Northern Territory Consolidated Acts

CO-OPERATIVES ACT

TABLE OF PROVISIONS

           Long Title

   PART 1--PRELIMINARY

           Division 1-- Introductory

   1.      Short title  
   2.      Commencement  
   3.      Objects  

           Division 2--Interpretation

   4.      Interpretation  
   5.      Qualified privilege  

           Division 3--Co-operative principles

   6.      Co-operative principles  
   7.      Interpretation to promote co-operative principles  

           Division 4--Application of Corporations Act 2001 to co-operatives

   8.      Definitions  
   9.      Exclusion of operation of Corporations Act 2001  
   10.     Application of excluded Corporations legislation provisions by the Regulations  
   11.     Modifications to applied provisions  

   PART 2--FORMATION

           Division 1--Types of Co-operatives

   13.     Types of co-operatives  
   14.     Trading co-operatives  
   15.     Non-trading 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

   19.     Application for registration of proposed co-operative  
   20.     Registration of co-operative  
   21.     Incorporation and certificate of registration  

           Division 5--Registration of an 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

   28.     Conversion of co-operative  

           Division 7--Appeals

   29.     Appeal against refusal to approve disclosure statement  
   30.     Appeal against refusal to approve draft rules  
   31.     Appeal against refusal to register  
   32.     Registrar to comply with Tribunal determination  

           Division 8--General

   33.     Stamp duty exemption for certain co-operatives  
   34.     Acceptance of money by proposed co-operative  
   35.     Issue of duplicate certificate  

   PART 3--LEGAL CAPACITY AND POWERS

           Division 1--General powers

   36.     Effect of incorporation  
   37.     Power to form companies and enter into joint ventures  

           Division 2--Doctrine of ultra vires abolished

   38.     Interpretation  
   39.     Doctrine of ultra vires abolished  
   40.     Legal capacity  
   41.     Restrictions on co-operatives in rules  
   42.     Results of contravention of restriction in rules  

           Division 3--Persons having dealings with co-operatives

   43.     Assumptions entitled to be made  
   44.     Assumptions  
   45.     Person who knows or ought to know is not entitled to make assumptions  
   46.     Lodgment of documents not to constitute constructive knowledge  
   47.     Effect of fraud  

           Division 4--Authentication and execution of documents and confirmation of contracts

   48.     Common seal  
   49.     Official seal  
   50.     Authentication need not be under seal  
   51.     Co-operative may authorise person to execute deed  
   52.     Execution under seal  
   53.     Contractual formalities  
   54.     Other requirements as to consent or sanction not affected  
   55.     Transitional  

           Division 5--Pre-registration contracts

   56.     Contracts before registration  
   57.     Person may be released from liability but is not entitled to indemnity  
   58.     This Division replaces other rights and liabilities  

   PART 4--MEMBERSHIP

           Division 1--General

   59.     Becoming a member  
   60.     Members of associations  
   61.     Members of federations  
   62.     Qualification for membership  
   63.     Membership may be joint  
   64.     Members under 18 years of age  
   65.     Representatives of bodies corporate  
   66.     Notification of shareholders and shareholdings  
   67.     Circumstances in which membership ceases – all co-operatives  
   68.     Additional circumstances in which membership ceases – co-operatives with share capital  
   69.     Carrying on business with too few members  

           Division 2--Rights and liabilities of members

   70.     Rights of membership not exercisable until registered, &c.  
   71.     Liability of members to co-operative  
   72.     Co-operative to provide information to person intending to become a member  
   73.     Entry fees and regular subscriptions  
   74.     Members, &c., may be required to deal with co-operative  
   75.     Fines payable by members  
   76.     Charge and set-off of co-operative  
   77.     Repayment of shares on expulsion  

           Division 3--Death of member

   78.     Meaning of interest  
   79.     Transfer of share or interest on death of member  
   80.     Transfer of small shareholdings and interests on death  
   81.     Value of shares and interests  
   82.     Co-operative protected  

           Division 4--Disputes involving members

   83.     Grievance procedure  
   84.     Application to Supreme Court  

           Division 5--Oppressive conduct of affairs

   85.     Interpretation  
   86.     Application of Division  
   87.     Who may apply for Court order  
   88.     Orders that Supreme Court may make  
   89.     Basis on which Supreme Court makes orders  
   90.     Winding up need not be ordered if oppressed members prejudiced  
   91.     Application of winding up provisions  
   92.     Changes to rules  
   93.     Copy of order to be lodged with Registrar  

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

   94.     Bringing, or intervening in, proceedings on behalf of co-operative  
   95.     Applying for and granting leave  
   96.     Substitution of another person for person granted leave  
   97.     Effect of ratification by members  
   98.     Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave  
   99.     General powers of Supreme Court  
   100.    Power of Supreme Court to make costs order  

   PART 5--RULES

   101.    Effect of rules  
   102.    Content of rules  
   103.    Purchase and inspection of copy of rules  
   104.    False copies of rules  
   105.    Model rules  
   106.    Rules can only be altered in accordance with this Act  
   107.    Approval of alteration of rules  
   108.    Alteration by special resolution  
   109.    Alteration by resolution of board  
   110.    Alteration does not take effect until registered  
   111.    Appeal against refusal to approve alteration  
   112.    Appeal against refusal to register alteration  
   113.    Registrar to comply with tribunal determination  

   PART 6--ACTIVE MEMBERSHIP

           Division 1--Definitions

   114.    Primary activity – meaning  
   115.    What is active membership  
   116.    What are active membership provisions and resolutions  

           Division 2--Rules to contain active membership provisions

   117.    Number of primary activities required  
   118.    Rules to contain active membership provisions  
   119.    Factors and considerations for determining primary activities, &c.  
   120.    Active membership provisions – trading co-operatives  
   121.    Regular subscription – active membership of non-trading co-operative  

           Division 3--Active membership resolutions

   122.    Notice of meeting  
   123.    Eligibility to vote on active membership resolution  
   124.    Eligibility of directors to vote on proposal at board meeting  
   125.    Other entitlements of members not affected  

           Division 4--Cancellation of membership of inactive members

   126.    Cancellation of membership of inactive member  
   127.    Share to be forfeited if membership cancelled  
   128.    Failure to cancel membership – offence by director  
   129.    Deferral of forfeiture by board  
   130.    Cancellation of membership prohibited in certain circumstances  
   131.    Notice of intention to cancel membership  
   132.    Order of Supreme Court against cancellation  
   133.    Repayment of amounts due in respect of cancelled membership  
   134.    Interest on deposits and debentures  
   135.    Repayment of deposits and debentures  
   136.    Register of cancelled memberships  

           Division 5--Entitlements of former members of trading co-operatives

   137.    Application of Division  
   138.    Former shareholders to be regarded as shareholders for certain purposes  
   139.    Entitlements of former shareholders on mergers, &c.  
   140.    Set-off of amounts repaid, &c., on forfeited shares  
   141.    Entitlement to distribution from reserves  
   142.    Registrar may exempt co-operatives from provisions  

   PART 7--SHARES

           Division 1--Nature of share

   143.    Nature of share in co-operative  

           Division 2--Disclosure

   144.    Disclosure to members  

           Division 3--Issue of shares

   145.    Shares – general  
   146.    Minimum paid up amount  
   147.    Shares not to be issued at discount  
   148.    Issue of shares at premium  
   149.    Joint ownership of shares  
   150.    Members may be required to take up additional shares  
   151.    Bonus share issues  
   152.    Restrictions on bonus shares  
   153.    Notice in respect of bonus shares  

           Division 4--Beneficial and non-beneficial interest in shares

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

           Division 5--Sale or transfer of shares

   167.    Sale or transfer of shares  
   168.    Transfer on death of member  
   169.    Restriction on total shareholding  
   170.    Transfer not effective until registered  

           Division 6--Repurchase of shares

   171.    Purchase and repayment of shares  
   172.    Deposit or debentures in lieu of payment when share repurchased  
   173.    Cancellation of shares  

   PART 8--VOTING

           Division 1--Voting entitlements

   174.    Application of Part  
   175.    Voting  
   176.    Voting by proxy  
   177.    Restriction on voting entitlement under power of attorney  
   178.    Restriction on voting by representatives of bodies corporate  
   179.    Inactive members not entitled to vote  
   180.    Control of right to vote  
   181.    Effect of relevant share and voting interests on voting rights  
   182.    Rights of representatives to vote  
   183.    Other rights and duties of members not affected by ineligibility to vote  
   184.    Vote of disentitled member to be disregarded  

           Division 2--Resolutions

   185.    Decisions to be by ordinary resolution  
   186.    Ordinary resolutions  
   187.    Special resolutions  
   188.    How majority obtained is ascertained  
   189.    Disallowance by Registrar  
   190.    Declaration of passing of special resolution  
   191.    Effect of special resolution  
   192.    Lodgment of special resolution  
   193.    Decision of Registrar on application to register special resolution  

           Division 3--Postal ballots

   194.    Postal ballots  
   195.    Special postal ballots  
   196.    When special postal ballot required  
   197.    Holding of postal ballot on requisition  
   198.    Expenses involved in postal ballots on requisition  

           Division 4--Meetings

   199.    Annual general meetings  
   200.    Special general meetings  
   201.    Notice of meetings  
   202.    Quorum at meetings  
   203.    Decision at meetings  
   204.    Convening of general meeting on requisition  
   205.    Minutes  

   PART 9--MANAGEMENT AND ADMINISTRATION OF CO-OPERATIVES

           Division 1--Board

   206.    Board of directors  
   207.    Election of directors  
   208.    Qualification of directors  
   209.    Disqualified persons  
   210.    Meeting of the board of directors  
   211.    Transaction of business outside meetings  
   212.    Deputy directors  
   213.    Delegation by board  
   214.    Removal from and vacation of office  

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

   215.    Meaning of officer  
   216.    Officers must act honestly  
   217.    Standard of care and diligence required  
   218.    Improper use of information or position  
   219.    Court may order payment of compensation  
   220.    Recovery of damages by co-operative  
   221.    Other duties and liabilities not affected  
   222.    Indemnification of officers and auditors  
   223.    Application of Corporations Act 2001 to officers of co-operatives  

           Division 3--Restrictions on directors and officers

   224.    Directors' remuneration  
   225.    Certain financial accommodation to officers prohibited  
   226.    Financial accommodation to directors and associates  
   227.    Restriction on directors of certain co-operatives selling land to co-operative  
   228.    Management contracts  

           Division 4--Declaration of interests

   229.    Declaration of interest  
   230.    Declarations to be recorded in minutes  
   231.    Division does not affect other laws or rules  
   232.    Certain interests need not be declared  

           Division 5--Financial statements and audit

   233.    Requirements for financial records, statements and reports  
   234.    Power of Registrar to grant exemptions  
   236.    Disclosure by directors  
   237.    Protection of auditors, &c.  
   238.    Financial year  

           Division 6--Registers, records and returns

   239.    Registers to be kept by co-operatives  
   240.    Location of registers  
   241.    Inspection of registers, &c.  
   242.    Use of information on registers  
   243.    Notice of appointment, &c., of directors and officers  
   244.    Annual report  
   245.    List of members to be furnished at request of Registrar  
   246.    Special return to be furnished at request of Registrar  

           Division 7--Name and registered office

   247.    Name to include certain matter  
   248.    Use of abbreviations  
   249.    Name to appear on business documents, &c.  
   250.    Change of name of co-operative  
   251.    Registered office of co-operative  

   PART 10--FUNDS AND PROPERTY

           Division 1--Power to raise money

   252.    Meaning of obtaining financial accommodation  
   253.    Fund raising to be in accordance with Act and Regulations  
   254.    Limits on deposit taking  
   255.    Members, &c., not required to see to application of money  
   256.    Registrar's directions regarding fund raising  
   257.    Subordinated debt  
   258.    Application of Corporations Act 2001 to debentures  
   259.    Disclosure statement  
   260.    Approval of board for transfer of debentures  
   261.    Application of Corporations Act 2001 to re-issue of redeemed debentures  
   262.    Compulsory loan by member to co-operative  
   263.    Interest payable on compulsory loan  
   265.    Receivers and other controllers of property of co-operatives  
   266.    Retention of surplus for benefit of co-operative  
   267.    Application for charitable purposes or members' purposes  
   268.    Distribution of surplus or reserves to members  
   269.    Application of surplus to other persons  
   270.    Acquisition and disposal of assets  

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

           Division 1--Restrictions on share and voting interests

   271.    Application of Part  
   272.    Notice required to be given of voting interest  
   273.    Notice required to be given of substantial share interest  
   274.    Requirements for notices  
   275.    Maximum permissible level of share interest  
   276.    Shares to be forfeited to remedy contravention  
   277.    Powers of board in response to suspected contravention  
   278.    Powers of Supreme Court with respect to contravention  
   279.    Co-operative to inform Registrar of interest over 20%  
   280.    Co-operative to keep register  
   281.    Unlisted companies to provide list of shareholders, &c.  
   282.    Excess share interest not to affect loan liability  
   283.    Extent of operation of Division  
   284.    Registrar may grant exemption from Division  

           Division 2--Restrictions on certain share offers

   285.    Share offers to which Division applies  
   286.    Requirements to be satisfied before offer can be made  
   287.    Some offers totally prohibited if they discriminate  
   288.    Offers to be submitted to board first  
   289.    Announcements of proposed takeovers concerning proposed company  
   290.    Additional disclosure requirements for offers involving conversion to company  
   291.    Consequences of prohibited offer  
   292.    Registrar may grant exemptions  

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

           Division 1--Mergers and transfers of engagements

   293.    Application of Division  
   294.    Mergers and transfers of engagements of local co-operatives  
   295.    Requirements before application can be made  
   296.    Disclosure statement required  
   297.    Making an application  
   298.    Approval of merger  
   299.    Approval of transfer of engagements  
   300.    Transfer of engagements by direction of Registrar  

           Division 2--Transfer of incorporation

   301.    Application for transfer  
   302.    Requirements before application can be made  
   303.    Meaning of new body and transfer  
   304.    New body ceases to be registered as co-operative  
   305.    Transfer not to impose greater liability, &c.  
   306.    Effect of new certificate of registration  
   307.    New body is continuation of co-operative  
   308.    Stamp duty  

           Division 3--Winding up

   309.    Methods of winding up  
   310.    Winding up on Registrar's certificate  
   311.    Application of Corporations Act 2001 to winding up  
   312.    Restrictions on voluntary winding up  
   313.    Commencement of members' voluntary winding up  
   314.    Distribution of surplus – non-trading co-operatives  
   315.    Liquidator – vacancy may be filled by Registrar  
   316.    Review of liquidator's remuneration  
   317.    Liability of member to contribute in winding up where shares forfeited, &c.  

           Division 4--Administration of co-operative application of Corporations Act 2001

   318.    Application of Part 5.3A of Corporations Act 2001  

           Division 5--Appointment of administrator

   319.    Appointment of administrator  
   320.    Effect of appointment of administrator  
   321.    Revocation of appointment  
   322.    Expenses of administration  
   323.    Liabilities arising from administration  
   324.    Additional powers of Registrar  
   325.    Stay of proceedings  
   326.    Administrator to report to Registrar  

           Division 6--Effect of merger, &c., on property, liabilities, &c.

   327.    How this Division applies to a merger  
   328.    How this Division applies to transfer of engagements  
   329.    How this Division applies to transfer of incorporation  
   330.    Effect of merger &c., on property, liabilities, &c.  

           Division 7--Miscellaneous

   331.    Grounds for winding up, transfer of engagements, appointment of administrator  
   333.    Application of Part 57B of Corporations Act 2001  

   PART 13--ARRANGEMENTS AND RECONSTRUCTIONS

           Division 1--General requirements

   334.    Requirements for binding compromise or arrangement  
   335.    Supreme Court ordered meeting of creditors  
   336.    Registrar to be given notice and opportunity to make submissions  
   337.    Results of 2 or more meetings  
   338.    Persons disqualified from administering compromise, &c.  
   339.    Adoption of provisions of Corporations Act 2001 and application to person appointed  
   340.    Copy of order to be attached to rules  
   341.    Directors to arrange for reports  
   342.    Power of Supreme Court to restrain further proceedings  
   343.    Supreme Court need not approve compromise or arrangement takeovers  

           Division 2--Explanatory statements

   344.    Explanatory statement required to accompany notice of meeting, &c.  
   345.    Requirements for explanatory statement  
   346.    Contravention of Division – offence by co-operative  
   347.    Provisions for facilitating reconstructions and mergers  

           Division 3--Acquisition of shares of dissenting shareholders

   348.    Definitions  
   349.    Schemes and contracts to which Division applies  
   350.    Acquisition of shares pursuant to notice to dissenting shareholder  
   351.    Restrictions when excluded shares exceed 10%  
   352.    Remaining shareholders may require acquisition  
   353.    Transfer of shares pursuant to compulsory acquisition  
   354.    Disposal of consideration for shares compulsorily acquired  

           Division 4--Miscellaneous

   355.    Notification of appointment of scheme manager  
   356.    Power of Supreme Court to require reports  
   357.    Effect of out-of-jurisdiction compromise or arrangement  
   358.    Jurisdiction to be exercised in harmony with Corporations Act 2001 jurisdiction  
   359.    Registrar may appear, &c.  

   PART 14--FOREIGN CO-OPERATIVES

           Division 1--Introductory

   360.    Definitions  
   361.    Co-operatives law  

           Division 2--Registration of foreign co-operatives

   362.    Operation of foreign co-operatives in Territory  
   363.    What constitutes carrying on business  
   364.    Application for registration of participating co-operative  
   365.    Application for registration of non-participating co-operative  
   366.    Registrar to approve rules of non-participating co-operative  
   367.    Name of foreign co-operative  
   368.    Registration of foreign co-operative  
   369.    Application of Act and Regulations to foreign co-operatives  
   370.    Registrar to be notified of certain changes  
   371.    Balance sheets  
   372.    Cessation of business  
   373.    Co-operative proposing to register as foreign co-operative  

           Division 3--Mergers and transfers of engagements

   374.    Who is appropriate Registrar  
   375.    Authority for merger or transfer of engagements  
   376.    Requirements before application can be made  
   377.    Disclosure statement required  
   378.    Making an application  
   379.    Approval of merger  
   380.    Approval of transfer of engagements  
   381.    Effect of merger or transfer of engagements  
   382.    Division applies instead of certain other provisions of this Act  

   PART 15--SUSPENSION AND PROTECTION OF CO-OPERATIVES

           Division 1--Supervision and inspection

   383.    Definitions  
   384.    Co-operative includes subsidiaries, foreign co-operatives and co-operative ventures  
   385.    Appointment of inspectors  
   386.    Registrar and investigators have functions of inspectors  
   387.    Inspector's identity card  
   388.    Inspectors may require certain persons to appear, answer questions and produce documents  
   389.    Inspectors' powers of entry  
   390.    Powers of inspectors on premises entered  
   391.    Functions of inspectors in relation to relevant documents  
   392.    Offence – failing to comply with requirements of inspector  
   393.    Protection from incrimination  
   394.    Search warrants  
   395.    Copies or extracts of records to be admitted in evidence  
   396.    Privilege  
   397.    Police aid for inspectors  

           Division 2--Inquiries

   398.    Definitions  
   399.    Appointment of investigators  
   400.    Powers of investigators  
   401.    Examination of involved person  
   402.    Privilege  
   403.    Offences by involved person  
   404.    Offences relating to documents  
   405.    Record of examination  
   406.    Report of investigator  
   407.    Proceedings following inquiry  
   408.    Admission of investigator's report as evidence  
   409.    Costs of inquiry  

           Division 3--Prevention of fraud, &c.

   410.    Falsification of records  
   411.    Fraud or misappropriation  
   412.    Offering or paying commission  
   413.    Accepting commission  
   414.    False statements in loan application, &c.  

           Division 4--Miscellaneous powers of Registrar

   415.    Application for special meeting or inquiry  
   416.    Holding of special meeting  
   417.    Expenses of special meeting or inquiry  
   418.    Power to hold special inquiry into co-operative  
   419.    Special meeting following inquiry  
   420.    Information and evidence  
   421.    Extension or abridgment of time  
   422.    Power of Registrar to intervene in proceedings  

   PART 16--ADMINISTRATION OF ACT

           Division 1--Registrar

   423.    Appointment of Registrar  
   424.    Registrar's functions  
   425.    Deputy Registrar and other staff  
   426.    Delegation by Registrar  
   427.    Register of Co-operatives  
   428.    Keeping of registers  
   429.    Disposal of records by Registrar  
   430.    Inspection of Register  
   431.    Approvals by Registrar  
   432.    Lodgment of documents  
   433.    Method of lodgment  
   434.    Power of Registrar to refuse to register or reject documents  

           Division 2--Evidence

   435.    Certificate of registration  
   436.    Certificate evidence  
   437.    Orders published in Gazette  
   438.    Records kept by co-operatives  
   439.    Minutes  
   440.    Official certificates  
   441.    Registrar and proceedings  
   442.    Rules  
   443.    Registers  

   PART 17--OFFENCES AND PROCEEDINGS

   444.    Regulatory offences  
   445.    Offences by officers of co-operatives  
   446.    Notice to be given of finding of guilt for offence  
   447.    Secrecy  
   448.    False or misleading statements  
   449.    Further offence for continuing failure to do required act  
   450.    Civil remedies  
   451.    Injunctions  
   452.    Proceedings for offences, &c.  

   PART 18--GENERAL

   453.    Exemption from stamp duty  
   454.    Co-operative ceasing to exist  
   455.    Service of documents on co-operative  
   456.    Service on member of co-operative  
   457.    Reciprocal arrangements  
   458.    Translations of documents  
   459.    Regulations  

   PART 19--REPEALS, SAVINGS AND TRANSITIONAL

   460.    Repeals  
   461.    Savings and transitional provisions  
           SCHEDULE 1
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           SCHEDULE 5
           SCHEDULE 6
           ENDNOTES