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CO-OPERATIVES ACT 1992 - As at 3 March 2014 - Act 18 of 1992

- As at 3 March 2014 - Act 18 of 1992

Table of Provisions

PART 1 - PRELIMINARY

Division 1 - Introduction

  • 1 Name of Act
  • 2 Commencement
  • 3 Objects of this Act
  • 3A Application to co-operative housing societies and other bodies

Division 2 - Interpretation

  • 4 Division of functions under this Act
  • 5 Definitions
  • 5A Qualified privilege
  • 5B Exercise of Registrar's functions

Division 3 - The co-operative principles

Division 4 - Application of Corporations Act to co-operatives

  • 8 Definitions
  • 9 Excluded matter
  • 10 Applying the Corporations legislation to co-operatives
  • 11 Modifications to applied provisions
    • 12. (Repealed)

PART 2 - FORMATION

Division 1 - Types of co-operatives

Division 2 - Formation meeting

  • 16 Formation meeting

Division 3 - Approval of disclosure statement and rules

  • 17 Approval of disclosure statement
  • 18 Approval of rules

Division 4 - Registration of proposed co-operative

Division 5 - Registration of existing body corporate

  • 22 Existing body corporate can be registered
  • 23 Formation meeting
  • 24 Application for registration
  • 25 Requirements for registration
  • 26 Certificate of registration
  • 27 Effect of registration

Division 6 - Conversion of co-operative

Division 7 - Appeals

  • 28A Appeal against refusal to approve draft disclosure statement
  • 28B Appeal against refusal to approve draft rules
  • 28C Appeal against refusal to register
  • 28D Registrar to comply with Court order

Division 8 - General

PART 3 - LEGAL CAPACITY, POWERS ETC

Division 1 - General powers

  • 29 Effect of incorporation
  • 30 Power to form companies, enter into joint ventures etc

Division 2 - Doctrine of ultra vires abolished

Division 3 - Persons having dealings with co-operatives

  • 36 Assumptions entitled to be made
  • 37 Assumptions
  • 38 Person who knows or ought to know is not entitled to make assumptions
    • 39. (Repealed)
  • 40 Lodgment of documents etc not to constitute constructive notice
  • 41 Effect of fraud
    • Divisions 4, 5 - (Repealed) None

Division 6 - Authentication and execution of documents and confirmation of contracts

  • 45 Contractual formalities
  • 46 Execution under common seal
  • 47 Authentication need not be under seal
  • 48 Co-operative may authorise person to execute deeds
  • 48A Common seal
  • 49 Official seal
  • 50 Other requirements as to consent or sanction not affected
  • 51 Transitional

Division 7 - Pre-registration contracts

  • 52 Contracts before registration
  • 53 Person may be released from liability but is not entitled to indemnity
  • 54 Division replaces other rights and liabilities
    • 55-61. (Repealed)

PART 4 - MEMBERSHIP

Division 1 - General

  • 62 Becoming a member
  • 63 Membership may be joint
  • 64 Qualification for membership--likelihood of being active member
  • 65 Members under 18 years of age
  • 66 Members of associations
  • 67 Members of federations
  • 68 Representatives of bodies corporate
  • 69 Notification of shareholders and share holdings
  • 70 Circumstances in which membership ceases--all co-operatives
  • 71 Additional circumstances in which membership ceases--co-operatives with share capital
    • 72. (Repealed)
  • 73 Carrying on business with too few members

Division 2 - Rights and liabilities of members

  • 74 Rights of membership not exercisable until registered etc
  • 75 Liability of members to creditors
  • 76 Liability of members to co-operative
  • 76A Co-operative to provide information to person intending to become member
  • 77 Entry fees and regular subscriptions
  • 78 Members etc may be required to deal with co-operative
  • 79 Fines payable by members
  • 80 Charge and set-off of co-operative
  • 81 Repayment of shares on expulsion

Division 3 - Death of member

Division 4 - Disputes involving members

  • 89 Grievance procedure
  • 90 Application to Court
    • 91-95. (Repealed)

Division 5 - Oppressive conduct of affairs

  • 95A Extended meaning of "member"
  • 95B Application of Division
  • 96 Who may apply for court order
    • 97. (Repealed)
  • 98 Orders that Court may make
  • 99 Basis on which Court makes orders
  • 100 Winding up not to be ordered if oppressed members prejudiced
  • 101 Application of winding up provisions
  • 102 Changes to rules
  • 103 Copy of order to be lodged with Registrar
  • 104 Compliance with orders

Division 6 - Proceedings on behalf of co-operative by members and others

  • 105 Bringing, or intervening in, proceedings on behalf of co-operative
  • 105A Applying for and granting leave
  • 105B Substitution of another person for person granted leave
  • 105C Effect of ratification by members
  • 105D Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
  • 105E General powers of the Court
  • 105F Power of Court to make costs order

PART 5 - RULES

PART 6 - ACTIVE MEMBERSHIP REQUIREMENTS

Division 1 - Definitions etc

  • 115 Primary activity--meaning
  • 116 Active membership--explanation
  • 117 Active membership provisions and resolutions--explanation

Division 2 - Rules to contain active membership provisions

  • 118 Number of primary activities required
  • 119 Rules to contain active membership provisions
  • 120 Failure to have active membership provisions
  • 121 Factors and considerations for determining primary activities etc
  • 122 Regular subscription--active membership of non-trading co-operative
  • 123 Active membership provisions--trading co-operatives

Division 3 - Active membership resolutions

  • 124 Prior approval of active membership resolutions
  • 125 Appeal against refusal of approval
  • 126 Notice of meeting
  • 126A Eligibility to vote on active membership resolution
  • 126B Eligibility of directors to vote on proposal at board meeting
  • 126C Other entitlements of members not affected

Division 4 - Cancellation of membership etc of inactive members

  • 127 Cancellation of membership of inactive member
  • 128 Shares to be forfeited if membership cancelled
  • 129 Order of Council against cancellation
  • 130 Deferral of forfeiture by board
  • 131 Cancellation of membership prohibited in certain circumstances
  • 132 Notice of intention to cancel membership
  • 133 Failure to cancel membership--offence by director
  • 134 Repayment of amounts due in respect of cancelled membership
  • 135 Interest on deposits, debentures and CCUs
  • 136 Repayment of deposits, debentures and CCUs
  • 137 Register of cancelled memberships
    • 138. (Repealed)

Division 5 - Entitlements of former members

PART 7 - SHARES

Division 1 - Preliminary

Division 1A - Disclosure

  • 146A Disclosure to intending members in trading co-operative
  • 146B Content of disclosure statement to intending members
  • 146C Exemptions from disclosure requirements

Division 2 - Issue of shares

Division 3 - Beneficial and non-beneficial interests in shares

  • 157 Notice of non-beneficial ownership at time of transfer
  • 158 Notice of non-beneficial ownership not notified at time of transfer
  • 159 Registration as beneficial owner of shares notified as non-beneficially transferred
  • 160 Notification of change in nature of shareholding
  • 161 Presumption of awareness
  • 162 Presumption that shares held non-beneficially
  • 163 Noting of beneficial and non-beneficial interests in register of members
  • 164 Registration as trustee etc on death of owner of shares
  • 165 Registration as administrator of estate on incapacity of shareholder
  • 166 Registration as Official Trustee in Bankruptcy
  • 167 Liabilities of person registered as trustee or administrator
  • 168 Notification of trusts in register of members
  • 169 No notice of trust except as provided by this Division

Division 4 - Sale etc of shares

Division 5 - Repurchase etc of shares

PART 8 - VOTING

Division 1 - Voting entitlements

  • 175 Voting to which this Part applies
  • 176 Voting
  • 177 Rules of certain co-operatives formed to carry on club may restrict voting rights
  • 178 Effect of relevant share and voting interests on voting rights
  • 179 Voting by proxy
  • 180 Effect of unpaid borrowings
  • 181 Inactive members not entitled to vote
  • 181A Control of the right to vote
  • 182 Effect of sale etc of shares
  • 183 Restriction on voting entitlement under power of attorney
  • 183A Restriction on voting by representatives of bodies corporate
  • 184 Rights of representatives to vote etc
  • 185 Other entitlements etc of members unaffected by ineligibility to vote
  • 186 Vote of disentitled member to be disregarded

Division 2 - Resolutions

  • 187 Decisions of co-operative usually to be by ordinary resolution
  • 188 Ordinary resolutions
  • 189 Special resolutions
  • 190 How majority obtained is ascertained
  • 190A Disallowance by Registrar
  • 190B Effect of special resolution
  • 191 Declaration of passing of special resolution
  • 192 Lodgment of special resolution
  • 192A Decision of Registrar on application to register special resolution
  • 193 Postal ballots
  • 194 Special postal ballots
  • 194A When is a special postal ballot required?
  • 195 Holding of postal ballot on requisition
  • 195A Expenses involved in postal ballots on requisition
  • 196 Resolution by circulation of document--fewer than 50 members
  • 197 Circulation of members resolutions etc

Division 3 - Meetings

  • 198 Annual general meetings
  • 199 Special general meetings
  • 199A Notice of meetings
  • 199B Quorum at meetings
  • 200 No entitlement to be present at meetings where membership required to be cancelled
  • 201 Decision at meetings
  • 202 Convening of general meeting on requisition
  • 203 Minutes

PART 9 - MANAGEMENT AND ADMINISTRATION OF CO-OPERATIVES

Division 1 - The Board

Division 1A - Secretary of a co-operative

  • 219 Secretary

Division 2 - Duties and liabilities of directors, officers and employees

  • 220 Meaning of "officer"
  • 221 Officers must act honestly
  • 222 Standard of care and diligence required
  • 223 Improper use of information or position
  • 224 Court may order payment of compensation
  • 225 Recovery of damages by co-operative
  • 226 Other duties and liabilities not affected
    • 227. (Repealed)
  • 228 Indemnification of officers and auditors
  • 229 Application of Corporations Act provisions concerning officers of co-operatives

Division 3 - Restrictions on directors and officers

Division 4 - Directors' interests in contracts etc

  • 234 Declaration of interest
    • 235-237. (Repealed)
  • 238 Declarations to be recorded in minutes
  • 239 Division does not affect other laws or rules
    • 240. (Repealed)
  • 241 Certain interests need not be declared
    • 242. (Repealed)

Division 5 - Financial statements, reports and audits

Division 6 - Registers, records and returns

Division 7 - Name and registered office

  • 255 Name to include certain matter
  • 256 Approval for omission of "Limited"
  • 257 Use of abbreviations
  • 258 Name to appear on business documents etc
  • 259 Change of name of co-operative
  • 260 Restriction on use of word "co-operative" or similar words
  • 261 Registered office of co-operative

PART 10 - FUNDS, PROPERTY ETC

Division 1 - Power to raise money etc

Division 2 - Co-operative capital units (CCUs)

  • 269 General nature of CCU
  • 269A Priority of CCUs on winding up
  • 270 Division 1 applies to issue of CCUs
  • 271 CCUs can be issued to non-members
  • 272 Minimum requirements for rules concerning CCUs
  • 273 CCUs not to be issued unless terms of issue approved by Registrar
  • 274 Directors' duties concerning CCUs
  • 275 Redemption of CCUs
  • 276 Capital redemption reserve
  • 277 Issue of shares in substitution for redemption

Division 3 - Receivers and managers

278. (Repealed)
  • 279 Receivers and managers

Division 4 - Disposal of surplus from activities

Division 5 - Prudential standards etc

  • 284 Prudential standards may be prescribed
  • 285 Acquisition and disposal of assets

PART 11 - RESTRICTIONS ON THE ACQUISITION OF INTERESTS IN CO-OPERATIVES

Division 1 - Restrictions on share and voting interests

Division 2 - Restrictions on certain share offers

  • 299 Share offers to which Division applies
  • 300 Requirements to be satisfied before offer can be made
  • 301 Some offers totally prohibited if they discriminate
  • 302 Offers to be submitted to board first
    • 303, 304. (Repealed)
  • 305 Announcements of proposed takeovers concerning proposed company
  • 306 Additional disclosure requirements for offers involving conversion to company
  • 307 Consequences of prohibited offer
  • 308 Council may grant exemptions

PART 12 - MERGER, TRANSFER OF ENGAGEMENTS, WINDING UP ETC

Division 1 - Merger and transfer of engagements

  • 309 Application of Division
  • 310 Mergers and transfers of engagements of local co-operatives
  • 311 Requirements before application can be made
  • 311A Disclosure statement required
  • 311B Making an application
  • 311C Approval of merger
  • 312 Exemptions concerning mergers
  • 313 Approval of transfer of engagements
  • 314 Transfer of engagements by direction of Registrar
  • 315 Representations to Council on direction to transfer engagements

Division 3 - Transfer of incorporation

Division 4 - Winding up

  • 323 Methods of winding up
  • 324 Winding up on Registrar's certificate
  • 325 Application of Corporations Act to winding up
  • 326 Restrictions on voluntary winding up
  • 327 Commencement of members' voluntary winding up
  • 328 Distribution of surplus--non-trading co-operatives
  • 329 Liquidator--vacancy may be filled by Registrar
  • 330 Review of liquidator's remuneration
  • 331 Liability of member to contribute in a winding up where shares forfeited etc

Division 5 - Administration of co-operative--application of Corporations Act

  • 332 Adoption of Part 5.3A of Corporations Act
  • 332A Appointment of administrator by Registrar

Division 6 - Appointment of administrator

  • 333 Appointment of administrator of co-operative
  • 334 Effect of appointment of administrator
  • 335 Revocation of appointment
  • 336 Expenses of administration
  • 337 Liabilities arising from administration
  • 337A Additional powers of Registrar
  • 337B Stay of proceedings
  • 337C Administrator to report to Registrar
  • 338 Council may direct revocation of administrator's appointment

Division 7 - Effect of merger etc on property, liabilities etc

  • 339 How this Division applies to a merger
  • 340 How this Division applies to a transfer of engagements
  • 341 How this Division applies to a transfer of incorporation
  • 342 Effect of merger on property, liabilities etc

Division 8 - Miscellaneous

  • 343 Grounds for winding up, transfer of engagements, appointment of administrator
    • 343A. (Repealed)
  • 343B Application of Corporations Act concerning insolvent co-operatives

PART 13 - ARRANGEMENTS AND RECONSTRUCTIONS

Division 1 - General requirements

  • 344 Requirements for binding compromise or arrangement
  • 345 Court ordered meeting of creditors
  • 346 Registrar to be given notice and opportunity to make submissions
  • 347 Results of 2 or more meetings
  • 348 Persons disqualified from administering compromise etc
  • 349 Application of provisions of Corporations Act to person appointed
  • 350 Copy of order to be attached to rules
  • 351 Directors to arrange for reports
  • 352 Power of Court to restrain further proceedings
  • 353 Court need not approve compromise or arrangement takeovers

Division 2 - Explanatory statements

  • 354 Explanatory statement required to accompany notice of meeting etc
  • 355 Requirements for explanatory statement
  • 356 Contravention of Division--offence by co-operative
  • 357 Provisions for facilitating reconstructions and mergers

Division 3 - Acquisition of shares of dissenting shareholders

  • 358 Definitions
  • 359 Schemes and contracts to which Division applies
  • 360 Acquisition of shares pursuant to notice to dissenting shareholder
  • 361 Restrictions when excluded shares exceed 10%
  • 362 Remaining shareholders may require acquisition
  • 363 Transfer of shares pursuant to compulsory acquisition
  • 364 Disposal of consideration for shares compulsorily acquired

Division 4 - Miscellaneous

  • 365 Notification of appointment of scheme manager
  • 366 Power of Court to require reports
  • 367 Effect of out-of-jurisdiction compromise or arrangement
  • 368 Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
  • 369 Registrar may appear etc

PART 13A - FOREIGN CO-OPERATIVES

Division 1 - Introductory

Division 2 - Registration of foreign co-operatives

Division 3 - Mergers and transfers of engagements

  • 369O Who is the appropriate Registrar?
  • 369P Authority for merger or transfer of engagements
  • 369Q Requirements before application can be made
  • 369R Disclosure statement required
  • 369S Making an application
  • 369T Approval of merger
  • 369U Approval of transfer of engagements
  • 369V Effect of merger or transfer of engagements
  • 369W Division applies instead of certain other provisions of this Act

PART 14 - SUPERVISION AND PROTECTION OF CO-OPERATIVES

Division 1 - Supervision and inspection

Division 2 - Inquiries

  • 385 Definitions
  • 386 Appointment of investigators
  • 387 Powers of investigators
  • 388 Examination of involved person
  • 389 Privilege
  • 390 Offences by involved person
  • 391 Offences relating to documents
  • 392 Record of examination
  • 393 Report of investigator
  • 394 Proceedings following inquiry
  • 395 Admission of investigator's report as evidence
  • 396 Costs of inquiry

Division 3 - Prevention of fraud etc

  • 397 Falsification of records
  • 398 Fraud or misappropriation
  • 399 Offering or paying commission
  • 400 Accepting commission
  • 401 False statements in loan application etc

Division 4 - Miscellaneous powers of the Registrar

  • 402 Application for special meeting or inquiry
  • 403 Holding of special meeting
  • 404 Expenses of special meeting or inquiry
  • 405 Power to hold special inquiry into co-operative
  • 406 Special meeting following inquiry
  • 407 Information and evidence
  • 408 Extension or abridgment of time
  • 408A Power of Registrar to intervene in proceedings

PART 15 - ADMINISTRATION OF THIS ACT

Division 1 - The Registrar

Division 2 - The Council

Division 3 - Evidence

PART 16 - OFFENCES AND PROCEEDINGS

  • 429 Offences by officers of co-operatives
  • 430 Notice to be given of conviction for offence
  • 431 Secrecy
  • 432 False or misleading statements
  • 433 Further offence for continuing failure to do required act
  • 434 Civil remedies
  • 435 Proceedings for offences etc

PART 17 - GENERAL

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