New South Wales Consolidated Acts New South Wales Consolidated Acts(cf Vic Act s 4)
(1) In this Act:
"agreement" means an agreement, arrangement or understanding:(a) whether formal or informal or partly formal and partly informal,(b) whether written or oral or partly written and partly oral, and(c) whether or not having legal or equitable force and whether or not based on legal or equitable rights."alter", in relation to the rules of a co-operative, includes add to, substitute and rescind.
"associate" has the meaning given by Schedule 2.
"association" means an association registered under this Act.
"board" means the board of directors of a co-operative and includes a committee of management of a co-operative.
"CCU" means a co-operative capital unit, as provided for by Division 2 of Part 10.
"component co-operative" means a member of an association.
"co-operative" means a body registered under this Act as a co-operative and includes an association or federation.
"Corporations Act" means the Corporations Act 2001 of the Commonwealth.
"Council" means the Co-operatives Council constituted under this Act.
"Court" means the Supreme Court.
"debenture" means a document issued by a co-operative that evidences or acknowledges indebtedness of the co-operative in respect of money that is or may be deposited with or lent to the co-operative, whether constituting a charge on property of the co-operative or not, other than:(a) a cheque, order for the payment of money or bill of exchange, or(b) a promissory note having a face value of not less than $50,000, or(c) any other document of a class that is prescribed as exempt from this definition,and includes a unit of a debenture.
"deed of arrangement" means a deed of arrangement executed under Part 5.3A of the Corporations Act as applying under this Act or such a deed as varied and in force from time to time.
"deposit taking co-operative" means a co-operative which is permitted to under section 263A accept money on deposit.
"director", in relation to a co-operative, includes:(a) a person who occupies or acts in the position of a director or member of the board of the co-operative, whether or not the person is called a director and whether or not the person is validly appointed or duly authorised to act in the position, and(b) a person in accordance with whose directions or instructions the directors or members of the board of the co-operative are accustomed to act."federation" means a federation registered under this Act.
"financial records" includes:(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers, and(b) documents of prime entry, and(c) working papers and other documents needed to explain:"financial statements" means:(i) the methods by which financial statements are made up, and(ii) adjustments to be made in preparing financial statements.(a) a profit and loss statement, and(b) a balance sheet, and(c) a statement of cash flows, and(d) if required by the accounting standards under the Corporations Act applying under this Act-a consolidated profit and loss statement, balance sheet and statement of cash flows."foreign co-operative" means a body corporate that is registered, incorporated or formed under, or subject to, a law in force outside New South Wales (including outside Australia), that regulates co-operatives or organisations having attributes the same as or similar to co-operatives but does not include:(a) a body incorporated under the Corporations Act, or(b) a financial institution or foreign society registered under financial institutions legislation within the meaning of the Financial Institutions (NSW) Code ."holding co-operative", in relation to a subsidiary, means the co-operative of which the subsidiary is a subsidiary.
"inspector" means a person appointed as an inspector under section 372.
"model rules" means the model rules approved by the Registrar under Part 5.
"mortgage" includes lien, charge or other security over property.
"non-trading co-operative" means a non-trading co-operative that complies with section 15.
"officer", in relation to a co-operative, means:(a) a director, secretary or employee of the co-operative, or(b) a person who is concerned, or takes part, in the management of the co-operative, whether or not as a director, or(c) a receiver and manager, appointed under a power contained in an instrument, of property of the co-operative, or(d) an administrator of a deed of arrangement executed by the co-operative, or(e) a liquidator or provisional liquidator appointed in a voluntary winding up of the co-operative, or(f) an administrator of the co-operative appointed under Part 5.3A of the Corporations Act as applying under this Act or under Division 6 of Part 12 of this Act, or(g) a trustee or other person administering a compromise or arrangement made between the co-operative and another person or other persons."primary activity" is defined by section 115.
"principal executive officer", in relation to a co-operative or to a subsidiary of a co-operative, means the principal executive officer of the co-operative or subsidiary for the time being, by whatever name called, and whether or not that officer is a director or the secretary.
"records" includes books, financial records, financial statements, minutes, registers, deeds, writings, documents and other sources of information compiled, recorded or stored in written form or on microfilm, or by electronic process, or in any other manner or by any other means.
"Register" means the Register of Co-operatives established under Part 15.
"Registrar" -see section 5B.
"related" (in the context of related bodies corporate) has the meaning given by Schedule 2.
"relevant interest" has the meaning given by Schedule 2.
"rule" means registered rule of a co-operative for the time being in force.
"seal", in relation to a co-operative, means common seal or official seal.
"share" means share in the share capital of a co-operative.
"subordinated debt" has the meaning given by section 265.
"subsidiary" has the same meaning as in the Corporations Act.
"surplus", in relation to a co-operative, means the excess of income over expenditure after making proper allowance for taxation expense, depreciation in value of the property of the co-operative and for future contingencies.
"trading co-operative" means a trading co-operative that complies with section 14.
(2) Words and expressions that have a defined meaning in the Corporations Act have, when used in this Act in relation to a body corporate that is not a co-operative, the same meaning as in the Corporations Act.
(3) In this Act:(a) a reference to a function includes a reference to a power, authority and duty, and(b) a reference to the exercise of a function includes, in relation to a duty, a reference to the performance of the duty.
(4) Notes included in this Act do not form part of this Act.
(5) A reference in this Act to a provision of the Corporations Act that is applied by or under this Act (or a part of this Act) is a reference to that provision to the extent that it is declared to apply to a matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 as a law of this State.
Note: For the purposes of comparison, a number of provisions of this Act contain bracketed notes in headings, drawing attention (“cf”) to equivalent or comparable (though not necessarily identical) provisions of the Co-operatives Act 1996 of Victoria, abbreviated in the notes as “Vic Act”.