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
   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
   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
           Division 2 Charges
   264.    Registration of charges
           Division 3 Receivers and other controllers of property of co-operatives
   265.    Receivers and other controllers of property of co-operatives
           Division 4 Disposal of surplus from activities
   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
           Division 5 Acquisition and disposal of assets
   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
   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
   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 Matters for which rules must make provision
           Schedule 2 Relevant interests, associates, related bodies
           Schedule 3 Registration, &c., of charges
           Schedule 4 Receivers, and other controllers, of property of co-operatives
           Schedule 5 Ordinances and Act repealed
           Schedule 6 Savings and transitional
           ENDNOTES