Royal Society for the Prevention of Cruelty to Animals Act 1968 (Victoria)

This Act resolves doubts about the legal existence, governance and property rights of the Royal Society for the Prevention of Cruelty to Animals (the Society) by: (1) declaring that the Society is and always has been a body corporate under the Hospitals and Charities Act 1890 (s 3(a)); (2) validating past appointments, elections, employments and acts carried out in the name of the Society or its general committee (s 3(b)-(d)); (3) declaring specific by-laws to be the Society’s operative rules (s 3(e) together with the Schedule); (4) permitting the Society to make further by-laws within that framework (s 3(f)); and (5) vesting all property held on behalf of the Society in the Society without need of conveyance or transfer, subject to existing trusts, mortgages, liens and charges (s 4(a)-(b)). The Act also preserves the rights of parties under the Supreme Court judgment that gave rise to the legislation (s 5).

Those are the mechanics. The preamble records the legislature’s purpose-claims: to remove doubt that flowed from a 1967 Supreme Court judgment (action No. 1720 of 1965, His Honour Mr Justice Starke), which had held there were no valid rules or by-laws and therefore no validly appointed officers, contributors or members. The Act therefore seeks retrospective validation of the Society’s corporate status, internal rules and acts, and a forward governance framework embodied in the Schedule (the by-laws).

Mechanically, the Act:

Treats the Society as incorporated from 18 October 1895 with full corporate capacities (s 3(a)).
Treats persons acting as office-bearers, general committee members and employees as validly elected, appointed or employed (s 3(b)-(c)).
Declares existing by-laws and particular 1965 by-laws set out in the Schedule to be the operative rules (s 3(d)-(e); Schedule).

Victorian Legislation and Parliamentary Documentsi Version No. 001 Royal Society for the Prevention of Cruelty to Animals Act 1968 Act No. 7690/1968 Version as at 26 February 2003 TABLE OF PROVISIONS Section Page

Short title 3
Definitions 4
Validations 4
As to property 7
Saving 8

SCHEDULE 9 ═══════════════

General Information 21
Table of Amendments 22
Explanatory Details 23

Victorian Legislation and Parliamentary Documents1 Version No. 001 Royal Society for the Prevention of Cruelty to Animals Act 1968 Act No. 7690/1968 Version as at 26 February 2003 An Act relating to the Incorporation and Administration of the Royal Society for the Prevention of Cruelty to Animals and for other purposes. WHEREAS in the year One thousand eight hundred and seventy-one the Society known as "The Victorian Society for the Protection of Animals" (which society under that name and its successive names and descriptions as hereafter described is hereinafter referred to as "the Society") was formed having for its purposes the prevention of cruelty to animals by enforcing where practicable the existing laws and by procuring such further legislation as may be found expedient and for other kindred purposes: AND WHEREAS the Society being then an unincorporated association adopted rules or by- laws from its inception and pursuant to such rules or by-laws adopted a revised set of rules at a meeting of its general committee on the sixth day of August, 1895: AND WHEREAS on the fourteenth day of October, 1895 the Society was incorporated under the provisions of the Hospitals and Charities Act 1890 under the name and style of the Victorian Society for the Protection of Animals, notice of such incorporation appearing in the Victoria Government Gazette on the eighteenth day of October, 1895: AND WHEREAS the officers of the Society thereafter failed to have the rules previously

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 2 adopted on the sixth day of August, 1895 subsequently adopted by the committee of the Society after such incorporation or to have such rules confirmed by a general meeting of contributors to the Society or to have the said rules published in the Victoria Government Gazette pursuant to the provisions of the Hospitals and Charities Act 1890: AND WHEREAS the officers of the Society from the date of incorporation conducted elections, appointed officers and staff and carried on the administration of the Society in compliance with such pre-existing rules and thereafter adopted amendments thereto from time to time, including new by-laws adopted by the Society on the nineteenth day of October, 1943: AND WHEREAS the name of the Society was in the year 1954 changed to the Society for the Prevention of Cruelty to Animals as appears in the Victoria Government Gazette of the first day of September, 1954 and such name was in the year 1956 further changed to The Royal Society for the Prevention of Cruelty to Animals as appears in the Victoria Government Gazette on the twenty-first day of March, 1956: AND WHEREAS the general committee of the Society on the twenty-seventh day of April, 1965 adopted amended by-laws (hereinafter described as the 1965 by-laws) in purported compliance with the provisions of its previously adopted by-laws and thereafter conducted a ballot and at a subsequent general meeting of the Society on the twenty-fifth day of May, 1965 purported to confirm the 1965 by-laws: AND WHEREAS in an action by a contributory member of the Society brought against the Society in the Supreme Court of Victoria and numbered 1720 of 1965 His Honor Mr. Justice Starke held inter alia on the ninth day of March, 1967 that there had been no valid rules or by-laws of the Society since the incorporation of the Society and Preamble

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 3 accordingly no validly appointed officers or servants or validly admitted contributors or members of the Society: AND WHEREAS as a result of the said judgment doubts have arisen (inter alia) as to the validity of the Society's by-laws, its legal status and membership and the election and appointment of its general committee office bearers and employés and as to the validity of the acts of such persons in the purported exercise of the powers and functions of the Society: AND WHEREAS it is expedient to declare that all persons who are now acting or have at any time acted as members of the general committee or office bearers or employés of the Society shall be deemed to have been duly elected or appointed (as the case may require) and to make further provisions with regard to such persons and to the acts of such persons as is hereinafter provided: AND WHEREAS it is expedient to remove doubts that have arisen as to the legal existence, the membership and control of the Society and for the valid operation of the by-laws of the Society and for the protection of the trust funds, real estate and other assets of the Society and for other matters relating thereto as is hereinafter provided: BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):

Short title This Act may be cited as the Royal Society for the Prevention of Cruelty to Animals Act 1968 and shall come into operation on the passing thereof. s. 1

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 4 2. Definitions In this Act unless inconsistent with the context or subject-matter— "by-laws" means the by-laws or rules of the Society from time to time adopted by its financial members since the formation of the Society; "general committee" means the general committee of the Society operating from time to time; "property" means any interest in real and personal property whether within or without the State of Victoria; "Society" means the Society known as The Royal Society for the Prevention of Cruelty to Animals and previously known and described as The Victorian Society for the Protection of Animals and the Society for the Prevention of Cruelty to Animals and includes the unincorporated Society operating prior to the incorporation of the Society. 3. Validations Notwithstanding anything in the Hospitals and Charities Act 1890 or any other legislative enactment— (a) the Society now is and at all times since the eighteenth day of October, 1895 shall be deemed to have been duly incorporated and to have been a body corporate pursuant to the provisions of the Hospitals and Charities Act 1890 and as such now has and shall continue to have permanent succession and a common seal and under the name aforesaid may sue and be sued prosecute and s. 2

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 5 defend and take and suffer all other proceedings in al courts; (b) all persons who are at the passing of this Act acting or have at any time acted as office bearers or committee members of the Society shall be deemed to be or to have been duly elected or appointed office bearers or committee members (as the case may require); (c) the Secretary and other employés of the Society who at the passing of this Act are acting or have at any time acted in such capacity shall be deemed to be or to have been validly appointed or employed (as the case may require); (d) save as is hereinafter stated the by-laws or rules purported to have been adopted by the Society from time to time since the formation of the Society including the rules adopted by the Society on the sixth day of August, 1895 immediately prior to its incorporation as aforesaid shall be deemed to have been validly adopted and to have had full force and effect in the control of and administration of the affairs of the Society and all acts of all such persons as are described in sub-clauses (b) and (c) hereof purported to have been done in the exercise of the powers or functions of the Society or of its general committee under such by-laws or rules shall be deemed to have been acts done in the due and proper exercise of such powers and functions and shall not be called in question or challenged in any proceeding in any court whatsoever; s. 3

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 6 (e) so much and such parts of the by-laws purporting to have been adopted by the general committee of the Society on the 27th day of April, 1965 and purported to be confirmed by a general meeting of contributory members of the Society on the twenty-fifth day of May, 1965 as are set out in the Schedule hereto together with such additions thereto as are set out in the said Schedule shall be deemed to be the existing by-laws of the Society and to have been properly adopted and confirmed and to be in operation since the twenty-fifth day of May, 1965; (f) the Society may from time to time in manner provided by its by-laws make further by- laws and rules (not inconsistent with this Act) and such alterations in and amendments and additions to the by-laws as may from time to time be considered by its members to be necessary expedient or desirable; (g) any person who was at any particular time since the formation of the Society a contributory member, ordinary member, or junior member of the Society in accordance with the provisions of the by-laws which purported to be in operation at that particular time shall be deemed to have been at that time a member of the Society as aforesaid and all persons who were contributory members, ordinary members or junior members of the Society in accordance with the by-laws which purported to be in operation at the passing of this Act namely the 1965 by-laws shall be deemed to be at the passing of this Act members as aforesaid subject, (a) to their having paid such contributions as have become due from time s. 3

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 7 to time under the 1965 by-laws, and (b) to their having complied with the other conditions of membership under the 1965 by-laws; (h) notwithstanding anything contained in the by-laws the term of office of any office bearer or member of the general committee who under this Act is deemed to hold or retain such office or membership under the by-laws as at the 30th day of June, 1967 shall from the coming into operation of this Act be extended for a period of one year additional to the term of office or membership (as the case may require) that he or she is otherwise entitled to enjoy under the by-laws. 4. As to property (a) All property in fact held by the Society or by any person or persons on its behalf either absolutely or on trust or for any purpose whatsoever at the passing of this Act shall from and after the coming into operation of this Act vest in the Society or the person or persons as aforesaid without the necessity for any conveyance transfer or other assurance for such property and shall henceforth be held managed and dealt with by the Society or such persons as the Society or its proper officers may from time to time under its by-laws direct subject nevertheless to any trusts mortgages liens and other charges affecting the same immediately prior to the date of such vesting. (b) The Society may receive hold and enjoy property absolutely or upon trust and may grant transfer convey exchange demise (whether by way of lease or otherwise) create easements over or otherwise dispose of either absolutely or by way of mortgage charge lien or other encumbrance any of s. 4

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 8 the property at any time belonging to the Society provided that if any such property is subject to any trust the provisions of such trust shall be carried out by the Society in accordance with any testamentary disposition trust deeds or other instrument creating the trust, and generally the Society may exercise subject to the provisions of this Act all powers rights and privileges incident to a body corporate. 5. Saving Notwithstanding the enactment of this Act the rights of the parties under the judgment of His Honor Mr. Justice Starke in action number 1720 of 1965 in the Supreme Court of Victoria shall be and remain in all respects the same as they would have been if this Act has not been passed.

s. 5

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 9 SCHEDULE BY-LAWS Name of the Society

The name of the Society is "The Royal Society for the Prevention of Cruelty to Animals" it having on Petition been declared a body politic an corporate under the Hospitals and Charities Act 1890 (54 Vic., No. 1099) by the Governor in Council on 14th October, 1895 (vide page 1474 of the Victoria Government Gazette dated 8th February, 1956). Interpretation
In the interpretation of these By-laws words signifying the singular number may include the plural number and vice versa and words signifying the masculine gender shall include the feminine gender. Objects
The objects of the Society are to prevent cruelty to animals by enforcing, where practicable, the existing laws, by procuring the passage of such further legislation as may be thought expedient, by executing and sustaining an intelligent public opinion in this regard and by doing all things conducive and incidental to the attainment of the foregoing objects and in particular— (a) to take such steps and do such things as may be necessary or advisable to educate all persons in the community with regard to the humane treatment of animals; (b) to diffuse information as to the care, protection and treatment of animals, by the publishing and circulating of literature, by the organizing and delivery of lectures, and the promotion of essay and other competitions, by wireless broadcasting of addresses and talks, the use of television for the presentation of information of this nature and by any lawful means of communication; (c) to conduct, manage, operate or encourage and subsidise clinics, hospitals, homes, shelters for the care, treatment, maintenance and protection of animals and to acquire and conduct ambulance and other means of transport for animals; Schedule. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 10 (d) to prepare, edit, print, publish, issue, acquire and circulate books, papers, periodicals, gazettes, circulars and other literary productions relating to the care and treatment of animals or any research or investigation undertaken with reference thereto. 4. The Society shall keep a register of members with their full names and addresses and the date of commencement of their membership. A member may inspect and take copies of the register or any entry in the register at any reasonable time. 5. Any person desiring to become a member of the Society shall make application on the prescribed form in which shall be included an undertaking to be bound by the By-laws of the Society. Membership of the Society shall be constituted as follows— (a) persons who at any time during the twelve months ending 30th June in any one year shall have contributed on their own behalf the sum of two dollars or more, provided that such person shall not have been disqualified from membership in accordance with the By-laws; (b) persons elected by the General Committee as— (i) Life Members by virtue of their having contributed on their own behalf in one donation to the Society forty dollars or more; (ii) Honorary Members on the ground that they have conferred a signal benefit on the Society; (c) any one person nominated as a contributor by any organization, corporation, company or firm which during the period aforesaid shall have contributed to the Society twenty dollars or more; (d) any one person nominated as a contributor by the employees of any organization, corporation, company, firm or employer who have contributed to the Society during the period aforesaid ten dollars or more; (e) any one person nominated as contributor by the executors or trustees of any Will who have allocated at least one hundred dollars to the Society in one donation out of any moneys of the Testator not specifically directed to be paid to the Society under the Will; (f) no nominated member shall be a person disqualified for membership in accordance with these By-laws; Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 11 (g) persons under the age of 18 years who within the period ending on 30th June in any one year shall have contributed on their own behalf to the Society the sum of ten cents. Such members shall be referred to as Junior Members and shall have no voting rights but shall otherwise be bound by these By-laws. 6. (a) Notwithstanding anything in the preceding clauses the General Committee may reject any application for membership in any category or may refuse to renew or may cancel any membership upon being satisfied that any of the following grounds exist— (i) that the person concerned has made or caused to be made or published false, unfair, extravagant, fraudulent, derogatory or harmful statements concerning the Society or its activities or its General Committee, Office Bearers or Staff in the performance of their duties; (ii) that the person concerned has either before or since applying for membership expressed views or acted in a manner inconsistent with or detrimental to the aims and objects of the Society. (b) The powers under Clause 6(a) shall not be interpreted so as to prevent fair and honest criticism nor shall it apply to any written material forwarded to the General Committee nor to matters raised in good faith at any General Meeting of the Society. (c) Any member aggrieved by the decision of the General Committee in exercise of its powers under the preceding sub-sections may request the Committee to ask the Secretary of the Law Institute of Victoria or the Victorian Bar Council to appoint an Arbitrator to deal with the matter. After hearing all parties the Arbitrator shall make his decision which shall be binding on the Society and the member. The Arbitrator shall make such order as to costs as he may deem fit. Neither party to such an arbitration shall be entitled to legal representation and the time and place and form of the hearing shall be prescribed by the Arbitrator. (d) Notwithstanding anything contained in this clause membership of the Society shall cease should any member be in arrears with his subscription for a period of three months after the 30th June in any year. General Committee 7. The Governing body of the Society shall be the General Committee which shall consist of the following Office-Bearers: a President, two Vice-Presidents, an Honorary Treasurer and fourteen other members. All such members shall be contributory members. If it be found after any Annual Election of the General Committee that no member duly Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 12 elected is a Veterinary Surgeon or a member of the Victoria Police or a member of a recognized Accountancy Organization, the President shall approach the Australian Veterinary Association (Victorian Division) or the Chief Commissioner of Police or the Registrar of a recognized Accountancy Organization (as the case may be), and request nomination of a representative from such body. Such nominee shall thereupon become a member of the General Committee for the year in question and have all the rights and duties of the members of the General Committee notwithstanding that he may not be a financial member of the Society. The Nominee shall retire at the end of the financial year and cease to hold office after the Annual General Meeting unless he becomes a financial Member and stands for election and is duly elected to office. 8. The members of the General Committee shall be elected at an Annual Election at the time of the Annual General Meeting for a period of three years and on the day of the Annual General Meeting in each year six of the said members shall retire from office but shall be eligible for re- election. The members who shall retire shall be— (a) any member appointed to fill a casual vacancy during the preceding year up to a total of six in number and if less than six; (b) such other members as have been longest in office without re- election. 9. The Office-Bearers shall be elected by the General Committee at the first Committee Meeting after the Annual General Meeting and shall hold office for one year but shall be eligible for re-election. 10. The names of the members of the General Committee who shall retire in accordance with By-laws 8 and 9 shall be determined at the meeting of the General Committee held in the month of May in each year. Should it be necessary to determine the six members to retire by the inclusion of some or one only of members of equal length of service then the members to be so included shall be determined by agreement or in default thereof by lot. 11. If any member of the General Committee— (a) dies; (b) resigns by writing under his hand addressed to the Secretary of the Society; (c) becomes bankrupt or insolvent or compounds with his creditors or makes a deed of agreement for the benefit of his creditors; (d) ceases to be a Contributory Member of the Society; (e) is convicted of any treason, felony or grave misdemeanour; or Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 13 (f) is absent without the permission of the General Committee from four consecutive ordinary Meetings of the General Committee— his office shall thereupon become vacant. 12. In the event of any casual vacancy on the Committee the remaining members thereof may temporarily appoint thereto a Contributory Member. Duties and Powers of the General Committee 13. The first duty of the General Committee on taking Office each year will be to request the Governor of the State of Victoria, if not already appointed, to become Patron of the Society. Should, for any reason the Governor be unable to accept patronage of the Society, the Lieutenant Governor shall be requested to accept such appointment. 14. The General Committee shall have control of the affairs, property and funds of the Society. It shall have in its control all appointments and dismissals of members of the Staff, it shall fix their salaries and conditions of employment and generally shall be entrusted with the duty of taking such action as it may deem expedient to promote and carry out the objects of the Society. It shall have power to appoint such Veterinary Surgeons and Solicitors as it may think desirable. The General Committee shall have power to give directions or make regulations from time to time for the conduct of elections and the carrying on of the business affairs of the Society in so far as these matters are not covered by any of the By-laws of the Society. 15. The General Committee shall have power to appoint such Sub- committees as may be found necessary but such Sub-committees shall be composed of members of the General Committee. The President shall be an ex-officio member of all such Sub- committees. Meetings of the General Committee 16. The General Committee shall meet monthly except in January at such times as it may decide. In the absence of the President and Vice- Presidents the members present shall choose a Chairman. At any meeting of the General Committee six members thereof shall form a quorum. All questions shall be decided by the votes of a majority of the members present and in the case of an equality of votes, the Chairman shall have a second or casting vote. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 14 General Meetings 17. A General Meeting of the Society may be called by the General Committee at any time and shall be called by the Secretary upon the written request of not less than six members of the General Committee or not less than 100 contributory members of the Society stating the purpose for which they desire the meeting to be called. Voting at General Meetings shall be by simple majority of those members present and entitled to vote. 18. Every General Meeting shall be advertised by the Secretary in two daily newspapers circulating in the City of Melbourne at least 35 days before the date on which the meeting is to be held giving the exact time and place of such meeting. 19. The President or in his absence one of the Vice-Presidents shall preside at every General Meeting. In the absence of the President or Vice- Presidents the members shall choose some other member of the General Committee to be Chairman. 20. Twenty-five members shall form a quorum at any General Meeting or Annual General Meeting. Annual General Meetings 21. An Annual General Meeting shall be called by the Secretary acting on the authority of the General Committee on some day between the first day of July and the thirty-first day of August in each year. 22. The business to be transacted at the Annual General Meeting shall be— (a) to receive the report of the General Committee for the preceding financial year; (b) to receive the accounts and balance sheet duly certified by the Society's auditor for the preceding financial year; (c) to elect such members of the General Committee as may be necessary; (d) to appoint and fix the remuneration of an auditor for the ensuing year; (e) to decide on any motion submitted by an eligible member of which notice in writing shall have been submitted to the Secretary by the proposer at least 28 days prior to the date fixed for the meeting. Procedure for the election of the General Committee 23. The election for the General Committee shall be held on the same day as the Annual General Meeting of the Society. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 15 24. The Secretary shall include in the notice advertising the holding of the Annual General Meeting notification that nominations are called for in respect to the specified number of vacancies to be filled on the General Committee of the Society and that such nominations— (a) must be in writing signed by the candidates and two other members all of whom shall at the date of nomination be financial contributory members of the Society; and (b) must be in the hands of the Secretary by twelve noon on a date specified in the notice such date to be at least twenty-one days prior to the date of the annual election. 25. The General Committee shall at least two months before the date of the Annual General Meeting appoint a Returning Officer for the purpose of the election but no person shall act in such office if he is a member of the General Committee, a candidate for election or a permanent employee of the Society and such Returning Officer shall be a person who has acted in a responsible capacity regularly at Municipal State or Federal elections. 26. Immediately after the close of nominations the Secretary shall cause a list of the eligible persons nominated to be posted on a Notice Board at the registered office of the Society. 27. If the number of candidates is no greater than the number of vacancies to be filled the Chairman of the Annual General Meeting shall at that meeting declare such candidates duly elected and they shall take office from the closing of such meeting. Notwithstanding anything in the preceding clauses, the General Committee of the preceding year shall hold office until the close of the Annual General Meeting and the new Committee shall thereupon take office. 28. If there are more candidates than vacancies to be filled the election shall be by ballot of the members conducted in the following manner— (a) The Secretary shall cause ballot papers to be prepared containing the names of the candidates in alphabetical order with an asterisk against the names of retiring members eligible for re-election and containing directions as to the method of voting. Such directions shall advise the contributory member— (i) that the ballot paper shall be completed by marking a number in each square opposite the candidates names in order of the voter's preference, commencing with the number 1 and continuing consecutively until each square is filled; (ii) that the completed ballot paper shall then be placed in the smaller envelope supplied and sealed and that this envelope shall then be placed in the larger envelope supplied upon the Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 16 inside flap of which the voter shall legibly write his name, initials and address; (iii) that the outer envelope enclosing the smaller envelope shall be sealed and addressed to the Returning Officer at such address as he may direct and posted so as to be received by him not later than the time of closing of the ballot; (b) the Secretary shall not less than fourteen days prior to the closing of the ballot post in a prepaid envelope addressed to each member eligible to vote a ballot paper initialled on the back by the Secretary and the Returning Officer and stamped with the official stamp of the Society together with two other envelopes. The larger of such envelopes shall be a "Business Reply" envelope addressed to the Returning Officer and shall be numbered with the individual register number of each member entitled to vote. The smaller envelope shall be clearly marked "Ballot Paper"; (c) alternatively members may vote by delivering their ballot papers to the Returning Officer before the ballot closes by placing the same in a ballot box to be provided by him at the time and place of the Annual General Meeting. 29. The ballot shall close half an hour after the time fixed for commencement of the Annual General Meeting. At the close of the ballot the Returning Officer shall proceed to remove the envelopes containing the ballot papers from the ballot box, and shall open such envelopes and all other envelopes received by him through the post before the close of the ballot. He shall reject any ballot paper which is not marked in accordance with the requirements of these By-laws and shall proceed with such assistance as he may require to count the votes recorded on the remaining ballot papers. The Returning Officer shall conduct the said ballot by the preferential system of voting and subject to any regulations adopted by the General Committee. Except in so far as it may be inconsistent with these By-laws or such regulations the Returning Officer shall use the system of Preferential Voting prescribed by the Model By-laws of the Hospital and Charities Commission. 30. Any candidate or any two or more candidates jointly may appoint a Scrutineer who shall be a financial contributory member of the Society. No candidate shall appoint or join in appointing more than one Scrutineer. Such appointment shall be in writing addressed to the Returning Officer and signed by the candidate or candidates making the appointment and shall bear in the margin a specimen signature of the Scrutineer. Such writing shall be delivered to the Returning Officer at the Society's Registered Office at least an hour before the time fixed for the closing of the ballot. No person shall act as Scrutineer until the Returning Officer has satisfied himself as to the identity of such person with the Scrutineer appointed by such writing. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 17 31. Any Scrutineer properly appointed may be present at any stage of the proceedings for checking the identity of the voters with the roll examining the ballot papers and counting the votes. In the case of any dispute as to the adequacy of marking or otherwise as to the validity of any ballot paper the decision of the Returning Officer shall be binding and conclusive. 32. No election shall be invalidated by reason of the fact that any notice or paper required by these By-laws shall not have been received by any member provided that the notice referred to in By-law 24 hereof shall have been duly published. 33. The Returning Officer shall after the poll closes proceed to count the votes and shall then declare the result of the ballot by signing the Certificate in the presence of the Scrutineers (if any) and if none in the presence of the Secretary and the result of the ballot so certified shall be published in the two daily newspapers in which notices of the election were published. 34. If at any Annual Election for the General Committee the places of retiring members not standing for re-election are not filled the General Committee shall regard the vacancies in the same way as any casual vacancy and shall proceed to appoint such contributory members as they think fit to fill such vacancies. 35. For the purpose of the election of the General Committee the Secretary shall supply to the Returning Officer the complete roll of members including their names and addresses, date of payment of their subscription and any other details relevant to their eligibility to vote. The Secretary shall also supply a similar complete roll of members eligible to vote which shall be available to Scrutineers. In the event of any dispute as to eligibility to vote the decision of the Returning Officer shall be based on the complete roll and shall be final. Notices 36. Any notice to any officer or member of the Society which by these By- laws is required to be given may be served by delivering it to the person on whom it is to be served or by sending it by post in a prepaid letter addressed to him at his usual or last known place of abode or business within such time (if any) as is so prescribed and evidence of postage shall be deemed to be sufficient evidence of service for the purposes of these By-laws. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 18 Secretary 37. The General Committee may appoint and at its discretion remove or suspend a Secretary to the Society and fix his remuneration. It shall be the duty of the Secretary to keep accurate minutes of the proceedings of the Society and of the General Committee and to conduct the correspondence of the Society under the direction of the General Committee. He shall also be charged with the care of the books, documents and all property of the Society. He shall prepare an Annual Report. He shall keep the Membership Rolls as set forth in By- law 4 and perform such duties as are incidental to the enforcement of these By-laws and as may be directed or permitted by the General Committee. Honorary Treasurer 38. The Honorary Treasurer shall be a member of a recognized Accounting Organization and shall have charge of the moneys, securities and other valuable property of the Society and shall, subject to any direction from the General Committee disburse its funds, invest or realize investments and generally act in and supervise all matters concerning the finances of the Society. He shall cause proper accounting records to be kept of the transaction of the Society and shall produce to the General Committee his books of account and records and such documents relating thereto as may be required. He shall make an Annual Report of the Assets and Liabilities and shall submit to audit the accounts of the Society and such other financial records of the Society as he is required to keep. Seal 39. The Seal now in use by the Society shall be adopted as its Common Seal and the General Committee shall provide for safe custody of the Seal. The Common Seal of the Society shall be affixed to documents by two members of the General Committee in the presence of the Secretary and such application of the Seal shall be entered in a Register kept for this purpose and produced to the General Committee at each meeting thereof. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 19 Investments 40. Any change in the investments of the Society shall be made only on a recommendation by a majority of the Finance Sub-Committee where such has been appointed, confirmed by a majority of the General Committee or by a majority of the General Committee where no Finance Sub-Committee has been appointed. Alteration to By-Laws 41. Alterations of or additions to these By-laws shall be made in the following manner: (a) Any financial member of the Society may from time to time submit in writing to the General Committee any proposed amendment to these By-laws (hereinafter called "the proposed amendment") and the General Committee shall by resolution within two calendar months of receiving the proposed amendment either adopt or reject or adopt in altered form any such proposed amendment. (b) The General Committee may also of its own motion from time to time by resolution adopt any proposed amendment to the then By-laws. (c) The General Committee shall at the Annual General Meeting or General Meeting next held after the adoption of any resolution under (a) or (b) hereof advise such General Meeting of the proposed amendment and of any adopted amendment to these By-laws and such General Meeting shall be empowered either to confirm or reject such adopted amendment to these By-laws or to confirm or reject the proposed amendment in the form submitted to the General Committee and upon the confirmation of such adopted amendment to these By-laws or the proposed amendment the same shall subject to the following provision forthwith take effect as an amendment to these By-laws. (d) Notwithstanding the provisions of By-Law 17, if immediately after any adopted amendment to these By-laws or proposed amendment is duly confirmed by any such General Meeting no fewer than twenty members then present at such General Meeting and entitled to vote demand that the confirmed amendment to these By-laws be the subject of a postal ballot of members then such amendment to these By-laws shall cease to be effective unless and until it has been approved by a majority voting in a postal ballot of members which shall be conducted forthwith by the General Committee according to the ballot procedure prescribed for the election of the General Committee so far as the same is applicable thereto. Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 20 Branches 42. The Committee may by resolution recognize as a Branch of the Society any local Association in any district of Victoria, if— (a) the constitution of such Association is approved by the General Committee; and (b) the Executive of such Association undertakes that if recognized as a Branch the Members will be bound by the By-laws of the Society as existing from time to time and by such regulations and rules made by the General Committee as are applicable to Branches. The General Committee is hereby expressly given the power to draw up rules and regulations for the governing of Branches and to amend them from time to time as it may think fit, but before exercising its powers it shall notify any Branches accordingly so that they may place before it any facts which may be considered to be relevant. These powers however will not affect the rights of such Branches to receive donations and legacies and to disburse them in accordance with the By-laws of the Parent Society which shall have become the By-laws of such Branch or Branches and the Parent Society shall have no right to claim any part of such funds by way of levy, contribution or otherwise. 43. Each such Branch shall have an Office or Headquarters to which communications may be addressed and shall furnish to the General Committee the address thereof and notice of any change of such address. ═══════════════ Sch.

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 21 ENDNOTES

General Information The Royal Society for the Prevention of Cruelty to Animals Act 1968 was assented to on 7 May 1968 and came into operation on 7 May 1968. Endnotes

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 22 2. Table of Amendments There are no amendments made to the Royal Society for the Prevention of Cruelty to Animals Act 1968 by Acts and subordinate instruments. Endnotes

Victorian Legislation and Parliamentary DocumentsAct No. 7690/1968 Royal Society for the Prevention of Cruelty to Animals Act 1968 23 3. Explanatory Details No entries at date of publication. Endnotes

1 Royal Society for the Prevention of Cruelty to Animals Act 1968

Short title 3
Definitions 4
Validations 4
As to property 7
Saving 8

SCHEDULE 9 ═══════════════

General Information 21
Table of Amendments 22
Explanatory Details 23

Several core legal and governance concepts are central to this Act: deemed incorporation and corporate capacities, retrospective validation, statutory adoption of internal rules (by-laws), automatic vesting of property, preservation of judicial rights, and procedural governance mechanics for membership, elections and dispute resolution.

Deemed incorporation and corporate capacity: Section 3(a) declares the Society to have been a body corporate under the Hospitals and Charities Act 1890 since 18 October 1895. The statutory effect is to confer on the Society permanent succession, a common seal and the capacity to sue and be sued and do other acts incident to a body corporate. This is not a fresh incorporation; it is a legislative declaration backdating corporate status to 1895 for all legal purposes specified.

Retrospective validation and non‑challenge: Sections 3(b)-(d) validate persons who have acted as office-bearers, committee members or employees and validate acts done pursuant to the by-laws. In particular, s 3(d) provides that acts purported to have been done under the by-laws are "deemed to have been acts done in the due and proper exercise" of powers and shall not be called in question in any court. That is a strong non‑challenge clause for conduct within that timeframe and under the specified by-laws.

Statutory adoption of by-laws: The Schedule is adopted as the Society’s by-laws by s 3(e), and s 3(f) authorises the Society to make further by-laws consistent with the Act. The Schedule therefore carries statutory weight; internal rules detailed there (membership classes, election method, notice requirements, quorum, postal ballot procedure, arbitration of member disputes, branch recognition) are enforceable as the Society’s formally recognised rules.

Automatic vesting of property: Section 4(a) vests all property held by the Society or on its behalf, whether absolute or on trust, in the Society from the coming into operation of the Act, without the necessity for conveyance, transfer or other assurance. Vesting is subject to existing trusts, mortgages, liens and charges. Section 4(b) gives the Society corporate powers to receive, hold and dispose of property and to create encumbrances, but requires the Society to carry out trusts in accordance with the instrument creating them.

Preservation of judicial rights: Section 5 preserves the rights of parties under the judgment in action number 1720 of 1965, keeping the parties’ rights "the same as they would have been if this Act had not been passed." The legislature therefore validated corporate acts and membership, but did not extinguish whatever remedies or entitlements flowed from the prior court decision as against the Society or its officers.

Governance mechanics: The Schedule sets out detailed mechanics: membership eligibility based on contributions, membership register and inspection right (cl 4), disciplinary grounds and arbitration without legal representation (cl 6), committee composition and staggered three‑year terms with retirement by rotation (cls 7-11), nomination, ballot and preferential voting system for committee elections including requirements for postal ballots and returning officer qualifications (cls 23-35), notice and advertisement obligations for general meetings (cl 18), quorum and voting majorities (cls 16, 20), officer duties (Secretary, cl 37; Honorary Treasurer, cl 38), seal use and register (cl 39), investment decision procedure (cl 40), and by-law amendment procedure with right to postal ballot when demanded (cl 41).

These concepts combine to produce a legal architecture that simultaneously regularises historical irregularities, prescribes specific internal governance processes, confers corporate status and authority to hold and deal with property, and preserves residual judicial claims arising from the earlier litigation.

Primary legal subjects:

The Royal Society for the Prevention of Cruelty to Animals (the Society), including its current and historical incarnations (s 2, definition of "Society").
Persons who have acted or are acting as office-bearers, general committee members, Secretary and other employees of the Society at any time prior to the Act (s 3(b)-(c)).
Members of the Society: contributory, ordinary, junior and life or honorary members as defined in the Schedule (Schedule cl 5).
Donors, legatees and trustees who provided funds, property or bequests to the Society (s 4(a)-(b), Schedule cl 5(e)).

Secondary parties and stakeholders:

Creditors, mortgagees and holders of liens or other encumbrances affecting Society property (s 4(a) expressly preserves mortgages, liens and charges).
Persons who had rights under the Supreme Court judgment in action No. 1720 of 1965, since s 5 preserves those rights.
Branch organisations recognised by the General Committee and their members (Schedule cls 42-43).
External professional bodies that may be asked to nominate committee representatives (Schedule cl 7), notably the Australian Veterinary Association (Victorian Division), the Chief Commissioner of Police and recognised accountancy organisations.
Returning officers and scrutineers engaged to administer elections (Schedule cls 25-31).
The public insofar as they interact with the Society’s clinics, hospitals, shelters, or communications (Schedule cl 3).

Who pays:

The Society will incur costs to comply: advertising meeting notices in two daily newspapers (Schedule cl 18), printing and posting ballot papers and envelopes (cls 28-29), appointing a returning officer and scrutineers (cls 25, 30-31), keeping registers and minute books (Schedule cl 4, 37), maintaining audit and accounting processes (Schedule cl 38), and legal/administrative costs when enforcing or defending rights validated by this Act. Branches can receive donations and legacies and are not subject to levies by the Parent Society (Schedule cl 42), so local branch financial burden rests primarily with branches themselves unless the General Committee opts to provide funding.

Who decides:

The General Committee has substantive control over affairs, property and funds of the Society (Schedule cl 14), appoints/dismisses staff, fixes salaries, appoints veterinary surgeons and solicitors, forms subcommittees (cl 15) and can make regulations for elections and business not covered by by-laws (cl 14).
Members vote at general meetings and in committee elections, subject to membership eligibility defined in Schedule cl 5 and voting procedures in cls 23-35. Members can demand a postal ballot to confirm by-law amendments if at least 20 voting members present at a General Meeting so require (Schedule cl 41(d)).

Behavioural effects:

Persons acting in the name of the Society gain statutory validation for past acts (s 3(b)-(d)), reducing litigation risk for those acts going forward, but parties with rights under the earlier judgment remain able to pursue those rights (s 5).
The Society may more freely deal in property without formal conveyance steps (s 4(a)), potentially simplifying internal transfers and consolidating asset management subject to existing encumbrances and trust obligations.
Members face formalised disciplinary and arbitration routes for disputes (Schedule cl 6), with arbitration not allowing legal representation, which will affect how members litigate internal disputes.

Geographical scope: The Act speaks to property "whether within or without the State of Victoria" (s 2, definition of "property") and thus contemplates extraterritorial assets held on behalf of the Society. The operative by-laws are framed for the Society’s operation in Victoria, with references to newspapers circulating in the City of Melbourne and Victorian professional bodies.

Duties imposed on the Society and its officers:

Duty to carry out trusts, testamentary dispositions and trust deeds affecting property in accordance with the instruments creating them (s 4(b)).
Duty of the General Committee to control the affairs, property and funds of the Society, appoint/dismiss staff, fix remuneration and generally take action to promote the Society’s objects (Schedule cl 14).
Duty on the Secretary to keep accurate minutes, conduct correspondence, care for books, documents and property, prepare an Annual Report and keep membership rolls (Schedule cl 37).
Duty on the Honorary Treasurer to have charge of moneys, securities and other valuable property, supervise financial matters, keep proper accounting records and submit accounts for audit (Schedule cl 38).
Duty to keep and permit inspection of the membership register by members at reasonable times (Schedule cl 4).

Rights conferred on the Society and members:

Statutory corporate capacities: to sue and be sued, have a common seal and have perpetual succession (s 3(a)).
Power to receive, hold, transfer, convey, create encumbrances and otherwise deal with property (s 4(b)).
Right to make, amend and confirm by-laws consistent with the Act (s 3(f); Schedule cl 41).
Members’ rights to vote at general meetings and in committee elections if they meet the contribution and eligibility criteria in Schedule cl 5; junior members do not have voting rights (cl 5(g)).
Members’ right to have membership records inspected and copied (Schedule cl 4).
Right of the General Committee to recognise branches, and right of recognised branches to receive donations and legacies and to disburse them under the Parent Society’s by-laws, with an explicit statement that the Parent Society has no right to levy or claim such branch funds (Schedule cl 42).

Procedural duties and rights in elections and meetings:

Advertising requirement: the Secretary must advertise every General Meeting in two daily Melbourne newspapers at least 35 days prior, giving time and place (Schedule cl 18).
Quorum and voting thresholds: General Committee meetings need six members for a quorum (cl 16), and 25 members constitute a quorum at General Meetings (cl 20); most decisions by simple majority with the chair having a casting vote in Committee meetings (cl 16).
Returning officer duties and disqualifications: the General Committee must appoint a returning officer at least two months before the Annual General Meeting; that person must not be a committee member, candidate or permanent employee and must have election experience (cl 25).
Ballot mechanics: postal ballot, preferential voting and ballot formality rules are specified; the returning officer’s decision on disputes about ballot adequacy is final (cls 28-31).

Disciplinary and dispute-resolution mechanisms:

The General Committee may refuse, cancel or refuse to renew membership where a person has made false, defamatory or harmful statements about the Society, or acted inconsistently with the Society’s aims (Schedule cl 6(a)(i)-(ii)). Clause 6(b) expressly protects fair and honest criticism and matters raised in good faith at general meetings.
Aggrieved members can request arbitration by an arbitrator appointed by the Secretary of the Law Institute of Victoria or the Victorian Bar Council; arbitration decisions are binding, arbitrator may award costs, and parties are not entitled to legal representation (Schedule cl 6(c)).

Limitations and savings:

Section 5 preserves rights under the earlier Supreme Court judgment, so any remedies, claims or rights flowing from that decision remain unaffected by the validation and vesting provisions.

These duties and rights create a governance framework with clear allocation of financial management responsibilities to the Treasurer, operational and recording responsibilities to the Secretary and strategic control to the General Committee, while giving members statutory rights to participate subject to contribution rules and disciplinary safeguards.

The Act itself contains no criminal penalties or express civil penalty regime. It does, however, create enforceable governance obligations and internal enforcement mechanisms through the by-laws and preserves the parties’ rights under the prior Supreme Court judgment (s 5). Enforcement therefore follows several channels:

Internal enforcement mechanisms

Membership discipline: The General Committee has power to reject, refuse to renew or cancel membership where the specified grounds exist (Schedule cl 6(a)). That power is internal but binding on membership status; membership lapses for non-payment after three months in arrears post 30 June (cl 6(d)). The Committee’s decision can be subjected to arbitration as set out in cl 6(c), which is binding.
Arbitration: Clause 6(c) provides an internal binding arbitration route conducted by an arbitrator appointed on request to the Secretary of the Law Institute of Victoria or the Victorian Bar Council. The arbitrator’s decision is binding on the Society and the member, and the arbitrator may award costs. The by-law forbids legal representation in this arbitration, which may limit procedural complexity and legal costs for members and the Society, but also restricts formal legal advocacy.

External enforcement and judicial rights

Non‑challenge clause: Section 3(d) declares acts done by persons deemed to have been validly appointed under the by-laws to be immune from challenge in any court. That limits external judicial review of retrospective acts covered by the section, unless in respects preserved by s 5.
Preservation of prior rights: Section 5 explicitly saves the rights of parties under the Supreme Court judgment. Those parties retain whatever remedies and enforcement mechanisms flowed from the judgment and can continue to litigate or enforce those rights despite the validation provisions.

Property and trust enforcement

Trust compliance: Section 4(b) imposes an obligation on the Society to carry out the provisions of any trust in accordance with the instrument creating it. Trustees, beneficiaries, or other interested parties may have equitable remedies in respect of trust non‑compliance; the Act does not strip beneficiaries of equitable claims. Section 4(a) also preserves mortgages, liens and charges, meaning secured creditors retain their enforcement rights against encumbered property.

Procedural compliance enforcement

Election and meeting rules: The by-laws prescribe detailed ballots and voting procedures, including the returning officer’s role and finality on ballot validity (Schedule cls 28-31). Challenges to elections are constrained by these provisions; for example, the returning officer’s decision on ballot validity is declared binding (cl 31). However, the Schedule also states that failing to give notice required by the by-laws will not invalidate an election provided the central notice in cl 24 has been duly published (cl 32), limiting procedural attack points.

Absence of express statutory sanctions

The Act does not create new criminal offences or statutory monetary penalties for breaches of by-laws or procedural non-compliance. Instead, the primary mechanisms to address misconduct within the Society are internal discipline, arbitration and, for trusts and property matters, existing equitable and statutory remedies that remain available to third parties or members. The preservation of action rights under the earlier judgment (s 5) also keeps open the conventional courts as a route for enforcement where the judgment carved out such rights.

Practical enforcement implications

Given the strength of s 3(d) in validating past acts against judicial challenge, affected third parties or members may find judicial remedies limited for retrospective issues covered by that provision, except for claims preserved by s 5 or for matters not within the ambit of the validation. For present and future governance, the general committee and the Society’s officers are subject to the by-laws and to their equitable duties in managing trust property, finances and statutory obligations where applicable.

Overall, enforcement is a mixture of binding internal arbitration for membership disputes, the Treasurer and Secretary’s statutory duties in record-keeping and financial reporting, equitable remedies for trust or property mismanagement, and preservation of external judicial remedies created by the prior litigation.

This Act interacts explicitly and implicitly with several categories of law: the Hospitals and Charities Act 1890, trust and property law, company and incorporation principles, rules of evidence and procedure for civil litigation, and any applicable taxation or regulatory regimes relevant to charities. The Act itself frames these interactions in key provisions.

Relationship with the Hospitals and Charities Act 1890

Section 3 begins "Notwithstanding anything in the Hospitals and Charities Act 1890 or any other legislative enactment" and then declares the Society to be and to have been duly incorporated pursuant to the Hospitals and Charities Act 1890 (s 3(a)). The "notwithstanding" language indicates Parliament intends to override any inconsistent consequences in the Hospitals and Charities Act and to treat the Society as incorporated from 18 October 1895. That is a legislative de facto correction of any procedural non-compliance with the Hospitals and Charities Act that would otherwise affect the Society’s corporate status.

Trust and property law

Section 4(a) vests property in the Society without the necessity for conveyance, but subject to "any trusts mortgages liens and other charges affecting the same immediately prior to the date of such vesting." That preserves equitable trust obligations and secured interests. The Act therefore does not extinguish or alter trust instruments; it requires the Society to carry out trust terms in accordance with original instruments (s 4(b)). Beneficiaries and secured creditors retain their pre-existing rights and may enforce them under ordinary trust and property law processes.

Interaction with civil litigation and prior judgment

Section 5 expressly preserves the rights of parties under the judgment in action 1720 of 1965. The Act therefore modifies the state of affairs created by judicial pronouncement only to the extent it validates past acts and persons, but does not extinguish remedies or rights created by that judgment. Section 3(d) limits the ability to challenge past acts in court, but s 5 ensures that litigants who succeeded under the prior judgment are not left worse off than they would have been without the Act.

Corporations and statutory capacity

Although the Society is not incorporated under the Companies Act (or a companies regime), s 3(a) gives it capacity "to sue and be sued prosecute and defend and take and suffer all other proceedings in all courts," and s 4(b) grants powers incident to a body corporate to deal with property and create encumbrances. These are statutory capacities that operate alongside, rather than in substitution of, the usual legal rules applicable to corporations and unincorporated associations. Where other statutes regulate charities, land registration, taxation, employment or other areas, those statutes remain applicable unless expressly displaced.

Electoral procedures and Model By-laws reference

The Schedule mandates preferential voting and makes the Returning Officer use the system of Preferential Voting prescribed by the Model By-laws of the Hospital and Charities Commission (Schedule cl 29). The Act therefore embeds an external model by-law standard into the Society’s electoral procedures, binding the Society to an established electoral practice referenced from the earlier statutory context.

Regulatory oversight and taxation

The Act does not create a new registration or charity regulator role. It does not address taxation, fundraising legislation or other regulatory requirements that might apply to charities. Those regulatory regimes continue to apply to the Society as they would to any body corporate or charity operating in Victoria and Australia.

Practical points of friction

Although s 4(a) provides automatic vesting without conveyance, practical interactions with land registration systems, third-party transferees, financial institutions and trustees may still require documentary transfers to update certificates of title or records. The Act does not amend the law of land registration or discharge formalities that external registries and institutions may require in practice.

In summary, this Act operates as a corrective and clarifying statute that supersedes inconsistent provisions of the Hospitals and Charities Act 1890 for the Society’s incorporation status while preserving trust obligations, the rights arising from prior judicial orders, and existing external regulatory regimes. It formalises internal governance but does not strip beneficiaries or secured parties of their existing rights under property and trust law.

The version provided is the Royal Society for the Prevention of Cruelty to Animals Act 1968, as assented on 7 May 1968 and commenced on that date (Endnotes 1). The Endnotes indicate that there are no amendments listed to this Act by subsequent Acts or subordinate instruments up to the version date (Endnotes 2: "There are no amendments made to the Royal Society for the Prevention of Cruelty to Animals Act 1968 by Acts and subordinate instruments"). The Explanatory Details section is empty (Endnotes 3).

What this means concretely:

The operative text remains the original 1968 enactment, including its Schedule of by-laws. Any modification of the Society’s statutory by-laws would therefore have occurred through the internal amendment procedures prescribed in the Schedule (Schedule cl 41) rather than by way of external amendment to the Act itself.
Clause 41 prescribes how by-laws may be amended from within: financial members may propose amendments, the General Committee can adopt or reject proposals within two months, and the adopted amendment or proposed amendment must be submitted to the next General Meeting for confirmation or rejection. If, immediately after confirmation, at least 20 voting members present demand a postal ballot, the amendment will only take effect if approved by a majority in that postal ballot (Schedule cl 41(d)). The postal ballot uses the ballot procedure prescribed for the election of the General Committee so far as applicable (cl 41(d)).
Because the Act contains no recorded statutory amendments post‑1968 (per Endnotes), any operational changes in how the Society functions would have to occur under the internal powers conferred by the Schedule, subject to the Act’s requirement that by-laws not be inconsistent with the Act (s 3(f)).

Potential implications of no external amendments on record:

The absence of recorded legislative amendments means the statutory validation, property vesting and the Schedule remain the baseline legal architecture unless a later Act, not listed here, modified them. Practitioners should verify more recent consolidated sources or legislative databases if acting in the present, since the provided version is as at 26 February 2003 per the header,but the Endnotes claim no amendments up to publication.

Historical point:

The Act itself is a response to a judicial decision that created legal uncertainty. Its retroactive validation effect (s 3) was the legislative tool chosen in 1968. The lack of subsequent recorded amendments suggests Parliament intended the Act to be a durable settlement of the legal issues it addressed, leaving future development to internal governance within the framework the Act provides.

If advising on current compliance, always confirm whether any later legislative action or regulations have modified these provisions since the version date. The Endnotes here record no amendments to the Act as at the publication date, but a contemporary statutory check is necessary for live practice.

The Schedule and preamble explicitly reference one principal piece of litigation which prompted this legislation: an action in the Supreme Court of Victoria, action number 1720 of 1965, in which His Honour Mr Justice Starke delivered a judgment on 9 March 1967. The preamble summarises the decision’s effect as holding that "there had been no valid rules or by-laws of the Society since the incorporation of the Society and accordingly no validly appointed officers or servants or validly admitted contributors or members of the Society." This judicial finding created the legal uncertainty the Act addresses.

How the Act responds to that litigation:

Retrospective incorporation: Section 3(a) declares that the Society is and at all times since 18 October 1895 shall be deemed to have been duly incorporated, thereby erasing (by legislative fiat) the legal deficiency identified by the Court concerning the Society’s incorporation and corporate capacities.
Validation of acts and appointments: Sections 3(b)-(d) validate persons who acted as office-bearers, committee members and employees, and declare that acts done purportedly under by-laws are deemed properly done and "shall not be called in question or challenged in any proceeding in any court whatsoever." This removes the litigation vulnerability that the prior judgment exposed.
Preservation of rights: Despite the validating effect, section 5 saves the rights of parties under the judgment. That means that litigants who relied on or obtained remedies from the Supreme Court decision retain their legal position as it existed under the judgment, even though the Act validates the Society’s historical acts.

No other cases, appeals or subsequent litigation are named or included in the source text. The Endnotes show no recorded amendments and the Schedule contains internal arbitration provisions for member disputes (Schedule cl 6(c)), which establishes an internal path for resolving disagreements that might otherwise proceed to litigation.

Practical consequences for litigation strategy:

Litigants who had rights under the 1967 judgment (action 1720 of 1965) are not stripped of those rights by this Act, so enforcement or further proceedings based on that judgment remain available (s 5).
For contested matters about earlier acts of the Society that fall squarely within the validation language of s 3(d), courts are statutorily barred from entertaining challenges. Counsel should therefore dissect whether a dispute concerns an act within the validation scope or a surviving right preserved by s 5.
Internal member disputes may be directed first to arbitration under the by-laws; the absence of legal representation in that internal arbitration (Schedule cl 6(c)) and the arbitrator’s binding decision on parties may affect the utility and appropriateness of initiating external proceedings.

Because the Act is explicitly framed as a legislative cure to the legal uncertainty arising from that single Supreme Court decision, the litigation history here is narrowly focused: one leading case produced the statutory response. The Act itself limits the scope for further judicial challenges to validated historical acts while protecting the judicially created rights the challengers obtained.

Several practical, legal and procedural pitfalls arise from the Act and the detailed by-laws in the Schedule. These are points that often trip up boards, administrators, members and advisers.

Non‑challenge clause vs preserved rights (s 3(d) and s 5)

The Act makes retrospective acts immune from court challenge (s 3(d)), but s 5 saves rights under the earlier judgment. Parties must carefully map any claim to determine whether it is extinguished by the non‑challenge clause or preserved by s 5. Do not assume validation eliminates all exposure.

Automatic vesting without conveyance (s 4(a))

Section 4(a) vests property in the Society "without the necessity for any conveyance transfer or other assurance." That is legally potent, but in practice land registries and financial institutions may still require documentary assurance to update title records or discharge encumbrances. The Act preserves trusts and charges, so vesting does not alter third‑party secured interests. Practitioners should remain attentive to operational requirements of registrar offices and mortgagees.

Trust obligations remain enforceable (s 4(b))

The Society must carry out trust provisions "in accordance with any testamentary disposition trust deeds or other instrument creating the trust" (s 4(b)). Beneficiaries continue to have equitable remedies. The Act does not free the Society from trustee duties or personal liabilities where trusteeship duties are breached.

Membership eligibility and contribution cut‑offs (Schedule cl 5)

Membership rights depend on contribution thresholds and timing ("persons who at any time during the twelve months ending 30th June ... shall have contributed ... two dollars or more"). Administration of membership rolls and payment dates is material to voting rights and eligibility; poor record keeping can disenfranchise members or produce disputes.

Disciplinary grounds and freedom of expression (Schedule cl 6)

The General Committee can cancel membership for statements that are "false, unfair, extravagant, fraudulent, derogatory or harmful." Clause 6(b) protects fair and honest criticism and matters raised in good faith, but the boundaries are not finely drawn. Arbitrations under cl 6(c) prohibit legal representation, which limits procedural safeguards and may deter members from contesting committee decisions vigorously.

Arbitration without lawyers (Schedule cl 6(c))

Members aggrieved by committee decisions may seek arbitration, but legal representation is barred and the arbitrator's decision is binding with costs determinations. This can produce procedural fairness concerns and may shift disputes into other fora if parties insist on orthodox legal representation.

Newspaper advertisement and timing (Schedule cl 18)

The Secretary must advertise every General Meeting in two daily newspapers circulating in the City of Melbourne at least 35 days prior. Failure to satisfy this may create procedural challenges, though cl 32 mitigates by preventing invalidation of elections unless central notice in cl 24 was not published. Still, the advertising cost and logistical burden are significant and potentially obsolete in a modern context; compliance with this exact mechanism is required unless by-laws have changed within the Schedule's amendment procedure.

Postal ballot complexity and sealing requirements (Schedule cls 28-29)

The postal ballot process demands initialling, official stamps, individual numbering linked to membership register numbers and specific envelope handling. The Returning Officer’s duties are exacting and mistakes can lead to ballot rejection, with the Returning Officer’s decisions declared binding (cl 31). Administrative errors can disenfranchise voters.

Returning Officer constraints (Schedule cl 25)

The returning officer cannot be a committee member, candidate, or permanent employee and must have experience in municipal, state or federal elections. Finding an eligible returning officer with the necessary availability and impartiality may be challenging.

Branch autonomy and funds (Schedule cl 42)

Branches recognised by the Committee may receive donations and legacies and the Parent Society "shall have no right to claim any part of such funds by way of levy, contribution or otherwise." That constrains central fundraising control and may produce fragmentation of financial management between branches and central committee, with risks of inconsistent compliance with trust or donor conditions.

Seal use formalities (Schedule cl 39)

The common seal requires two committee members and the Secretary to be present and the application recorded in a Register. Failure to follow these formalities could produce challenges in deeds or contracts where seal formalities are relied upon.

No recorded statutory amendments (Endnotes)

The Endnotes state no legislative amendments were made as at publication. However, the internal by-law amendment procedure is the only mechanism provided for change unless the Parliament later amended the Act. Practitioners should verify whether later legislation or regulatory actions have altered the Act beyond the provided version.

Potential friction with modern governance expectations

Several by-law provisions (e.g., newspaper notice requirement, prohibition on legal representation in arbitration) reflect the 1968 governance culture and may be out of step with contemporary governance norms or regulatory expectations for charities. Changing them requires strict compliance with the Schedule’s amendment procedure, including potential postal ballots.

These "gotchas" are operational and legal friction points. They arise because the Act combines statutory validation with prescriptive by-law mechanics that have concrete administrative consequences and potential for disputes if not meticulously followed.

For the Society’s governing body and advisers, complying with the Act requires attention to record-keeping, procedural rigour in meetings and elections, fiduciary care in property and trust dealings, and observance of the by-laws’ dispute-resolution mechanisms. Below is a practical compliance checklist grounded in the Act’s text.

Maintain and preserve membership register and records (Schedule cl 4; s 2 definition)

Keep a full and accurate register of members with names, addresses and dates of commencement of membership. Ensure members can inspect and copy entries at reasonable times. The register is central to ballot administration, member eligibility checks and the numbering system used in postal ballots (Schedule cls 24, 28-29, 35).

Administer contributions and membership eligibility precisely (Schedule cl 5)

Record contributions and apply the specified thresholds and timing rules (e.g., contributions in the 12 months ending 30 June, life member donation thresholds, junior member contributions). Ensure arrears procedures (membership lapse three months after 30 June in arrears) are documented and applied.

Follow election and ballot procedures strictly (Schedule cls 23-35)

Appoint a returning officer at least two months before the Annual General Meeting (cl 25) who satisfies the independence and experience requirements. Prepare ballots per the specified preferential voting form, initialling, official stamping and double-envelope procedure (cls 28(a)-(b)). Maintain a complete roll to supply to the returning officer and scrutineers (cl 35). Ensure scrutineer appointments are validated per cl 30. The returning officer's determinations on ballot validity are final (cl 31), so administrative fiat must be rigorous.

Publish meeting notices in accordance with the by-laws (Schedule cl 18)

Advertise every General Meeting in two daily Melbourne newspapers at least 35 days before the meeting (cl 18). Prepare the notice to include exact time and place. The Annual General Meeting must be called between 1 July and 31 August (cl 21).

Ensure quorum and meeting formalities (Schedule cls 16, 20)

For General Committee meetings, ensure six committee members form a quorum; for General Meetings, ensure 25 members form a quorum. Record minutes (Secretary duty under cl 37) and preserve them as evidence of procedural compliance.

Maintain financial records and audit compliance (Schedule cl 38)

The Honorary Treasurer must keep proper accounting records, present audited accounts to the Annual General Meeting and make annual reports of assets and liabilities. Appoint an auditor and fix remuneration for the auditor annually (Schedule cl 22(d)).

Manage property and trust obligations carefully (s 4(a)-(b))

Although property vests automatically, the Society must honour any trust instruments and respect mortgages, liens and other charges. Before disposing of property, confirm trust terms and encumbrance status. Any exercise of powers to transfer, mortgage, lease or encumber property must be consistent with trust obligations and the Society’s by-laws (s 4(b)).

Implement formal seal procedures (Schedule cl 39)

Keep a Seal Register logging every application of the common seal. Ensure two committee members and the Secretary witness affixation and record the transaction in the register.

Adopt disciplined branch recognition procedures (Schedule cls 42-43)

If recognising branches, ensure their constitutions are approved, and that each branch undertakes to be bound by the Society’s by-laws. Note that branches may retain their own donations and legacies and are not subject to central levies; maintain oversight to ensure branch activities comply with trust and donor directions.

Prepare internal dispute-resolution workflow (Schedule cl 6)

For disputes about membership discipline, follow cl 6’s procedural steps and be prepared to refer matters to arbitration with the Law Institute or Bar Council. Ensure arbitrations are conducted per the by-law’s constraints (no legal representation) and maintain records of arbitral rulings and costs.

Document by-law amendments per cl 41

When proposing by-law amendments, follow the two-month General Committee resolution window, present amendments to the next General Meeting, and be ready to conduct a postal ballot if at least 20 members present demand it. Use the election ballot procedures as far as applicable for postal ballots.

Preserve and monitor legacy and testamentary gift compliance (s 4(b); Schedule cl 5(e))

Where the Society receives bequests, ensure the terms are followed and the executors or trustees’ conditions are implemented. Maintain separate accounting and compliance records for restricted gifts.

Legal review and contemporary update

Given some by-law requirements reflect 1960s administrative norms (e.g., newspaper advertisement obligations, prohibition on legal representation in internal arbitration), consider whether internal by-law amendment is advisable and, if so, follow the formal amendment procedure (Schedule cl 41). Seek legal advice where the interplay between s 3(d) validation and s 5 preservation creates uncertainty about specific disputes.

External verification and registries

Where property dealings require dealings with land registries, banks or other third parties, prepare contemporary conveyancing documentation even if vesting is statutory. Confirm with registries and banks whether additional documents are required to update records or discharge encumbrances.

Train officers and staff

Ensure the General Committee, Secretary and Treasurer understand their duties under the Schedule and the Act. Provide practical checklists for ballot administration, meeting notice publication, minute‑taking, financial reporting and seal usage.

This compliance plan focuses on observable, administrable tasks required by the Act and Schedule. The Society should keep contemporaneous records accounting for every election, meeting notice, ballot, seal application, property disposition and audit, because the statutory validation and immunity around past acts heightens the importance of documentation for future disputes and regulatory review.

Royal Society for the Prevention of Cruelty to Animals Act 1968

Plain English Summary

Deep Dive

What it does

Current sections

Royal Society for the Prevention of Cruelty to Animals Act 1968

Source text: opening excerpt

1 Royal Society for the Prevention of Cruelty to Animals Act 1968

Main concepts

Who it affects

Key duties and rights

Penalties and enforcement

How it interacts with other laws

Amendment history

Litigation history

Gotchas

How to comply