CATCHWORDS CONCILIATION AND ARBITRATION - AMALGAMATION OF REGISTERED ORGANIZATIONS - AUTHORITY TO SIGN SCHEME OF AMALGAMATION AND APPLICATION TO INDUSTRIAL REGISTRAR - PROVISION FOR DISPOSITION OF PROPERTY OF DE-REGISTERING ORGANIZATION ~ CONCILIATION AND ARBITRATION ACT 1904, PART VIIIA. ALTERATION OF RULES - GENERAL POWER TO ALTER RULES EXTENDS TO RULE PRESCRIBING PROCEDURE FOR DISSOLUTION OF ORGANIZATION. IN THE MATTER OF THE CONCILIATION AND ARBITRATION ACT 1904. FRANK MAGUIRE v. B.G. FREND, A.G. CHAPMAN, L.M. RIDD, B.F. REGAN, J.B. FAULKNER, F.C. MacKILLOP, K.M. SCHULZ, M.W. TAYLOR, H.G.S. TODD and UNITED FARMERS AND WOOLGROWERS INDUSTRIAL ASSOCIATION OF NEW SOUTH WALES No. 13 of 1977 BOWEN, C.J., J.B. SWEENEY & DEANE JJ. 28th October, 1977. IN THE FEDERAL COURT OF AUSTRALIA ) INDUSTRIAL DIVISION ) ) No. 13 of 1977 IN THE MATTER of THE CONCILIATION AND ARBITRATION ACT, 1904 BETWEEN: E CORAM: acct MK thister 1977 REASONS FOR FRANK ,MAGUIRE Claimant G.B. FREND, A.G. CHAPMAN, L.M. RIDD, B.F. REGAN, J.B. FAULKNER, F.C. MacKILLOP, kM, SHULZ, M.W. TAYLOR, H.G.S. TODD and UNITED FARMERS AND WOOLGROWERS INDUSTRIAL ASSOCIATION OF NEW SOUTH WALES Respondents BOWEN C.J., J.B. SWEENEY and DEANE JJ. JUDGMENT The claimant is a member of The United Farmers and Woolgrowers' Industrial Association ("the United Farmers' Association). which is an organization registered under the provisions of the Conciliation and Arbitration Act 1904 ("the Act"). The Graziers' Association of New South Wales ("the Graziers' Association") is also an organization registered 1. under the provisions of the Act. The objectives and activities of the two organizations, to some extent, overlap and a scheme for their amalgamation pursuant to the provisions of Part VIIIA of the Act has reached the stage where, subject to the matters involved in these proceedings, the Industrial Registrar is required to fix and notify in the Australian Government Gazette a day on which the planned-amalgamation is to take effect. The Scheme involves the continuation of the Graziers' Assoc1lation under a new name ("The Livestock and Grain Producers' (Industrial) Association of New South Wales") and the deregistration and dissolution of the United Farmers' Association. A company associated with the United Tarmers' Association (the United Farmers and Woolgrowers Association of New South Wales) is involved in the proposed amalgamation. That Company is not a registered organization under the Act and the procedural provisions of Part VIIIA of the Act are not applicable in respect of it or its members. The steps involved in an amalgamation pursuant to the provisions of Part VIIIA of the Act of two or more registered organizations are not uncomplicated and must, of their nature, invotve the passage of a considerable period of time between the initial proposal of an amalgamation and its final achievement. The most important of these steps are: (i) The Committee of Management of each existing organization concerned in the amalgamation passes a resolution proposing amalgamation of the organization with the other existing organization or organizations concerned in the proposed amalgamation (s.158D); 2. (ii) (iii) (iv) (v) The existing organizations submit to the Industrial Registrar a scheme in writing for the amalgamation (which must comply with certain requirements and be accompanied by certain material) and the application by each such organization for the approval of the Industrial Registrar to the amalgamation (s.158F). Regulation 146B (made under the Act) provides that the scheme in writing so submitted "shall be signed by two officers of each organization ... submitting the scheme, being officers authorized to sign the scheme"; The Industrial Registrar, if satisfied that the relevant steps to that stage have been complied with, causes the publication, in the Australian Government Gazette, of a notice of the application together with a copy of the scheme submitted to him. This notice which must be in accordance with a prescribed form, calls for the Lodging of objections to the proposed amalgamation with the Industrial Registrar (s.158G); The Industrial Registrar hears all "objections duly made to the amalgamation" (s.158H); After the time allowed for the making of objections (35 days from the date of notificat- ion in the Australian Government Gazette) and after hearing any objections duly made, the Industrial Registrar (in some cases after having allowed the making of alterations to 3. eee (vi) (vii) (viii) (ix) rules) decides whether to approve the sub- mission of the proposed amalgamation to ballot of members of the existing organizations (s.158I) ; If the Industrial Registrar approves the submission of the scheme of the proposed amalgamation to bailot ((v) -above) and subject to immaterial exceptions, a secret ballot of the members of each of the existing organizations concerned is organized by the Industrial Registrar. Involved in the ballot is the submission, to each member of the relevant organization, of a copy of the proposed scheme (s.158J); The necessary ballots are held (s.158L); If the amalgamation is to proceed, more than one half of the members of each organization in respect of which a ballot is necessary must vote and, in the case of each organizat- ion, more than one half of the members voting and recording formal votes must vote in favour of the proposed amalgamation (s.158N); In the event that any irregularities are alleged "in or in connection with" a ballot, this Court has jurisdiction to conduct an inquiry either before or subsequent to com- pletion of the ballot and "if it finds that there has been an irregularity that may have affected, or may affect, the result of the ballot", order, in the case of an uncompleted ballot, that any steps in or in connection 4. (x) (xi) with the ballot be taken again or, in the case of a completed ballot, that a fresh ballot be conducted (s.158P); After the expiry of 30 days after declaration of the results of the ballot and disposal of any application to this Court under s.158pP (see (ix) supra), the Industrial Registrar declares, if it be the case, that the amalgamation has been approved and, subject to certain specified conditions precedent, "Shall, after consultation with the organizat-— ions concerned, forthwith fix, and notify in the gazette, a day, not being less than two months after the date of notification, as the day on which the amalgamation is to take effect". For the purposes of these proceedings, the only relevant condition precedent is that contained in s. 1580(2) (c), namely, that the Industrial Registrar is satisfied as to the arrangements made for property of the de-registering organization (i.e. the United Farmers' Association) to become the property of, and for liabilities of the de-registering organization to be satisfied by, the amalgamated organization (i.e. theG@aziers' Association under its new name of The Livestock and Grain Producers' (Industrial) Association of New South Wales) (s.1580(1) and (2)); On the day so fixed, the amalgamation becomes effective. In particular, the Industrial Registrar shall de-~register any de-registering 5; organization and the persons who, immediately before the day so fixed, were members of a de-registering organization become, by force of the Act and without payment of any entrance fee, members of the amalgamated organization. _ As has been said, the proposed amalgamation has reached the stage where, subject to the matters raised in these proceedings, the Industrial Registrar must fix and notify in the Gazette, the date upon which the amalgamation is to take effect. It is not disputed that the proposed amalgam- ation was submitted to a ballot of the members of each organ- ization conducted by an Australian Electoral Officer pursuant to arrangements made by the Industrial Registrar. It is not disputed that, 1n the case of each organization, more than two-thirds of the members entitled to vote in the ballot actually voted. It is not disputed that, in the case of each organization, the overwhelming majority of those voting (in excess Of 90%) cast their votes in favour of the proposed amalgamation. No application has been made to this Court, pursuant to the provisions of s.158P of the Act, alleging any irregularity in or in connection with either of the ballots. The Claimant has, at all relevant times, been a Vice President of the United Farmers' Association. He has opposed the amalgamation, upon the terms proposed, of the two organizations both at General Meetings and Executive Committee Meetings of the Association. He has been unsuccessful in persuading his fellow members of the Executive Committee and his fellow members of the United Farmers' Association to join him in his opposition to the amalgamation. He now seeks from 6. this Court directions, pursuant to s. 141 of the Act, for performance and observance of Rules of the United Farmers' Association ("the Rules") which he claims have been or will be broken in the course of the proposed amalgamation. The respondents against whom those directions are sought are the members of the Executive Committee of that organization. The directions sought are: i That the respondents (other than The United Farmers and Woolgrowers' Industrtal Assoctatton of New South Wales) and each of them be directed to treat the Joint Submission to the Industrial Regtstrar by the Grazters'' Assoctatton of New South Wales and the United Farmers and Woot- growers' Industrial Association of New South Vales as having been submitted without the authority of the United Farmers and Woolgrowers' Industriat Association of New South Wales. That the respondents (other than The United Farmers and Woolgrowers' Industrial Assoctattion of New South Wales) and each of them be directed to treat the alterations to rules 5 and 38 of the rules of the United Farmers and Woolgrowers' Industrial Assoctation of New South Wates purported to have been made on 4 May 1977 as having been carried wtthout authority from the rutes of the United Farmers and Woolgrowers' Industrial Association of New South Wales. That the respondents (other than The Untted Farmers and Wootgrowers' Industrial Assoetation of New South Wales) and each of them be directed to vefrain from transferring the property and funds of the United Farmers and Woolgrowers' Industrial Association of Mew South Wales to the Grasters' Assoctation of New South Wales without first obtaining authority to do so pursuant to the rules of the Untted Farmers and Woolgrowers' Industrial Association of New South Wales namely by a resolution dissolving the United Farmers and Woolgrowers' Industrial Assoctation of New South Wales and dtreeting that the property and funds be so transferred passed by four fifths of the financial members of the United Farmers and Woolgrowers' Industrial Association of New South Wales." If, and to the extent that, any of the directions sought is beyond the provisions of s.141 of the Act, the Claimant asks the Court to grant declaratory relief pursuant to s.171C(1l) of the Act in respect of the alleged invalidity of certain 7. purported actions of members of the Executive Committee (as regards direction 1. supra), of two purported resolutions of a special General Meeting of Members (as regards direction ' 2. supra) and of certain planned action of the Executive Committee (as regards direction 3. supra). It is clear that the proceedings are aimed at preventing or obstructing the amalgamation of the two organizations upon the terms proposed. The Claimant's case, upon analysis, can be conveniently considered under three separate headings. These are: (z) The purported signing of the written scheme ' and applieation submitted to the Industrtal Registrar (see step (11) supra) was in breach i of the Rules and the submission itself con- stituted a non-observance of the Rules since netther scheme nor submisston had been approved by the Executtve Committee (direction lL, supra); (it) The purported provistons of the rules of the United Farmers' Association (Rule 38) providing for the dissolution of that organization upon the amalgamation becoming effective are null and void (direction 2, supra); and (tii) Wo proper provtston has been made for the disposition of the property of the United Farmers' Assoctatton and no such provision can properly be made by the Executive Oommittee of the United Farmers' Assoctatton (direction 3, supra). We shall deal with the Claimant's case under these three headings. (i) Phe purported signing of the written scheme and application submitted to the Industrial Registrar ' (see step (ii) supra) was in breach of the Rules and the submission itself constituted a non- - observance of the Rules since neither scheme nor submisston had been approved by the Executive Committee. In March, 1976, a detailed explanation and summary of the proposed amalgamation between the two organizations 8. was printed and distributed to the members of the United Farmers' Association as a supplement to the "United Farmer" which is sent to each member. It is obvious that, by that time, the details of the proposed amalgamation had been settled in principle. At a meeting of the Executive Committee of the United Farmers' Association held on the 20th May, 1976 it was resolved that the following three motions be included in the Agenda for the Annual Conference of the United Farmers' Association: "L. That the Association supports and endorses the proposed amalgamation of United Farmers & Woot- growers' Assoetation of W.S5.W., United Farmers & Woolgrowers' Industrial Assoetatton, and Grazters! Assoetation of N.S.W. 2. Phat the Executive Committee of the Association take all necessary actton in accordance with the Conetitation and Arbitratton Act to achieve sub- misston of the question of amalgamation of the UFWIA and Grazters' Association of 0.S.W. to a referendum as detatled in Seettons 3 and 5 of the Report of the Vorking Group on Amalgamatton (printed as a supplement to "United Farmer" Newspaper, 17th March, 2976). 3. That the referendum be conditional upon the UFWA of N.S.W. completing the necessary requirements of the W.S.W. Companies Act for amatgamation and atso taking any other actton necessary to facilitate submtsston of the matter to referendum in accordance with the requirements of the Conciliation and Arbitration Act". The Report referred to in the second of the motions is the detailed explanation and summary of the proposed scheme to which reference has already been made. On the 2lst July, 1976, the Annual General Meeting of the United Farmers' Association carried resolutions in the terms of each of those three motions. Re eh ee 9. On the 22nd July, 1976 a special meeting of the Executive Committee of the United Farmers' Association was held on the stage of the auditorium in the Teachers' Federation Building at 300 Sussex Street, Sydney. On that day, the "Annual Convention" of the United Farmers' Association and its associated company was being held in that auditorium. The meeting of the Executive Committee took place, during the luncheon adjournment of that "Annual Convention". Seven members of the Executive Committee, including the Chairman (Mr. Frend), the General Secretary (Mr. Regan) and the Claimant were present at this meeting. present. us. The Minutes Secretary (Mr. Manning) was also The Minutes of the Meeting are in evidence before Ignoring formal parts, they read as follows: "GENERAL BUSINESS: (i) Section 158D of Conetliation and Arbitration Aet Me. Regan read a letter from the Chtef Executive Offtcer of the Grasters' Association of NSW calling for addttionalt formal resotut- tons to be adopted by the Industrial Assoctation Executive as soon as posstbtle after the General Meeting. This would elarify the pro- eedure for amalgamation as required by the Act. MOVED: Mr. Maguire SECONDED: Mr. Chapman "PHAT the Executive Committee of the United Farmers and Woolgrowers' Industrial Association of New South Wales hereby propose the amalgamation of the United Farmers and Wool- growers! Industrial Association with the Grazters' Association of New South Vates". CARRIED MOVED: Mr, Maguire SECONDED: Mr. MaecKitlop "THAT the Executtve Committee of the United Farmers and Wooltgrowers' Industrial Assoctation of New South Wales resolve that the executton of all documents in velation to, or for the purpose of, the satd amalgamation be made by any member of the Executive Committee and the General Secretary or any two members of the Executive Committee without the General Secretary". Lo. CARRIED Lhere being no further husiness, the meeting coneluded at 4.05 p.m." It is common ground between the parties that at the Executive Committee Meeting Mr. Regan did, in fact, read the letter from the Chief Executive Officer of the Graziers' Association to which reference is made in the Minutes. That letter has been placed before us. Examination of it discloses that it requested the passage of the two resolutions which the Minutes record as having been passed subject only to the qualification that the United Farmers' Association was incorrectly described in the resolutions set out in the letter as the "United Farmers' & Woolgrowers' Industrial Association of New South Wales". Mr. Regan gave evidence that he indicated, when reading the letter, that the words "of New South Wales" should be deleted from each resolution. The Chairman (Mr. Frend), the General Secretary (Mr. Regan), two other members of the Executive Committee (Mr. Chapman and Mr. Mackillop) and the Minutes Secretary (Mr. Manning) all gave evidence before us to the effect that the resolutions which the Minutes of the meeting show as having been carried were in fact carried. Their recollection of what was said at the meeting was, not surprisingly, in some cases vague. All gave evidence however that the resolutions which the meeting had been requested to pass were in fact passed. Without exception, all impressed us as witnesses of truth. We were particularly impressed by the evidence of Mr. Manning who was patently a meticulously honest witness. Mr. Manning was responsible for taking the Minutes of the meeting. He did not trouble to record the detailed text of the two resolut~ ions which were passed for the reason that, subject to the 11. minor alteration of deleting the words "of New South Wales", the text of each resolution which was passed was to be found in the letter of the Chief Executive Officer of the Graziers' Association to which reference is made in the Minutes. It would seem that the Claimant's recollection of what occurred at this meeting of the Executive Committee of the United Farmers' Association initially coincided with the recollection of the others of those present who gave evidence and with what Mr. Manning subsequently recorded in the Minutes. At the Annual Meeting of the Industrial Association which was held on the 20th July, 1977, that 1s almost a year after the meeting of the Executive Committee of 22nd July, 1976, the Claimant referred to what had happened at that meeting of the Executive Committee. A transcript of his remarks is in evidence before us. That transcript, which is admitted by the Claimant to be accurate, records the Claimant as having said: "But the eructal thing ts this, that resolution, those two resoluttons which I sponsored in a Lunech- hour meeting of LO minutes here last year, as the opening paragraph says, Ur. Regan read a letter from the Chief Executive Officer of the Graziers' Assoctation suggesting the need for these two formal motions. There was a need, we passed them". (underlining added). The Claimant's evidence before us was that the second of the resolutions which was sought in the letter from the Chief Executive Officer of the Grazier's Association was not, in fact, passed at the meeting of the Executive Committee held on the 22nd July, 1976. His account of what took place was that the letter was read, the first resolution set out in the letter was moved and passed and that the second 12. resolution set out in the letter was never proposed but that, without comment, a different resolution was proposed by him, seconded and, without discussion, passed by the meeting. The terms of the resolution which the Claimant claims was passed by the meeting (instead of the second resolution which the Minutes record as having been passed) was as follows: c "That the executive authorise two people, being the general secretary and one other, or alternatively, any two members of the executive to confer with the Grazters Associatton of New South Wales for the purpose of drafting the rules for the amalgamation of the association and the graziers assoctation". The Claimant's account of what occurred at the Executive Committee Meeting of 22nd July, 1976 was unconvincing at the time he gave it. In the light of the evidence of the other five witnesses who were present at the meeting and whose evidence we accept and in the context of the contents of the Minutes which were subsequently confirmed and the Claimant's own account to the Annual Meeting of the Farmers' Association of 20th July, 1977 of what had occurred, we have no hesitation in rejecting the Claimant's evidence that a different resolut- ion to the second resolution recorded in the Minutes was passed at the Executive Committee Meeting held on 22nd July, 1976. We fand that the Minutes accurately record the two resolutions which were passed at that meeting. The joint submission of the proposed scheme of amalgamation and the application were made to the Industrial Registrar in October, 1976. As required by s.158F of the Act, it was in writing. It was signed by Mr. Regan who was General Secretary and by a Mr. Taylor who was a member of the Executive Committee. It is submitted, on behalf of the Claimant, that the joint submission so lodged did not comply with the require- 13. ments of the Act for the reason that neither the scheme nor the submission of 1t or of the application to the Industrial Registrar had been authorized by any meeting of the Bxecutive Committee and for the further reason that it was not signed an accordance with the requirements of the Rules of the organization. It has already been mentioned that the terms of the proposed amalgamaticn had been settled in principle by March, 1976. That proposed amalgamation was endorsed by the Annual Meeting of the United Farmers' Association on 21st July, 1976. The endorsement was fortified by the resolution that the Executive Committee take all necessary action in accordance with the Act to achieve submission of the proposed amalgamation to a ballot of members. At its meeting of 22nd July, 1976 the Executive Committee, as has been seen, resolved to "hereby propose" the amalgamation. That resolution complied with the requirements of s.158D of the Act. The "proposing" clearly envisaged the lodging of the necessary submission with the Industrial Registrar. Obviously some details would need to be settleo and formal] documents prepared and executed. The second resolution ,passed at this Executive Committee meeting was plainly intended to authorise the preparation and execution of all documents necessary to procure the amalgamation. In the view we take of them, the resolutions passed by the Executive Committee accorded with the decision and directions of the Annual General Meeting and authorised the preparation on behalf of the United Farmers' Association, of the written joint submission and its lodgment with the Industrial Registrar. It was submitted, on behalf of the Claimant, that the purported signing of the joint submission on behalf of 14. the United Farmers' Association was ineffective by reason of a failure to comply with the requirements of Rule 34 of the rules of that organization. Rule 34 is, and at all material times, has been in the following form: "34. AGREEMENTS Any industrial Agreement or any other document to be entered into on behalf of the Assoctatton and/or its members or any of them shall be executed for and on behalf of the Association by the President and by the General Secretary thereof for the time being; or such other persons authorised to act in thetr absence by the Executive". It was submitted, on behalf of the respondents, that the words "or any other document" in Rule 34 must, in their context, be read ejusdem generis with "industrial Agreement". It is, it was argued, clear that the words do not mean all other documents whatsoever since Rule 33, for example, contains express and different provisions for the signing of cheques and bills of exchange. The words "to be entered into" in Rule 34 and, to the extent that it is relevant, the heading "Agreements" support, so the argument went, such a reading down of the very general words. Regardless of whether the ejusdem generts rule itself can properly be said to be applicable where oply one specific class is nominated (see Allen v. Emmerson L.R. (1944) 1 K.B. 362 at 367), there is obviously much force in the argument that the context requires that the words "or any other document" be read down in some such way. It is not, however, necessary for us to decide this question for the purposes of these proceedings. The provisions of Rule 34 only apply in respect of an industrial Agreement or other document which "is to be entered into on behalf of the Association and/or its members 15. or any of them". Under the Act, the Executive Committee was required "to propose" the amalgamation (see step (1) supra). This it did by the first resolution passed at the meeting of 22nd July, 1976. Thereafter, it was not for the Executive Committee nor any of its members to "enter into" the scheme of amalgamation. That was a matter for decision by the general body of members of the organization in the ballot which was to be conducted (see steps (vi), (vii) and (viii) supra). The joint submission to the Industrial Registrar, by the United Farmers' Association and the Graziers' Association, of the written scheme for the amalgamation with the accompanying notice that the two organizations applied for the approval of the Industrial Registrar under s.158J of the Act were procedural steps required by the Act before the Industrial Registrar could approve the submission of the proposed amalgamation to ballots in accordance with Part VIIIA. Regulations 146B and 146C required that both the written scheme and the application be signed by two officers of each organization. The signing of the written submission of the scheme and of the accompany- ing notice of application by Mr. Regan and Mr. Taylor was not an execution on behalf of the Association of an industrial Agreement or any other document "to be entered into on behalf of the Association and/or its members or any of them" within the provisions of Rule 34 but was an authentication of the documents in the manner required by the Regulations. Their signing of those documents was within the scope of the authorization given by the Executive Committee by the second resolution passed at the meeting of 22nd July, 1976 and in no way contravened the provisions of Rule 34. 16. It follows that the general provisions of the ' proposed scheme were approved by both Executive Committee and General Meeting of the United Farmers' Association and that the preparation of the scheme in writing which was prepared, its execution by the persons who executed it and its submission properly to the Industrial Registrar were all/authorised by the Executive ' Committee. The Claimant must fail in this part of his case. (it) Phe purported provistons of the rules of the United Farmers' Assoetatton (Rule 38) providing for _the dissolutton ef that organtzattion upon the amalgamnattcen becoming effeettve are null and votd. Rule 37 of the Rules of the United Farmers' Associat- ion has, at all relevant times, provided as follows: "The rules of the Assoetation tn force from time to time or any of them may be added to attered amended or rescinded by a two-thirds majority of such of the finanetal members as are present and vote at a Special General Meeting called for that purpose or (inter alia) for that purpose. This shall not apply to alterations required to meet statutory requirements which may be in- corporated by decision of Executive". Up until 4th May, 1977, Rule 38 of the rules of the United Farmers' Association provided: "For the dissolution of the Association the affirmat- tve vote of four-fifths of the financial members shall be requistte, such vote to be passed at a Special General Meeting called for that purpose or should the number of such members at any ttme fall below ten, the Association shall then be defunet". At a Special General Meeting of the United Farmers' , Association held on 4th May, 1977, the following resolutions were purportedly passed: 17. i "THAT Rule 5 of the Constitution and Rules of United Farmers and Wootgrowers' Industrial Association be amended by deleting therefrom the last sentence reading 'If upon winding up ov dissolution of the Assoctation, there be any surplus after the satis- faction of tts debts and tiabilities, the same shall be distributed amongst the hospitals of the State of New South Wales as the Chtef Justice thereof for the time being shall dtrect'. THAT Rute 38 of the Constitution and Rules of the United Farmers and Woolgrowers' Industrial Associat- ton be deleted and that the following rule be substituted therefor:- 38. If the Assoctation shalt amalgamate with the Grazters' Assoetation of New South Wales the name of which ts to be changed to 'The Livestock and Gratin Producers' Industrial Association of New South Wales' on the amalgamation coming tnto force in accordance with and pursuant to a Scheme for Amatgamation dated October 27, £976, jointly submitted by the Assoctatton and the Grazters' Assocation of New South Wales to the Industrial Regtstrar under the Coneil- . tation and Arbitration Act, 1904-14976 and shall ' be deregistered pursuant to the said Scheme and Aet then thereupon the Association shail be dtssolved and defunet. SUBJECT AS afovre- said for the dissolution of the Assoctattion the affirmative vote of four-fifths of the finanetal members shatl be requisite, such vote to be passed at a Special General Meeting eatled for that purpose or should the number of such members at any time fall betow ten, the Association shall then be defunet and dissolved". It has not been submitted, on behalf of the Claimant, that these purported resolutions were not passed "by a two-thirds F majority of such of the financial members as" were present ' and voted "at a Special General Meeting called for that purpose or (inter alia) for that purpose" as required by Rule 37. Indeed, the evidence is that the first of them was carried unanimously and the second with only one dissent- ient. The Claimant contends that the second of the purported resolutions was invalid for the reason that the proposed resolution was, upon analysis, a resolution "for the dissolut- ion of the association" which could only be validly passed if the requirements of Rule 38 ("the affirmative vote of four- 18. fifths of the financial members") were satisfied and that the first resolution was invalid by reason of some process of association with the inval1d second resolution. Alternatively, it is submitted, on behalf of the Claimant, that the provisions of Rule 37 do not authorise any alteration, amendment or rescission to the terms of Rule 38. An analysis of the terms of the purported second resolution discloses that it involved two steps. The first step was the deletion of the then existing Rule 28. The second step was the substitution of the new Rule 38. I£ Rule 37 does authorise an alteration, amendment or rescission te Rule 38, 1t is apparent that the first step did not, on any approach, involve a resolution "for the dissolution of the association" for which the provisions of Article 38 required the affirmative vote of four-fifths of the financial members. Upon analysis, the adoption of the new Rule 38 occurred ina context where the provisions of the old Rule 38 were no longer operative. In any event, we are of the view that the purported resolution must properly be categorized as a resolution alter- ing the rules of the Association and was not a resolution "for the dissolution of the Association" within the terms of the old Rule 38. It follows that if the provisions of Rule 37 are applicable in respect of a resolution altering, amending or rescinding the terms of Rule 38 the purported resolution was valid and effective. 19. We see considerable persuasive force in the argument advanced, on behalf of the Claimant, that the provisions of Rule 37 do not authorise the alteration, amendment or rescission of Rule 38. As was pointed out in argument, if Rule 37 applies, without restriction, to Rule 38, the safe- guard embodied in Rule 38 becomes completely ineffective in that, by adopting the procedure of amending the rules, two- thirds of the financial members actually present at a meeting can procure the dissolution of the Association instead of four-fifths of all the financial members for which Rule 38 Makes specific provisicn. Notwithstanding the persuasive force of this argument, we are unable to accept it. Rule 37 expressly provides that "the Rules of the Association in force from time to time or any of them" (italics added) may be altered in the manner specified in the rule. We can see nothing in the provisions of Rule 37 or the provisions of any other rule which would justify a qualification of these clear and unambiguous words. It follows, in our view, that the resolution deleting the old Rule 38 and substituting the new Rule 38 was valid and effective. It likewise follows that the resolution amend~ ing Rule 5 was also valid and effective. (ttt) Wo proper proviston has been made for the dtspositton of the property of the United Farmers' Assoctatton and no such provision ean propertly be made by the Exeeuttve Committee - of the United Farmers' Assoctiatton. Clause 12(a) of the proposed scheme of amalgamation provides: 20. "Upon eancellation of the registration of the de- registering organization the U.F.W.I.A. wtltl dis- solve ttself whereupon all tts property and funds will be transferred to the amalgamated organisatton whteh will satisfy all liabilities, debts and obligations of U.F.W.I.A.". There 1S no vesting or other provision in the Act or Regulations which would automatically achieve the result envisaged in that clause by transferring both legal and equitable title to all assets of the United Farmers' Association to the continuing organization upon the dissolution of the former organization. Pursuant to the provisions of the new Rule 38 of the United Farmers' Association, that organization will be dissolved upon the proposed amalgamation becoming effective. There is nothing in the present Rules of that organization providing for distribution of, or entitlement to, the assets of the organization upon dissolution. In the absence of any such provision and of any adverse claim, such assets would ordinarily be distributed among the members at the time of dissolution. As at present advised, we are of the view that the overall effect of the provisions of Clause 12(a) of the scheme of amalgamation in the context where the United Farmers' Association has, by ballot of its members, given the statutory agreement necessary to 1ts participation in the scheme, would be that, upon the amalgamation becoming effective and the organ- ization being dissolved, the beneficial interest in the assets of the dissolved organization would automatically pass to the continuing organization. That question is however academic in these proceedings for the reason that s.158Q(2)} (c) expressly provides that the Industrial Registrar shall not fix the day on which the amalgamation is to take effect until 21. he "is satisfied as to the arrangements made for property of the de-registering organization or organizations to become the property of ... the amalgamated organization". It is the Industrial Registrar - and not this Court - who must be satisfied as to such arrangements. The Industrial Registrar is not a party to these proceedings. There is no evidence before us as to his attitude or as to what réquirements he might impose before being satisfied of the matters referred to in s.1580Q(2) (c). indeed, as the Claimant's case was finally put, the complaint was not so much that the Executive Committee (or, if necessary, a Special General Meeting) of the United Farmers' Association would not take steps to ensure that such appropriate arrangements were made but that neither Executive Committee nor Special General Meeting had power to take such steps without a resolution being passed by four-fifths of all the financial members of the Association in pursuance of Rule 38 (see direction 3, supra). Once the conclusion is reached that Rule 37 authorises alteration to any "of the Rules including Rule 38 and Rule 5, it is apparent that the broad submission made on behalf of the Claimant cannot be sustained. A Special General Meeting of the United Farmers' Association could, in accordance with the provisions of Rule 37, amend either Rule 5 or Rule 38 to provide that, upon dissolution, all the assets of the organ- ization will pass to the continuing organization. In ordinary circumstances, the Executive Committee of an organization would not possess power effectively to 22.