(1) The Short Title of this Act is the Agricultural and Pastoral Societies Act 1908.

(2) This Act is a consolidation of the enactments mentioned in the Schedule, and with respect to those enactments the following provisions shall apply:

• (a) all societies, corporations, offices, appointments, regulations, rules, bylaws, instruments, and generally all acts of authority which originated under any of the said enactments, and are subsisting or in force on the coming into operation of this Act, shall enure for the purposes of this Act as fully and effectually as if they had originated under the corresponding provisions of this Act, and accordingly shall, where necessary, be deemed to have so originated:

  provided that every such corporation shall be deemed to be the same corporation under this Act without change of corporate entity or otherwise:

  provided also that in the case of members of the governing body of the corporation elected or appointed for a specified term the current term shall be computed from the date of its commencement:

• (b) all matters and proceedings commenced under any such enactment, and pending or in progress on the coming into operation of this Act, may be continued, completed, and enforced under this Act.

In this Act, if not inconsistent with the context,—

(1) Where any number of persons not being less than 50 have associated themselves together into a society for any of the objects hereinafter mentioned, the Governor-General in Council may, on the petition of not fewer than two-thirds of such persons, incorporate the petitioners and all other persons who at that time are members of the society, or are thereafter admitted members thereof agreeably to the rules of the society and the provisions of this Act, into a body corporate by a style to be named in the Order in Council incorporating the same.

(2) Every such society, when incorporated, shall have perpetual succession and a common seal, and in its corporate name shall be able to do and suffer all that corporate bodies may do and suffer.

All the real and personal property belonging to or held in trust for any society shall, on and after the incorporation of such society, vest in and belong to the incorporated society under its corporate name.

If any Crown lands are set apart and reserved for the purposes of any society, the Governor-General may grant such lands or any part thereof to the society.

The society may let on lease any portion of the lands so granted, but so that a sufficient portion of such lands shall, if in the opinion of the society the same is suitable for the purpose, be always available for holding meetings and exhibitions, and for other legitimate objects of the society.

If such lands are not suitable for the purposes herein mentioned, the society may and shall, out of the proceeds of the leasing thereof, or of any portion thereof, procure other suitable land and render and keep the same available for such purposes; or, on the resolution of two-thirds of the members present at any general meeting of the society, the society may sell or exchange any lands granted to or vested in the society, if it appears advantageous to do so; but in case of a sale the money received shall, as soon as conveniently may be, be invested in the purchase of other lands suitable for the purposes of the society.

(1) A society may purchase or otherwise acquire any freehold or leasehold lands, with or without buildings, and may put up any buildings or erections thereon, or pull down, rebuild, repair, or alter any buildings or erections already existing thereon, whether erected or purchased by the society, and may furnish and equip any such buildings or erections for the use either of the society or of any of its tenants.

(2) The 2 last preceding sections apply to all lands acquired by any society under the provisions of this section.

(3) The committee of management of the society shall have full power, if it thinks fit, to appoint a subcommittee, to consist of not fewer than 3 persons, who may be entrusted with the management of any lands and buildings heretofore or hereafter purchased or otherwise acquired under this Act, with full power to enter into and execute contracts in the name and on behalf of the society for letting the whole or any part thereof, to sue for rents, and do all things necessary in or about such management.

(4) All money arising from the letting of any such lands or buildings shall be applied, first, in the payment of all necessary outgoings in connection with the land or buildings and, secondly, in payment of any interest, principal, or other money payable in accordance with the terms of any mortgage or other loan raised under this Act; and, after payment of such interest, principal, or other money, shall be applied to the general purposes of the society.

(1) A society may from time to time borrow money by debentures, or by mortgage of any lands granted to or acquired by the society, and may execute all necessary mortgages or other instruments containing a power of sale and other usual powers and provisions, and may apply the money so borrowed for any of the following purposes:

• (a) the repayment of any existing or future debt or liability of the society:

• (b) the erection, alteration, or repair of any building or erection, or the making of improvements on any land held by the society:

• (c) the purchase or other acquisition of land or any interest in land required for the purposes of the society.

(2) No money shall be borrowed under this section without the consent, expressed by resolution, of at least two-thirds of such members of the society as are present at a meeting specially called for the purpose of adopting the provisions of this section:

provided that no member shall vote on such resolution unless he has been a member of the society for at least 3 months previously.

(3) Such meeting shall be called by notice posted to the last known address of each member, stating the object of the meeting, at least 21 days before the holding of the meeting.

(4) No mortgagee or debenture holder shall be concerned to inquire as to the necessity or propriety of any mortgage or debenture, or as to whether any resolution has been passed or notice given, or be concerned to see to the application of the money borrowed, or be answerable for the misapplication or non-application thereof.

The objects of every society shall be some 1 or more, either wholly or in part, of those hereinafter set forth:

• (a) to collect such information contained in agricultural publications and in other works as has been proved by practical experience to be useful to the cultivator of the soil:

• (b) to correspond with agricultural and other societies, and to select from such correspondence all information that is, in the opinion of the society, likely to be of practical benefit to the cultivator of the soil:

• (c) to pay to any occupier of land or other person who undertakes, at the request of the society, to ascertain by experiment how far such information leads to useful results in practice, compensation for any loss he incurs in doing so:

• (d) to encourage men of science in their attention to the improvement of agricultural implements, the application of chemistry to the general purposes of agriculture, the destruction of insects injurious to vegetable life, and the eradication of weeds:

• (e) to promote the discovery of new varieties of grain and other vegetables useful to man or as food for domestic animals:

• (f) to collect information with regard to the management of woods, plantations, and fences, and on every other subject connected with rural improvement:

• (g) to take measures for improving the veterinary art as applied to horses, cattle, sheep, and pigs:

• (h) to encourage by the distribution of prizes at the meetings of the society, and by other means, the best mode of farm cultivation and the improvement of livestock of all or any of the kinds defined in this Act:

• (i) to encourage enterprise and industry by the holding of meetings for the exhibition of implements and produce, the granting of prizes thereat for the best exhibits, and by competitions for prizes for inventions or improvements, or for skill or excellence in agricultural or pastoral arts.

(1) The members, at their general meetings assembled from time to time, may alter or amend any bylaws, rules, or regulations in force previously to incorporation, and also may make such further or other bylaws as they or the majority of them present at such meetings judge proper and necessary for the better government and direction of the society.

(2) All such bylaws, and every alteration thereof, shall be notified at 2 meetings of the committee of management to be appointed as hereinafter provided previous to the general meeting of the society at which they are proposed to be made; and shall be confirmed at the next general meeting of the society.

(3) All the bylaws, rules, regulations, and orders in force at the time of the incorporation of the society shall, until altered, be duly observed and kept, provided that the same are not contrary to or inconsistent with this Act.

(1) Until the same are altered under the provisions of the last preceding section, the following bylaws shall have effect in respect of every society, that is to say:

• (a) the society may consist of ordinary, honorary, and life members, who shall be elected by ballot at any meeting of the society in the manner prescribed by any bylaw:

• (b) the society shall hold 1 or more general meetings in each year, upon such days as the committee of the society fixes at any of its ordinary meetings, and makes known, together with the object of the meeting, at least 14 days beforehand, by advertisement in any newspaper published or circulating in the district wherein the society holds its meetings:

• (c) at all general meetings of the society 20 shall be a quorum; and the president, or in his absence the vice-president, or in the absence of the vice-president some member elected by the meeting, shall preside; and all questions before general meetings shall be decided by a majority of the votes of the members present:

• (d) the society shall annually at a general meeting (hereinafter called “the annual meeting”) choose out of their ordinary members a president, a vice-president, a treasurer, and 2 or more auditors:

• (e) the society shall also at the annual meeting choose out of their ordinary members a committee of management (hereinafter called “the committee”), who, together with the president, vice-president, and treasurer, shall manage and direct the ordinary business of the society in all matters in compliance with the constitution and bylaws of the society:

• (f) in all meetings of the committee one-third shall be a quorum; the president, vice-president, or in their absence, then some member of the committee selected by the other members present, shall be chairman of the meeting:

• (g) the chairman of all meetings of the committee and of all general meetings of the society as aforesaid shall have a deliberative vote and, in case of an equality, a casting vote:

• (h) all persons holding office in any society at the time of the incorporation thereof shall continue in office under the incorporated society until their successors are appointed under the provisions hereof:

• (i) the committee may appoint a secretary for conducting the general business of the society, and any other officers or servants it thinks fit, and shall fix the salaries or allowances to be paid to such secretary and other officers or servants:

• (j) the ordinary members of the society shall pay upon admission, and afterwards annually, towards the general fund of the society, such sum as the society from time to time fixes and declares by any bylaw, with power to the said members to redeem the annual contribution by a payment in 1 sum as the purchase of a life membership, at such rate as the society from time to time authorises:

• (k) all life members of a society at the time of its incorporation shall be life members of that society when incorporated:

• (l) honorary members shall not be subject to any annual contribution or other payment:

• (m) each ordinary member of the society shall pay his annual contribution for the preceding year at or before the annual meeting, or otherwise he shall have no vote:

• (n) the society, on the vote of not less than three-fourths of the members present at an ordinary general meeting or a special general meeting convened in the manner provided in paragraph (b)f, may expel any member for any cause which appears to that meeting to require that proceeding; and that person shall thereupon cease to be a member or to have any right or interest in the society or its concerns:

• (o) the annual payments by the ordinary members of the society, or sums paid in lieu thereof as contributions for life, shall be paid to the treasurer, or to any collector to be named by him, such collector being bound to find security for his fidelity to the satisfaction of the committee, and he shall receive such remuneration as the committee from time to time determines:

• (p) all sums received by the treasurer or collector shall be lodged with such bank as the committee appoints, and neither the treasurer nor the collector shall at any time retain in his hands any balance of the funds above 20 pounds:

• (q) the society at its general meetings may apply the revenues of the society for the purposes of the society, and put at the disposal of the committee annually certain sums, to be applied in such manner as appears to the committee most conducive to the interests of the society:

(2) In subsection (1)(r),—

• (a) non-GAAP standard has the same meaning as in section 5 of the Financial Reporting Act 2013:

• (b) specified not-for-profit entity has the meaning set out in section 46 of the Financial Reporting Act 2013:

• (c) generally accepted accounting practice has the same meaning as in section 8 of the Financial Reporting Act 2013.

The committee may cause actions to be instituted against members for recovery of arrears of their annual payments, and it shall not be a valid defence against such an action that the member has tendered his resignation as a member of the society.

(1) A society may be put into liquidation if the society, at a general meeting of its members, passes a resolution appointing a liquidator, and the resolution is confirmed at a subsequent general meeting called together for that purpose and held not earlier than 30 days after the date on which the resolution to be confirmed was passed.

(2) Subject to this Act and to any regulations made under this Act, the provisions of Parts 16 and 17 of the Companies Act 1993 shall apply to the liquidation, with such modifications as may be necessary, as if the society was a company that had been put into liquidation under section 241(2)(a) of that Act.

A society may be put into liquidation by the appointment by the High Court as liquidator of a named person or an Official Assignee for a named district, in the following circumstances, that is to say:

• (a) if the society suspends its operations for the space of 2 years or more; or

• (b) if the members of the society are reduced in number to less than 50; or

• (c) if the society is unable to pay its debts; or

• (d) if the society is no longer pursuing, either wholly or in part, any of the objects specified in section 10; or

• (e) if the High Court or a Judge thereof is of the opinion that it is just and equitable that the society should be put into liquidation.

(1) Any application to the High Court for the appointment of a liquidator of a society shall be made by the society, or by a member, or by a creditor, or by the Minister of Agriculture.

(2) Subject to this Act and to any regulations made under this Act, Parts 16 and 17 of the Companies Act 1993 shall apply, with such modifications as may be necessary,—

• (a) to the application for the appointment of a liquidator as if the application was an application under section 241(2)(c) of that Act; and

• (b) to the liquidation as if the liquidator had been appointed under section 241(2)(c) of that Act.

(1) If at any time the Governor-General is satisfied that a society is no longer carrying on its operations or has been incorporated by reason of a mistake of fact or law, he may, by Order in Council, declare the society to be dissolved as from a date to be specified in the order.

(2) If at any time the Governor-General is satisfied that a declaration of dissolution under this section was made in error and ought to be revoked, he may, by Order in Council, revoke the declaration, and the society shall thereupon be revived from the date of the dissolution thereof as if no such dissolution had taken place.

(1) On the liquidation of a society, or on its dissolution by the Governor-General, all surplus assets after the payment of all costs, debts, and liabilities shall, subject to any trust affecting them, be disposed of in the manner provided by the rules of the society.

(2) If the surplus assets are subject to any trust or if they cannot be disposed of in accordance with the rules of the society, they shall be disposed of as the High Court or a Judge thereof directs.

The Governor-General may from time to time, by Order in Council, make regulations for carrying into effect the objects of this Act so far as they relate to the winding up of societies.