New South Wales Consolidated Acts

CO-OPERATIVES ACT 1992 - SECT 234

234 Declaration of interest

(cf Vic Act s 234)

(1) A director of a co-operative who is or becomes in any way (whether directly or indirectly) interested in a contract, or proposed contract with the co-operative must declare the nature and extent of the interest to the board of directors under this section.

Maximum penalty: 240 penalty units or imprisonment for 2 years, or both.

(2) In the case of a proposed contract, the declaration must be made:

(a) at the meeting of the board at which the question of entering into the contract is first considered, or

(b) if the director was not at that time interested in the proposed contract, at the next meeting of the board held after the director becomes interested in the proposed contract.

(3) If a director becomes interested in a contract with the co-operative after it is made, the declaration must be made at the next meeting of the board held after the director becomes interested in the contract.

(4) For the purposes of this section, a general written notice given to the board by a director to the effect that the director:

(a) is a member of a specified entity, and

(b) is to be regarded as interested in any contract which may, after the giving of the notice, be made with the entity,

is a sufficient declaration.

(5) A director of a co-operative who holds an office or has an interest in property whereby, whether directly or indirectly, duties or interests might be created that could conflict with the director’s duties or interests as director must, under subsection (6), declare at a meeting of the board of directors the fact and the nature, character and extent of the conflict.

Maximum penalty: 240 penalty units or imprisonment for 2 years, or both.

(6) A declaration required by subsection (5) in relation to holding an office or having an interest must be made by a person:

(a) if the person holds the office or has the interest when he or she becomes a director, at the first meeting of the board held after:

(i) the person becomes a director, or

(ii) the relevant facts as to holding the office or having the interest come to the person’s knowledge,

whichever is the later, or

(b) if the person starts to hold the office or acquires the interest after the person becomes a director, at the first meeting of the board held after the relevant facts as to holding the office or having the interest come to the person’s knowledge.

(7) If a director has made a declaration under this section, then unless the board otherwise determines, the director must not:

(a) be present during any deliberation of the board in relation to the matter, or

(b) take part in any decision of the board in relation to the matter.

(8) For the purposes of the making of a determination of the board under subsection (7) in relation to a director who has made a declaration under this section, the director must not:

(a) be present during any deliberation of the board for the purpose of making the determination, or

(b) take part in the making by the board of the determination.

(9) This section does not extend to or in respect of a vote relating to a transaction referred to in section 241.

(10) Any vote cast in contravention of this section is not to be counted.