Royal National Agricultural and Industrial Association of Queensland Act 1971

Association means the Royal National Agricultural and Industrial Association of Queensland, the body corporate preserved and constituted by the Act (s 4). It has perpetual succession, a common seal, and can acquire, hold, and dispose of property (s 5). Membership is governed by the Association’s rules; persons who are members under those rules constitute the Association (s 6).

Council means the Council of the Association established under the rules (s 4). The Council directs the use and disposition of land (s 12, s 13(1)) and is responsible for preparing schemes to vary trusts (s 16(1)). Council members are protected from personal civil liability if they act honestly and without negligence (s 19).

Prescribed land is land vested in the Association in fee simple that a regulation designates as land to which Part 3A applies (s 17D). Once land is prescribed, the Association cannot grant a mortgage, charge, or lien over it except to Queensland Treasury Corporation, and any such grant to anyone else is void (s 17E(1), (2)). No writ of execution can be registered against prescribed land (s 17E(3)). An insolvency event (defined in s 17F(1) to include insolvency, winding up, appointment of receiver, protection from creditors, and analogous events) triggers automatic vesting of all prescribed land in the State for an estate in fee simple, subject to existing encumbrances, with no compensation payable (s 17F(2), (3)). The chief executive must notify the registrar of titles to record the application of Part 3A to the land (s 17G).

Trust refers to the Royal National Agricultural and Industrial Association of Queensland Exhibition Ground Trust established under the Brisbane Exhibition Grounds Trust Act 1965 (s 4). That Trust was the predecessor holder of the land described in the Schedule; the Act divested that land from the Trust and vested it in the Association (s 10, s 11, s 14).

Registered company auditor means a person registered as an auditor under the Corporations Act (s 4). The Association’s annual report must be audited by a registered company auditor (s 17A(1)(b)), and a person cannot act as auditor if they are not a registered company auditor or if they are an employee of the Association, a Council member, or a partner/employer/employee of a Council member (s 17B).

Objects of the Association are those in force immediately before the commencement of section 7 (as substituted in 1994). They may be amended by a two-thirds majority at a general meeting, but the resolution does not take effect until approved by the Minister, and a copy under seal must be sent to the chief executive within 14 days (s 7).

Rules are similarly those in force immediately before the commencement of section 8, may be amended in the manner provided in the rules, and require Ministerial approval to take effect (s 8). The Act does not itself set out the rules; they are internal documents.

The Act primarily affects the Royal National Agricultural and Industrial Association of Queensland as a body corporate and its members. The Association is the central entity with powers and duties under the Act. Its members are those who hold membership under the rules (s 6). The Council, being the governing body established by the rules, directs the Association’s affairs and makes decisions about land use, property dealings, and other matters. The Act imposes significant responsibilities on the Council. Council members benefit from a statutory defence against civil liability for acts done honestly and without negligence (s 19), but this protection shifts liability to the Association itself.

The chief executive of the department administering the Act receives copies of amended objects and rules (s 7(3), s 8(3)), receives audited annual reports (s 17A(3)), and has powers with respect to approved schemes under s 16 and Part 3A (e.g., giving certificates of insolvency events under s 17F(4)). The Minister approves amendments to objects and rules (s 7(4), s 8(4)), approves or modifies schemes for varying trusts (s 16(2A), (4A)), and may set conditions. The Governor in Council must approve any sale of Association land (s 13(2)) and may make regulations under the Act (s 21). The registrar of titles records vestings of land under s 10(2) and records the application of Part 3A under s 17G. The State is directly affected by the insolvency provisions: all prescribed land vests in the State upon an insolvency event, with no compensation payable (s 17F(2), (3)). Queensland Treasury Corporation is the only entity to which the Association may grant security over prescribed land (s 17E(1)). The Trust (the Brisbane Exhibition Grounds Trust) was a predecessor entity that lost its land and property to the Association under ss 10 and 14; it is no longer relevant except as a historical reference. Lessees, licensees, and permitees of the Association may exercise the summary removal power under s 20 if a person causes danger, annoyance, or hindrance by contravening a rule, regulation, or by-law. Auditors are affected by the independence restrictions in s 17B. The public and any person who contravenes a rule may be subject to summary removal of dangers and recovery of costs (s 20). The broader agricultural and industrial community benefits from the Association’s objects, including the annual Exhibition (the Ekka), but the Act does not directly regulate them.

The Act imposes several duties on the Association. For each financial year, the Association must prepare a report containing income and expenditure, assets and liabilities, and details of all mortgages, charges, and securities affecting its property. That report must be audited by a registered company auditor and presented to the next annual general meeting for adoption (s 17A(1)). Within one month after adoption (or a longer period allowed by the chief executive), the Association must give the chief executive a copy of the report certified as correct by the auditor (s 17A(2), (3)). Failure to comply carries a maximum penalty of 10 penalty units (s 17A(1)). The Association must also send copies of amended objects and rules under seal to the chief executive within 14 days (s 7(3), s 8(3)), and these amendments do not take effect until the Minister approves (s 7(4), s 8(4)). No dividend, bonus, or other distribution of profit may be paid to any member from the income or property of the Association (s 17). This is a standard non-distribution constraint for a not-for-profit entity.

The Association has rights to deal with its land, subject to restrictions. Under s 13(1), the Association may sell, mortgage, encumber, lease, or agree to lease land at the discretion and direction of the Council, but a sale requires prior approval of the Governor in Council; a sale without approval is void (s 13(2), (2B)). Mortgages of land are subject to section 351 of the Land Act 1962 (except subsection (1)) as if the land were granted in trust under that Act, but the mortgagee is not subject to section 351(3) if the unimproved value of the land was paid when the Association acquired it (s 13(3), (4)). For prescribed land, the Association may only grant a mortgage, charge, or lien to Queensland Treasury Corporation (s 17E(1)). The Association may invest its funds in any investment authorised by resolution of the Council, regardless of whether it is an authorised trustee investment, and may hold investments transferred to it even if not of that nature (s 15). The Association may vary the terms of trusts affecting its property by preparing a scheme and submitting it to the Minister, who may approve, modify, or refuse it; once approved and gazetted, the scheme diverts the property to the designated purpose (s 16). The Association may cooperate with other bodies with similar objects and become a member or affiliate (s 18). If a person contravenes a rule and causes danger, annoyance, or hindrance, the Association or its lessees/licensees may summarily remove the danger and recover the expense as a debt (s 20). Council members have the right to be protected from civil liability for honest and non-negligent acts; if liability would attach to them, it attaches instead to the Association (s 19). On winding up, the Association may distribute surplus assets only to an entity with similar purposes that is not carried on for profit and whose members cannot benefit from surplus assets (s 17C(2)), and no distribution to members is permitted (s 17C(3)).

The Act creates two specific penalty provisions, both carrying a maximum of 10 penalty units. Under s 17A(1), the Association must comply with the annual financial reporting obligations; the maximum penalty is 10 penalty units, applied to the Association itself. Under s 17B, a person who is not a registered company auditor or who is disqualified by relationship (employee, Council member, or partner/employer/employee of a Council member) must not consent to be appointed as auditor, act as auditor, or prepare the required audit report; the maximum penalty is 10 penalty units. These are criminal penalties, though enforcement mechanisms are not detailed in the Act; they would be prosecuted summarily.

Beyond these criminal penalties, the Act provides for civil enforcement consequences. A sale of land without the Governor in Council’s prior approval is void (s 13(2B)). An agreement or transaction that is conditional on obtaining that approval is permissible, but if approval is not obtained the sale cannot proceed (s 13(2C)). For prescribed land, a mortgage, charge, or lien granted to anyone other than Queensland Treasury Corporation is void (s 17E(2)). No writ of execution may be registered against prescribed land (s 17E(3)), meaning judgment creditors cannot enforce against that land through the usual court process. If an insolvency event occurs, all prescribed land vests in the State automatically, with no compensation payable by the State to the Association or any other person (s 17F(2), (3)). This is a drastic forfeiture provision that operates without judicial process, though a court may declare that an insolvency event has not happened (s 17F(6)). The chief executive may give a certificate to the registrar that an insolvency event has happened, and the registrar must record the vesting (s 17F(4), (5)).

Under s 20(2), a person who incurs expense in summarily removing a danger, annoyance, or hindrance caused by another’s contravention of a rule may recover the amount as a debt in a court of competent jurisdiction. This is a private right of action, not a penalty imposed by the State. The section expressly provides that it does not limit the liability at law of the person who caused the danger, annoyance, or hindrance (s 20(3)), so other remedies (such as tort claims) remain available.

The Act does not set out enforcement powers for the chief executive or Minister beyond the ability to refuse approvals and to request recording of vestings. No power to issue infringement notices, apply for court orders, or impose administrative penalties is provided. The primary enforcement mechanisms are the voidness of unauthorised dealings, the automatic vesting on insolvency, and the criminal penalties for non-compliance with audit obligations and for use of unqualified or conflicted auditors.

The Act expressly excludes the Association from certain provisions of the Corporations Act 2001. Under s 5A, the Association is declared an excluded matter for the purposes of section 5F of the Corporations Act in relation to Parts 2D.1 and 2D.6 (officers and duties, and disqualification), Chapters 2K and 2L (registration of charges), and Parts 5.7, 5.7B, 5.9, and 5B.2 (winding up, insolvency, and financial services). This means those Commonwealth provisions do not apply to the Association, which has its own governance and financial reporting regime under Queensland law.

The Act interacts with the Associations Incorporation Act 1981 for winding up purposes. Section 17C(1) provides that the Association may be wound up in the same way as an incorporated association under that Act, and for that purpose the Association is taken to be an incorporated association under that Act. However, the normal distribution of surplus assets under section 92(1) of the Associations Incorporation Act 1981 does not apply to the Association; surplus assets cannot be distributed to members (s 17C(3)). The winding up resolution must provide for distribution to an entity with similar purposes that is not carried on for profit and whose members cannot benefit (s 17C(2)). The insolvency event definition in s 17F(1) also references the Associations Incorporation Act 1981, including section 91 (events leading to winding up) and sections 92C and 93 (cancellation of incorporation by the chief executive). This means that if the Association’s incorporation is cancelled under that Act, it triggers the prescribed land vesting.

Section 13(3) applies section 351 of the Land Act 1962 (other than subsection (1)) to mortgages of the Association’s land as if the land were granted in trust under that Act. Section 351 deals with powers of mortgagees and related matters. However, section 351(3) of the Land Act 1962 does not apply to a mortgagee if the unimproved value was paid when the Association acquired the land (s 13(4)). Part 3A interacts with the Land Title Act 1994: the term “writ of execution” has the meaning given in schedule 2 of that Act (s 17E(4)), and the registrar must record vestings and Part 3A notices under the freehold land register (ss 17F(5), 17G(2)). The Act also references the Brisbane Exhibition Grounds Trust Act 1965 (repealed) as the source of the Trust and the trusts that were terminated (s 11, s 14). The Act does not explicitly state that its provisions prevail over inconsistent Commonwealth or State laws, but the Corporations exclusion is a clear modification of federal law for the Association.

The Act was originally enacted in 1971. Section references indicate the following amendments have been made. In 1989, section 8 was amended by No. 103, s 3 schedule, presumably to update rule provisions (likely minor). A major amendment occurred in 1994 by No. 48. That Act repealed sections 2 and 3 (original preliminary provisions) and the definitions of “Minister” and “Society”, inserted the definition of “registered company auditor”, amended the definitions of “Association” and “Trust” (s 4). It substituted new sections for membership (s 6), objects (s 7), and rules (s 8), and repealed section 9. It also amended section 5 (incorporation), section 13 (dealing with land) by adding subsections (2A), (2B), (2C) and (5), inserted Part 3 on property and finance sections 17A, 17B, and 17C (reporting, auditors, and winding up), substituted section 19 (protection from liability), substituted section 21 (regulation-making power), and inserted transitional sections 22 and 23 (which expired in 1995). In 2001, No. 45 inserted section 5A (excluded matter for Corporations legislation) and amended the definition of “registered company auditor” to refer to the Corporations Act. In 2003, No. 11 s 21 schedule amended the short title reference and the regulation-making power (s 21). In 2010, two Acts amended the land provisions. No. 21 s 25 amended section 13 regarding the Governor in Council approval for land sales. No. 35 s 44-46 inserted the definition of “prescribed land” in section 4, inserted Part 3A (ss 17D-17G) dealing with prescribed land (including the restrictions on mortgages and charges, the insolvency vesting mechanism, and the notice in the freehold land register), and amended section 13 to add the reference to Part 3A. In 2011, No. 8 s 92 amended section 17C to clarify that surplus assets cannot be distributed to members and must go to an entity with similar purposes. In 2020, No. 17 s 68 schedule 1 amended section 17F (presumably updating references to the Associations Incorporation Act 1981). The Act has not been consolidated to a single reprint by the user, but the current version incorporates all these amendments. The Act does not contain a sunset clause or automatic repeal provision.

The Act as provided by the user does not reference any court cases or litigation history. No cases are cited in the body of the Act, nor are any case names mentioned in the definitions or provisions. It is possible that the Act has been considered by Queensland courts in matters involving the Association’s land dealings, trust variations, or the insolvency provisions, but the source text does not include any such information. Accordingly, no specific litigation history can be derived from the Act itself. Readers should be aware that the Act’s provisions, particularly the voidness sanctions in ss 13 and 17E and the automatic vesting in s 17F, could give rise to disputes about whether a transaction was properly approved or whether an insolvency event has occurred. The section 20 summary removal power might also generate litigation over the recovery of expenses and the scope of “danger, annoyance or hindrance”. The protection from liability in s 19 could be tested in claims against Council members. The Minister’s discretion to approve or modify schemes under s 16 could be subject to judicial review. However, the Act does not record any such cases. Practitioners should conduct their own searches of Queensland judgments for references to this Act. The absence of cited litigation does not mean the Act is dormant; it may simply mean the user’s extract does not include a litigation history note. The Act is a private Act (granting a body corporate status and powers), and such Acts are less frequently litigated than general public statutes.

Several provisions in the Act contain traps for the unwary. The sale of Association land without prior Governor in Council approval is void (s 13(2B)). This is an absolute prohibition; even a contract that is conditional on obtaining approval is permissible (s 13(2C)), but if the approval is never obtained the sale cannot proceed. The definition of “sell” in s 13(5) is expansive and includes agreeing to sell, granting an option to purchase, entering into a transaction whose object is to grant a future right to purchase, and procuring a person to enter into a purchase. This captures a wide range of commercial arrangements beyond a straightforward sale. For prescribed land, the prohibition on granting a mortgage, charge, or lien to anyone other than Queensland Treasury Corporation is equally absolute and void (s 17E(1), (2)). Even if the Association purports to grant such a security, it is of no legal effect. The insolvency event vesting under s 17F is automatic and does not require a court order. The chief executive can certify that an insolvency event has happened, and the registrar must record the vesting (s 17F(4), (5)). No compensation is payable to the Association or any other person (s 17F(3)). This is a draconian provision: if the Association becomes insolvent, all its prescribed land is lost to the State without payment. The definition of insolvency event (s 17F(1)) is broad, covering not only insolvency itself but also steps to obtain protection from creditors, a special resolution to wind up, events under the Associations Incorporation Act 1981 sections 91, 92C, and 93, appointment of a receiver, mortgagee taking possession, and anything else with substantially similar effect. The Association could lose its land even before formal winding up if, for example, a mortgagee takes possession of any asset, not necessarily the prescribed land. The non-distribution of dividends (s 17) means that any attempt to return surplus to members (outside winding up) is prohibited. On winding up, surplus assets cannot go to members (s 17C(2), (3)); they must go to an entity with similar purposes that is not for profit. The auditor independence restrictions in s 17B are strict: a person cannot act as auditor if they are a Council member, employee, or partner/employer/employee of a Council member. The penalty of 10 penalty units applies, and any report prepared by a disqualified auditor may not satisfy s 17A. The approved scheme mechanism under s 16 is powerful but requires careful adherence to procedure: the scheme must be submitted to the Minister, approved, and gazetted, and if land is affected the registrar must be notified within 14 days of gazettal (s 16(5)). Failure to notify may not invalidate the scheme but could create title issues. The summary removal power under s 20 allows self-help but liability at law is not limited (s 20(3)), so a person who summarily removes a danger may still face a claim if they cause damage beyond what is necessary.

The Association must take a systematic approach to compliance with the Act. For land dealings, the Council must identify whether land is “prescribed land” under a regulation (s 17D). For non-prescribed land, any sale requires prior approval of the Governor in Council; a contract conditional on approval is acceptable but the approval must be sought and obtained before completion (s 13(2), (2C)). The Council should maintain a register of all land parcels and note any that are prescribed. For prescribed land, no mortgage, charge, or lien may be granted except to Queensland Treasury Corporation; any other security arrangement is void and must never be entered into (s 17E(1), (2)). The Association should monitor its financial position to avoid insolvency events. If an insolvency event appears imminent, the Association should seek legal advice immediately because the automatic vesting of prescribed land under s 17F(2) cannot be prevented by voluntary action after the event. The definition of insolvency event includes steps to obtain protection from a creditor, so even informal discussions with creditors could trigger risk. For annual compliance, the Association must prepare a financial report each financial year containing income and expenditure, assets and liabilities, and details of all mortgages, charges, and securities affecting property (s 17A(1)(a)). The report must be audited by a registered company auditor who meets the independence requirements of s 17B (not an employee, Council member, or associate of a Council member). The audited report must be presented to the next annual general meeting for adoption. Within one month after adoption (or longer if the chief executive allows), a copy certified by the auditor must be given to the chief executive (s 17A(2), (3)). The Association should calendar these deadlines and maintain records of auditor appointments and independence declarations. Any amendment to the Association’s objects or rules must be approved by a two-thirds majority at a general meeting (for objects) or as the rules provide (for rules), then sent under seal to the chief executive within 14 days (s 7(3), s 8(3)). The amendment does not take effect until the Minister approves (s 7(4), s 8(4)). The Association should not implement any rule or object change until written Ministerial approval is received. If the Association holds property on trust and a purpose becomes obsolete, impracticable, or other grounds in s 16(1) apply, the Council may prepare a scheme to vary the trust. The scheme must be submitted to the Minister, and only after approval (possibly with modifications) and gazettal does it take effect. If the scheme involves land, the registrar of titles must be notified within 14 days of gazettal (s 16(5)). The Council should engage legal expertise to draft the scheme. The Association must never pay dividends or distribute profits to members (s 17); any surplus funds should be reinvested in the Association’s objects. Council members should act honestly and without negligence to benefit from the statutory protection in s 19. If a member faces a civil claim, the Association should be notified promptly so that it can assume liability under s 19(2). For the summary removal power under s 20, the Association may act but should document the contravention and the necessity of the removal to avoid claims of excessive force. The Association should also consider the effect of the Land Act 1962 section 351 on mortgages of non-prescribed land; mortgagee notices and powers will be as under that Act, but the exemption from s 351(3) should be confirmed if the land was acquired with payment of unimproved value (s 13(4)). All records of land acquisitions, values, and approvals should be retained indefinitely.