South Australian Consolidated Acts South Australian Consolidated Acts (1) In this Act—
"agreement" means an agreement, arrangement or understanding—
(a)
whether formal or informal or partly formal and partly informal; and
(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;
"Commission" means the Corporate Affairs Commission;
"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;
"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 or not constituting
a charge on property of the co-operative and includes a unit of a debenture
but does not include—
(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;
"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 that is permitted under
section 254 to accept money on deposit;
"deregistration" means deregistration under section 311, 449(1) or
clause 31 of Schedule 5;
"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 a 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 directors of the co-operative are accustomed to act;
"District Court" means the Administrative and Disciplinary Division of the
District Court;
"domestic partner" means a person who is a domestic partner within the meaning
of the Family Relationships Act 1975 , whether declared as such under
that Act or not;
"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—
(i)
the methods by which financial statements are made up;
and
(ii)
adjustments to be made in preparing financial statements;
"financial statements" means—
(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 is subject to, a law in force outside South Australia
(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
"inspector" means a person appointed as an inspector under Part 15;
"model rules" means the model rules approved by the Commission under Part 5;
"mortgage" includes a lien, charge or other security over property;
"non-trading co-operative" means a non-trading co-operative within the meaning
of 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—
(i)
Part 5.3A of the Corporations Act as applying under this
Act; or
(ii)
Division 5 of Part 12 of this Act; or
(iii)
a trustee or other person administering a compromise or
arrangement made between the co-operative and another person;
"primary activity" has the meaning given by section 114;
"principal executive officer", in relation to a co-operative or 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 incorporated co-operatives continued under
section 425;
"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 the common seal or official seal;
"secretary", of a co-operative, means the person appointed under
section 214A to be, or to act as, the secretary of the co-operative;
"share" means share in the share capital of a co-operative;
"spouse"—a person is the spouse of another if they are legally married;
"subordinated debt" has the meaning given by section 257;
"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 future contingencies;
"trading co-operative" means a trading co-operative within the meaning of
section 14.
(2) 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.
(3) 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.
(4) A reference in
this Act to a provision of the Corporations Act applying 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.