3(5)). A candidate who is dissatisfied could theoretically challenge the election in court, but the by-laws set out a clear procedure designed to minimise disputes.

The fine for misconduct may be updated only by amending the by-laws, which requires ministerial gazettal. The low cap suggests that the by-laws were not designed as a robust disciplinary tool. The combination of a $20 fine and the ability to impose “some other penalty” may allow committees to use creative remedies such as banning a member from the showground for a period. However, without a right of appeal, such penalties risk overreach.

The enforcement mechanism for borrowing or sale of property is inherent: a sale or loan without the required member resolution would be ultra vires the committee, and the transaction could be void. Counterparties would be on notice because the borrowing power requires a resolution and notice of intention (by-law 27). A mortgage or charge granted without authority would be defective. Similarly, a sale of real property without a member resolution would be without authority.

Overall, the enforcement system relies on internal procedures, member vigilance, and the threat of court action. The low fine and automatic penalties are blunt instruments. The by-laws assume a reasonably active membership willing to enforce compliance. In practice, small societies may have difficulty holding office bearers to account.

The by-laws are subordinate legislation made under the Royal Agricultural Society Act 1926 (the Act). The Act itself is not provided in the source, but the by-laws reference it: “society means an agricultural society registered under the Act” (by-law 1(2)). The Act likely sets out the scheme for registration, the objects of the societies, and the power to make uniform by-laws. The by-laws primarily flesh out governance details left to subordinate regulation.

The by-laws do not reference other Victorian or commonwealth legislation. However, in practice, a registered agricultural society may also be an incorporated association under the Associations Incorporation Act 2015 (WA) or a company limited by guarantee under the Corporations Act 2001 (Cth). The by-laws do not address that scenario. If a society is incorporated under another regime, the uniform by-laws may conflict with the other law’s requirements for director duties, financial reporting, or member meetings. The by-laws are silent on which law prevails. A prudent society would need to reconcile the two. Similarly, the by-laws do not mention privacy laws (Privacy Act 1988 (Cth)), but a society holds personal information about members (name, address, payment history) and must comply if it meets the threshold.

The by-laws also do not reference the Criminal Code (WA) or other general law on fraud or misappropriation, which would apply regardless. A committee member who misuses society funds would face criminal penalties independently.

The borrowing powers in by-law 27 refer to “the issue of debentures” and “any mortgage or charge upon the property of the society.” These transactions may engage the Corporations Act 2001 if the society is a corporation, the Property Law Act 1969 (WA), and the Transfer of Land Act 1893 (WA). The by-laws do not create an independent power to issue securities; they merely require an internal resolution. Legal validity depends on compliance with those other Acts.

The requirement that the secretary’s appointment be notified to the Royal Agricultural Society (by-law 17(2)) creates a connection to the central body, but the central body’s powers are not defined in the by-laws. It appears the Royal Agricultural Society maintains a register of secretaries, but the by-laws do not empower it to enforce compliance.

The by-laws also interact with employment law. The committee appoints “officers and servants” (by-law 24). If a secretary is an employee, the Fair Work Act 2009 (Cth) applies, but the by-laws say nothing about termination conditions beyond “dismissal … dealt with by the committee only” (by-law 17(1)). That may not be sufficient to satisfy employment law requirements for procedural fairness.

The by-laws set a quorum of six for general meetings (by-law 18) and four for committee meetings (by-law 7). If a society also has a constitution under the Associations Incorporation Act 2015, the default quorum under that Act might be different. The interaction would need to be resolved.

Finally, the by-laws are silent on dispute resolution, but a court would apply common law principles of natural justice and procedural fairness, particularly to expulsion (by-law 13). The requirement of a hearing with seven days’ notice is likely sufficient to satisfy natural justice, but the committee must be impartial.

In summary, the by-laws operate in a wider legal context they do not acknowledge. A society relying solely on the by-laws may inadvertently breach other statutes. Legal advice is essential for any significant transaction.

The by-laws were originally gazetted on 13 June 1941 as untitled by-laws. They are now known as the Royal Agricultural Society Uniform By-laws 1941 (citation changed by the Royal Agricultural Society Amendment By-laws 2005). The first amendment was by the Decimal Currency Act 1965 (Cth) (assented 21 Dec 1965, commencement of s. 4-9 on 14 Feb 1966). That Act amended by-law 13 to substitute a fine of “twenty dollars” for the previous pound amount, and to raise the fine maximum to $20. The second amendment was the Royal Agricultural Society Amendment By-laws 2005, gazetted 25 January 2005, which made changes to many by-laws (1, 2, 3, 4, 5, 6, 8, 10, 17, 21, 24, 27). The specific changes are not detailed in the source beyond the note “amended” under each by-law, but the 2005 amendment appears to have been a clean-up to remove gender-specific language, update formatting, and clarify procedures. It also inserted a definitions section (by-law 1) and added provisions for joint secretaries and the secretary’s notification requirement. The compilation table shows the by-laws were reprinted as at 18 November 2005 (Reprint 1). Since 2005, no further amendments are visible in the source. The $20 fine has not been increased in nearly 60 years, which suggests the by-laws have received little attention from the legislature. The by-laws are a subordinate instrument; they could be amended by the Governor on the recommendation of the Royal Agricultural Society, without a full Act of Parliament. The 2005 amendments were themselves done by the Royal Agricultural Society Amendment By-laws. The fact that the maximum fine is still $20 indicates that the disciplinary provisions are not seen as a priority for modernisation, or that societies rarely expel members. The by-laws have also not been updated to allow electronic communication, email notices, or virtual meetings, which is a significant gap in a world where many members may be geographically dispersed. The amendment history reveals a set of rules that have been stable for decades, with only one substantive revision in 2005 that addressed minor procedural issues. This stability provides certainty for societies but also means the by-laws are out of step with modern governance expectations.

The source does not cite any litigation and the by-laws themselves do not generate a discernible body of reported case law. This is not surprising. The by-laws govern small agricultural societies, which are unlikely to have the resources or incentive to litigate internal disputes. Most disputes would be resolved internally through committee decisions or by a disgruntled member simply resigning. However, the by-laws contain provisions that could theoretically be litigated: the refusal of membership (by-law 10(2)) could be challenged under general law for unreasonableness or breach of contract if a subscription was accepted and then refunded. The expulsion provision (by-law 13) could give rise to a claim for denial of natural justice if the committee did not give a fair hearing. The automatic removal for absenteeism (by-law 9) could be challenged if the member argues they were prevented from attending. The borrowing and sale of property provisions (by-laws 26, 27) could be the basis for a derivative action if a committee sells land without a resolution. Because the by-laws are uniform, any court interpretation of one by-law would affect all societies in the state. A successful challenge to the validity of a particular by-law could require the Royal Agricultural Society to seek amendment. The absence of litigation history may also indicate that the by-laws are rarely enforced strictly, or that societies operate informally and forgive non-compliance. The lack of case law is not necessarily a sign of perfect function; it may reflect structural impediments to dispute resolution, such as cost and the small stakes involved. For any practising lawyer advising a society, the absence of precedent means the better approach is to comply strictly with the by-laws, as a court would take a textual approach. The by-laws do not contain a dispute resolution clause, so any unresolved dispute would have to go to the Magistrates Court or Supreme Court of Western Australia, depending on the amount claimed. The cost would likely exceed the amount in dispute for most arrears or fine matters. In practice, this means the by-laws operate largely outside judicial oversight, relying on voluntary compliance and social norms within local agricultural communities.

Several provisions in the by-laws have the potential to trip up unwary societies or members.

First, by-law 10(2) allows the secretary, on committee instructions, to refund a subscription within two calendar months and refuse to accept any person as a member, “notwithstanding anything herein contained.” This means a person who pays a subscription and is given a receipt has no right to membership for the first two months. The committee can deny membership without a reason. This is unusual because it creates a period of provisional membership. A person who is refused may have no recourse, as the by-laws do not provide for a hearing or appeal. If the society tries to refuse after two months, the provision would not apply, and the person would be entitled to membership.

Second, by-law 14 makes resigning members liable for any moneys due at the time of resignation, and those moneys are deemed a debt recoverable at law. This includes not only arrears but possibly any unperformed financial obligations. A member who resigns to avoid paying a subscription still owes it. The by-laws do not require a resignation to be accepted; it takes effect on written notice, but the debt survives.

Third, by-law 15 deems a member twelve months in arrears to have resigned automatically. This can happen without the member’s knowledge, and without any notification from the society. The member may only discover they have lost membership when they try to attend a show or vote. The committee can then strike the name off the roll. The by-laws do not require the society to give notice of pending deemed resignation. A member who has moved or changed address could lose membership without realizing.

Fourth, by-law 4 states that a voting paper is informal “to that extent” if votes are cast for more or less than the required number for any office. The informality does not affect other properly recorded votes on the same paper. This means a ballot paper can be partially valid. A scrutineer might need to determine which portions are valid, leading to potential disputes. The returning officer and scrutineers are not given guidance on how to handle such a paper.

Fifth, by-law 9 causes automatic removal from office for three consecutive absences without leave. The definition of “without leave” is not specified. If a member is ill and does not formally apply for leave, they are automatically disqualified. The by-laws do not require the committee to write to the member before removal.

Sixth, the quorum for general meetings is only six members (by-law 18). In a small society, this means a very small group can pass resolutions, including annual elections. Five members could elect themselves to office if only six attend. There is also no provision for a single-member quorum if the society has fewer than six financial members, which could cause paralysis.

Seventh, the borrowing by-law (27) requires a resolution authorising the borrowing and specifying the means. The notice of meeting must set out the intention to seek such power. If a society has an emergency need for funds, the 14-day notice period prevents quick action. Also, the resolution must specify the means (overdraft, debentures, etc.). If the resolution is too vague, the committee might not have authority to choose the cheapest option.

Eighth, the sale of property by-law (26) requires authority of a majority of members present at an annual or special general meeting. It does not require a minimum voter turnout. A handful of members could authorise sale of the society’s land, which is a major decision. The by-laws do not require the sale to be at market value or with professional advice.

Ninth, the by-laws do not impose any limit on the term of office for a president beyond annual retirement. A popular president could be re-elected indefinitely, and the one-third rotation for the committee may not effectively remove them if members keep voting for them.

Tenth, the by-laws have not been updated to allow meetings by electronic means. A society that tries to hold a meeting by videoconference or to allow members to vote by email would technically be in breach of the requirement for physical attendance and postal notices. This is a significant gap in the 21st century.

For a society secretary or committee member, compliance begins with a thorough understanding of the by-laws and a calendar of events. The society must hold at least one annual general meeting each year (by-law 18). The committee must meet at least twice a year (by-law 7). The secretary must ensure that notices for general meetings are posted or delivered to members at least 14 days before the meeting (by-law 21). The notice must set out any intention to seek borrowing power or to deal with property sale (by-laws 26, 27). For committee meetings, the committee decides the manner of notification (by-law 8). The secretary should maintain a register of members (by-law 16) and record the date every subscription is paid. This is essential for applying the six-month and twelve-month arrears rules (by-law 15). When a member reaches six months in arrears, the secretary should not allow them to vote or hold office. At twelve months, the secretary can strike them off, but should also record the deemed resignation in the register.

Elections must be properly conducted. The secretary must ensure nominations are accepted before or at the annual general meeting (by-law 3). If nominations equal positions, the chairman should declare the candidates elected. If nominations exceed positions, a ballot must be held. The meeting must appoint a returning officer and two scrutineers (by-law 3(5)). Ballot papers must be prepared so that voters can vote for the required number of candidates for each position. If a paper shows too few or too many votes for any office, that part is informal but the rest is valid (by-law 4). The returning officer should count votes carefully and record results.

If a vacancy occurs between annual general meetings, the secretary must notify the committee at its next meeting and also notify absent committee members in writing (by-law 6(1)). The committee must fill the vacancy at the next meeting. The new appointee must signify willingness in advance.

For expulsion, the committee must follow the hearing procedure: at least seven days’ notice to the member, a charge in writing, a hearing where the member can show cause, and a finding by the committee that the charge is true and sufficiently grave (by-law 13). The committee should keep minutes of the hearing. For minor offences, it may impose a fine up to $20 or another penalty it considers adequate. The $20 limit is binding; any fine above that would be void.

Before selling any real property, the committee must obtain authority from a majority of members present at an annual or special general meeting where the purpose was stated in the notice (by-law 26). Similarly, before borrowing money, the committee must pass a member resolution authorising the borrowing and specifying the means (by-law 27). The notice of meeting must state the intention to seek borrowing power. The committee should then execute the borrowing documents only after the resolution is passed.

The secretary must notify the Royal Agricultural Society in writing, under the hand of the chairman, of the appointment of the secretary (by-law 17(2)). If the secretary is replaced, that must be notified.

The society must appoint an auditor annually (by-law 18(b)). The auditor cannot be a committee member (by-law 5(5)). The auditor retires at each annual general meeting but is eligible for re-election.

Members can resign by written notice, but the society can still sue for any moneys due (by-law 14). The secretary should record the resignation and the date.

In practice, compliance is often informal. Many societies may not follow the exact notice periods or quorum requirements, but doing so reduces legal risk. The by-laws do not provide for alternative remedies if a meeting is inquorate, so if fewer than six attend a general meeting, the meeting cannot proceed. Societies should plan well in advance to ensure sufficient attendance.

Finally, societies should consider whether they need to adopt supplementary rules for modern governance, such as electronic voting, but that would require amending the by-laws, which must be done by gazettal. Until that happens, compliance means sticking to the 1941 text.