Tasmanian Consolidated Acts Tasmanian Consolidated Acts
- Act 85 of 1999
- Royal Assent 22 December 1999
TABLE OF PROVISIONS
Long Title
PART 1 - Preliminary
1. 1. Short title
2. 2. Commencement
3. 3. Interpretation
4. 4. Qualified privilege
5. 5. Cooperative principles
6. 6. Interpretation to promote cooperative principles
7. 7.
8. 8.
9. 9. Excluded matter
10. 10. Applying the Corporations legislation to cooperatives
11. 11. Modifications to applied provisions
PART 2 - Formation Division 1 - Types of cooperatives
12. 12. Types of cooperatives
13. 13. Trading cooperatives
14. 14. Non-trading cooperatives
Division 2 - Formation meeting
15. 15. Formation meeting
Division 3 - Approval of disclosure statement and rules
16. 16. Approval of disclosure statement
17. 17. Approval of rules
Division 4 - Registration of proposed cooperative
18. 18. Application for registration of proposed cooperative
19. 19. Registration of cooperative
20. 20. Incorporation and certificate of registration
Division 5 - Registration of an existing body corporate
21. 21. Existing body corporate can be registered
22. 22. Formation meeting
23. 23. Application for registration
24. 24. Requirements for registration
25. 25. Certificate of registration
26. 26. Effect of registration
Division 6 - Conversion of cooperative
27. 27. Conversion of cooperative
Division 7 - Appeals
28. 28. Appeal against refusal to approve disclosure statement
29. 29. Appeal against refusal to approve draft rules
30. 30. Appeal against refusal to register
31. 31. Provisions with respect to appeals under this Division
Division 8 - General
32. 32. Acceptance of money by proposed cooperative
33. 33. Issue of duplicate certificate
PART 3 - Legal capacity and powers Division 1 - General powers
34. 34. Effect of incorporation
35. 35. Power to form companies and enter into joint ventures
Division 2 - Doctrine of ultra vires abolished
36. 36. Interpretation: Part 3, Division 2
37. 37. Doctrine of ultra vires abolished
38. 38. Legal capacity
39. 39. Restrictions on cooperatives in rules
40. 40. Results of contravention of restriction in rules
Division 3 - Persons having dealings with cooperatives
41. 41. Assumptions entitled to be made
42. 42. Assumptions
43. 43. Person who knows or ought to know is not entitled to make
assumptions
44. 44. Lodgment of documents not to constitute constructive knowledge
45. 45. Effect of fraud
Division 4 - Authentication and execution of documents and
confirmation of contracts
46. 46. Common seal
47. 47. Official seal
48. 48. Authentication need not be under seal
49. 49. Cooperative may authorise person to execute deed
50. 50. Execution under seal
51. 51. Contractual formalities
52. 52. Other requirements as to consent or sanction not affected
53. 53. Transitional
Division 5 - Pre-registration contracts
54. 54. Contracts before registration
55. 55. Person may be released from liability but is not entitled
to indemnity
56. 56. This Division replaces other rights and liabilities
PART 4 - Membership Division 1 - General
57. 57. Becoming a member
58. 58. Members of associations
59. 59. Members of federations
60. 60. Qualification for membership
61. 61. Membership may be joint
62. 62. Members under 18 years of age
63. 63. Representatives of bodies corporate
64. 64. Notification of shareholders and shareholdings
65. 65. Circumstances in which membership ceases – all
cooperatives
66. 66. Additional circumstances in which membership ceases –
cooperatives with share capital
67. 67. Carrying on business with too few members
Division 2 - Rights and liabilities of members
68. 68. Rights of membership not exercisable until registered, &c.
69. 69. Liability of members to cooperative
70. 70. Cooperative to provide information to person intending to
become a member
71. 71. Entry fees and regular subscriptions
72. 72. Members, &c., may be required to deal with cooperative
73. 73. Fines payable by members
74. 74. Charge and set-off of cooperative
75. 75. Repayment of shares on expulsion
Division 3 - Death of member
76. 76. Meaning of "interest"
77. 77. Transfer of share or interest on death of member
78. 78. Transfer of small shareholdings and interests on death
79. 79. Value of shares and interests
80. 80. Cooperative protected
Division 4 - Disputes involving members
81. 81. Grievance procedure
82. 82. Application to Supreme Court
Division 5 - Oppressive conduct of affairs
83. 83. Interpretation: Division 5 of Part 4
84. 84. Application of Division
85. 85. Who may apply for court order?
86. 86. Orders that the Supreme Court may make
87. 87. Basis on which Supreme Court makes orders
88. 88. Winding-up need not be ordered if oppressed members
prejudiced
89. 89. Application of winding-up provisions
90. 90. Changes to rules
91. 91. Copy of order to be lodged with Commissioner
Division 6 - Proceedings on behalf of a cooperative by members and
others
92. 92. Bringing, or intervening in, proceedings on behalf of a
cooperative
93. 93. Applying for and granting leave
94. 94. Substitution of another person for the person granted leave
95. 95. Effect of ratification by members
96. 96. Leave to discontinue, compromise or settle proceedings
brought, or intervened in, with leave
97. 97. General powers of the Supreme Court
98. 98. Power of Supreme Court to make costs order
PART 5 - Rules
99. 99. Effect of rules
100. 100. Content of rules
101. 101. Purchase and inspection of copy of rules
102. 102. False copies of rules
103. 103. Model rules
104. 104. Rules can only be altered in accordance with this Act
105. 105. Approval of alteration of rules
106. 106. Alteration by special resolution
107. 107. Alteration by resolution of board
108. 108. Alteration does not take effect until registered
109. 109. Appeal against refusal to approve alteration
110. 110. Appeal against refusal to register alteration
111. 111. Provisions with respect to appeals under this Part
PART 6 - Active membership Division 1 - Interpretation
112. 112. Primary activity – meaning
113. 113. What is active membership?
114. 114. What are active membership provisions and resolutions?
Division 2 - Rules to contain active membership provisions
115. 115. Number of primary activities required
116. 116. Rules to contain active membership provisions
117. 117. Factors and considerations for determining primary activities,
&c.
118. 118. Active membership provisions – trading cooperatives
119. 119. Regular subscription – active membership of non-trading
cooperative
Division 3 - Active membership resolutions
120. 120. Notice of meeting
121. 121. Eligibility to vote on active membership resolution
122. 122. Eligibility of directors to vote on proposal at board
meeting
123. 123. Other entitlements of members not affected
Division 4 - Cancellation of membership of inactive members
124. 124. Cancellation of membership of inactive member
125. 125. Share to be forfeited if membership cancelled
126. 126. Failure to cancel membership – offence by director
127. 127. Deferral of forfeiture by board
128. 128. Cancellation of membership prohibited in certain circumstances
129. 129. Notice of intention to cancel membership
130. 130. Order of Supreme Court against cancellation
131. 131. Repayment of amounts due in respect of cancelled membership
132. 132. Interest on deposits and debentures
133. 133. Repayment of deposits and debentures
134. 134. Register of cancelled memberships
Division 5 - Entitlements of former members of trading cooperatives
135. 135. Application of Division
136. 136. Former shareholders to be regarded as shareholders for
certain purposes
137. 137. Entitlements of former shareholders on mergers, &c.
138. 138. Set-off of amounts repaid, &c., on forfeited shares
139. 139. Entitlement to distribution from reserves
140. 140. Commissioner may exempt cooperatives from provisions
PART 7 - Shares Division 1 - Nature of share
141. 141. Nature of share in cooperative
Division 2 - Disclosure
142. 142. Disclosure to intending shareholders in trading cooperative
143. 143. Content of disclosure statement to intending shareholders
144. 144. Exemptions for disclosure statements
Division 3 - Issue of shares
145. 145. Shares – general
146. 146. Adoption of certain Corporations Act provisions about shares
147. 147. Minimum paid-up amount
148. 148. Shares not to be issued at a discount
149. 149. Issue of shares at a premium
150. 150. Joint ownership of shares
151. 151. Members may be required to take up additional shares
152. 152. Bonus share issues
153. 153. Restrictions on bonus shares
154. 154. Notice in respect of bonus shares
Division 4 - Beneficial and non-beneficial interest in shares
155. 155. Notice of non-beneficial ownership at time of transfer
156. 156. Notice of non-beneficial ownership not notified at time of
transfer
157. 157. Registration as beneficial owner of shares notified as
non-beneficially transferred
158. 158. Notification of change in nature of shareholding
159. 159. Presumption of awareness
160. 160. Presumption that shares held non-beneficially
161. 161. Noting of beneficial and non-beneficial interests in register
of members
162. 162. Registration as trustee, &c., on death of owner of
shares
163. 163. Registration as administrator of estate on incapacity of
shareholder
164. 164. Registration as Official Trustee in Bankruptcy
165. 165. Liabilities of person registered as trustee or administrator
166. 166. Notice of trusts in register of members
167. 167. No notice of trust except as provided by this Division
Division 5 - Sale or transfer of shares
168. 168. Sale or transfer of shares
169. 169. Transfer on death of member
170. 170. Restriction on total shareholding
171. 171. Transfer not effective until registered
Division 6 - Repurchase of shares
172. 172. Purchase and repayment of shares
173. 173. Deposit or debentures in lieu of payment when share
repurchased
174. 174. Cancellation of shares
PART 8 - Voting and meetings Division 1 - Voting entitlements
175. 175. Application of Part to voting
176. 176. Voting
177. 177. Voting by proxy
178. 178. Restriction on voting entitlement under power of attorney
179. 179. Restriction on voting by representatives of bodies corporate
180. 180. Inactive members not entitled to vote
181. 181. Control of the right to vote
182. 182. Effect of disposal of shares on voting rights
183. 183. Effect of relevant share and voting interests on voting
rights
184. 184. Rights of representatives to vote
185. 185. Other rights and duties of members not affected by
ineligibility to vote
186. 186. Vote of disentitled member to be disregarded
Division 2 - Resolutions
187. 187. Decisions to be by ordinary resolution
188. 188. Ordinary resolutions
189. 189. Special resolutions
190. 190. How majority obtained is ascertained
191. 191. Disallowance by Commissioner
192. 192. Declaration of passing of special resolution
193. 193. Effect of special resolution
194. 194. Lodgment of special resolution
195. 195. Decision of Commissioner on application to register special
resolution
Division 3 - Resolution by circulated document
196. 196. Application of Division 3
197. 197. Resolution by circulation of document – fewer than
50 members
Division 4 - Postal ballots
198. 198. Postal ballots
199. 199. Special postal ballots
200. 200. When is a special postal ballot required?
201. 201. Holding of postal ballot on requisition
202. 202. Expenses involved in postal ballots on requisition
Division 5 - Meetings
203. 203. Annual general meetings
204. 204. Special general meetings
205. 205. Notice of meetings
206. 206. Quorum at meetings
207. 207. Decision at meetings
208. 208. Convening of general meeting on requisition
209. 209. Minutes
PART 9 - Management and administration of cooperatives Division 1 -
The board
210. 210. Board of directors
211. 211. Election of directors
212. 212. Qualification of directors
213. 213. Disqualified persons
214. 214. Meeting of the board of directors
215. 215. Transaction of business outside meetings
216. 216. Deputy directors
217. 217. Delegation by board
218. 218. Removal from and vacation of office
Division 2 - Secretary
219. 219. Secretary
Division 3 - Duties and liabilities of directors, officers and
employees
220. 220. Meaning of "officer"
221. 221. Officers must act honestly
222. 222. Standard of care and diligence required
223. 223. Improper use of information or position
224. 224. Court may order payment of compensation
225. 225. Recovery of damages by cooperative
226. 226. Other duties and liabilities not affected
227. 227. Indemnification of officers and auditors
228. 228. Application of Corporations Act provisions concerning officers
of cooperatives
Division 4 - Restrictions on directors and officers
229. 229. Directors' remuneration
230. 230. Certain financial accommodation to officers prohibited
231. 231. Financial accommodation to directors and associates
232. 232. Restriction on directors of certain cooperatives selling land
to cooperative
233. 233. Management contracts
Division 5 - Declaration of interests
234. 234. Declaration of interest
235. 235. Declarations to be recorded in minutes
236. 236. Division does not affect other laws or rules
237. 237. Certain interests need not be declared
Division 6 - Accounts and audit
238. 238. Requirements for accounts and financial records
239. 239. Power of Commissioner to grant exemptions
240. 240. Meaning of "entity" and "control"
241. 241. Disclosure by directors
242. 242. Protection of auditors, &c.
243. 243. Financial year
Division 7 - Registers, records and returns
244. 244. Registers to be kept by cooperatives
245. 245. Location of registers
246. 246. Inspection of registers, &c.
247. 247. Use of information on registers
248. 248. Notice of appointment, &c., of directors and officers
249. 249. Annual report to be filed with Commissioner
250. 250. List of members to be furnished at request of Commissioner
251. 251. Special return to be furnished at request of Commissioner
Division 8 - Name and registered office
252. 252. Name to include certain matter
253. 253. Use of abbreviations
254. 254. Name to appear on business documents, &c.
255. 255. Change of name of cooperative
256. 256. Restriction on use of word "cooperative" or similar words
257. 257. Registered office of cooperative
PART 10 - Funds and property Division 1 - Power to raise money
258. 258. Meaning of obtaining financial accommodation
259. 259. Fundraising to be in accordance with Act and regulations
260. 260. Limits on deposit taking
261. 261. Members, &c., not required to see to application of
money
262. 262. Commissioner's directions about fundraising
263. 263. Subordinated debt
264. 264. Application of Corporations Act to issues of debentures
265. 265. Application of certain other Corporations Act provisions
266. 266. Disclosure statement
267. 267. Approval of board for transfer of debentures
268. 268. Application of Corporations Law – reissue of
redeemed debentures
269. 269. Compulsory loan by member to cooperative
270. 270. Interest payable on compulsory loan
Division 2 - Charges
271. 271. Registration of charges
Division 3 - Receivers and other controllers of property of
cooperatives
272. 272. Receivers and other controllers of property of cooperatives
Division 4 - Disposal of surplus from activities
273. 273. Retention of surplus for benefit of cooperative
274. 274. Application for charitable purposes or members' purposes
275. 275. Distribution of surplus or reserves to members
276. 276. Application of surplus to other persons
Division 5 - Acquisition and disposal of assets
277. 277. Acquisition and disposal of assets
PART 11 - Restrictions on the acquisition of interests in
cooperatives Division 1 - Restrictions on share and voting interests
278. 278. Application of Part
279. 279. Notice required to be given of voting interest
280. 280. Notice required to be given of substantial share interest
281. 281. Requirements for notices
282. 282. Maximum permissible level of share interest
283. 283. Shares to be forfeited to remedy contravention
284. 284. Powers of board in response to suspected contravention
285. 285. Powers of Supreme Court with respect to contravention
286. 286. Cooperative to inform Commissioner of interest over 20%
287. 287. Cooperative to keep register
288. 288. Unlisted companies to provide list of shareholders, &c.
289. 289. Excess share interest not to affect loan liability
290. 290. Extent of operation of Division
291. 291. Commissioner may grant exemption from Division
Division 2 - Restrictions on certain share offers
292. 292. Share offers to which Division applies
293. 293. Requirements to be satisfied before offer can be made
294. 294. Some offers totally prohibited if they discriminate
295. 295. Offers to be submitted to board first
296. 296. Announcements of proposed takeovers concerning proposed
company
297. 297. Additional disclosure requirements for offers involving
conversion to company
298. 298. Consequences of prohibited offer
299. 299. Commissioner may grant exemptions
PART 12 - Merger, Transfer of engagements, winding-up Division 1 -
Mergers and transfers of engagements
300. 300. Application of Division
301. 301. Mergers and transfers of engagements of local cooperatives
302. 302. Requirements before application can be made
303. 303. Disclosure statement required
304. 304. Making an application
305. 305. Approval of merger
306. 306. Approval of transfer of engagements
307. 307. Transfer of engagements by direction of Commissioner
Division 2 - Transfer of incorporation
308. 308. Application for transfer
309. 309. Requirements before application can be made
310. 310. Meaning of "new body" and "transfer"
311. 311. New body ceases to be registered as cooperative
312. 312. Transfer not to impose greater liability, &c.
313. 313. Effect of new certificate of registration
314. 314. New body must give copy of new certificate of registration
or incorporation to Commissioner
315. 315. New body is a continuation of the cooperative
Division 3 - Winding-up and deregistration
316. 316. Methods of winding-up
317. 317. Winding-up on Commissioner's certificate
318. 318. Method of deregistration
319. 319. Application of Corporations Act to winding-up and
deregistration
320. 320. Restrictions on voluntary winding-up
321. 321. Commencement of members' voluntary winding-up
322. 322. Distribution of surplus – non-trading cooperatives
323. 323. Liquidator – vacancy may be filled by Commissioner
324. 324. Review of liquidator's remuneration
325. 325. Liability of member to contribute in a winding-up where
shares forfeited, &c.
Division 4 - Administration of cooperative – adoption of
Corporations Law
326. 326. Application of Corporations Act to winding-up
Division 5 - Appointment of administrator
327. 327. Appointment of administrator
328. 328. Effect of appointment of administrator
329. 329. Revocation of appointment
330. 330. Expenses of administration
331. 331. Liabilities arising from administration
332. 332. Additional powers of Commissioner
333. 333. Stay of proceedings
334. 334. Administrator to report to Commissioner
Division 6 - Effect of merger, &c., on property, liabilities,
&c.
335. 335. How this Division applies to a merger
336. 336. How this Division applies to a transfer of engagements
337. 337. How this Division applies to a transfer of incorporation
338. 338. Effect of merger, &c., on property, liabilities, &c.
Division 7 - Miscellaneous
339. 339. Grounds for winding-up, transfer of engagements, appointment
of administrator
340. 340. Application of Corporations Act concerning insolvent
cooperatives
341. 341.
PART 13 - Arrangements and reconstructions Division 1 - General
requirements
342. 342. Requirements for binding compromise or arrangement
343. 343. Supreme Court ordered meeting of creditors
344. 344. Commissioner to be given notice and opportunity to make
submissions
345. 345. Results of 2 or more meetings
346. 346. Persons disqualified from administering compromise, &c.
347. 347. Adoption of provisions of Corporations Law and application
to person appointed
348. 348. Copy of order to be attached to rules
349. 349. Directors to arrange for reports
350. 350. Power of Supreme Court to restrain further proceedings
351. 351. Supreme Court need not approve compromise or arrangement
takeovers
Division 2 - Explanatory statements
352. 352. Explanatory statement required to accompany notice of
meeting, &c.
353. 353. Requirements for explanatory statement
354. 354. Contravention of Division – offence by cooperative
355. 355. Provisions for facilitating reconstructions and mergers
Division 3 - Acquisition of shares of dissenting shareholders
356. 356. Interpretation: Division 3 of Part 13
357. 357. Schemes and contracts to which Division applies
358. 358. Acquisition of shares pursuant to notice to dissenting
shareholder
359. 359. Restrictions when excluded shares exceed 10%
360. 360. Remaining shareholders may require acquisition
361. 361. Transfer of shares pursuant to compulsory acquisition
362. 362. Disposal of consideration for shares compulsorily acquired
Division 4 - Miscellaneous
363. 363. Notification of appointment of scheme manager
364. 364. Power of Supreme Court to require reports
365. 365. Effect of out-of-jurisdiction compromise or arrangement
366. 366. Jurisdiction to be exercised in harmony with Corporations
Law jurisdiction
367. 367. Commissioner may appear, &c.
PART 14 - Foreign cooperatives Division 1 - Introductory
368. 368. Interpretation: Part 14
369. 369. Cooperatives law
Division 2 - Registration of foreign cooperatives
370. 370. Operation of foreign cooperatives in Tasmania
371. 371. What constitutes carrying on business
372. 372. Application for registration of participating cooperative
373. 373. Application for registration of non-participating cooperative
374. 374. Commissioner to approve rules of non-participating cooperative
375. 375. Name of foreign cooperative
376. 376. Registration of foreign cooperative
377. 377. Application of Act and regulations to foreign cooperatives
378. 378. Commissioner to be notified of certain changes
379. 379. Balance sheets
380. 380. Cessation of business
381. 381. Cooperative proposing to register as a foreign cooperative
Division 3 - Mergers and transfers of engagements
382. 382. Who is the appropriate Registrar?
383. 383. Authority for merger or transfer of engagements
384. 384. Requirements before application can be made
385. 385. Disclosure statement required
386. 386. Making an application
387. 387. Approval of merger
388. 388. Approval of transfer of engagements
389. 389. Effect of merger or transfer of engagements
390. 390. Division applies instead of certain other provisions of this
Act
PART 15 - Supervision and protection of cooperatives Division 1 -
Supervision and inspection
391. 391. Interpretation: Division 1
392. 392. "Cooperative" includes subsidiaries, foreign cooperatives and
cooperative ventures
393. 393. Appointment of inspectors
394. 394. Commissioner and investigators have functions of inspectors
395. 395. Inspector's identity card
396. 396. Inspectors may require certain persons to appear, answer
questions and produce documents
397. 397. Inspectors' powers of entry
398. 398. Powers of inspectors on premises entered
399. 399. Powers of inspectors in relation to relevant documents
400. 400. Offence – failing to comply with requirements of
inspector
401. 401. Protection from incrimination
402. 402. Search warrants
403. 403. Copies or extracts of records to be admitted in evidence
404. 404. Privilege
405. 405. Police aid for inspectors
Division 2 - Inquiries
406. 406. Interpretation: Division 2
407. 407. Appointment of investigators
408. 408. Powers of investigators
409. 409. Examination of involved person
410. 410. Privilege
411. 411. Offences by involved person
412. 412. Offences relating to documents
413. 413. Record of examination
414. 414. Report of investigator
415. 415. Proceedings following inquiry
416. 416. Admission of investigator's report as evidence
417. 417. Costs of inquiry
Division 3 - Prevention of fraud, &c.
418. 418. Falsification of records
419. 419. Fraud or misappropriation
420. 420. Offering or paying commission
421. 421. Accepting commission
422. 422. False statements in loan application, &c.
Division 4 - Miscellaneous powers of the Commissioner
423. 423. Application for special meeting or inquiry
424. 424. Holding of special meeting
425. 425. Expenses of special meeting or inquiry
426. 426. Power to hold special inquiry into cooperative
427. 427. Special meeting following inquiry
428. 428. Information and evidence
429. 429. Extension or abridgment of time
430. 430. Power of Commissioner to intervene in proceedings
PART 16 - Administration of this Act Division 1 - The Commissioner
431. 431. Registers
432. 432. Disposal of records by Commissioner
433. 433. Inspection of Register
434. 434. Approvals by Commissioner
435. 435. Lodgment of documents
436. 436. Method of lodgment
437. 437. Power of Commissioner to refuse to register or reject
documents
Division 2 - Evidence
438. 438. Certificate of registration
439. 439. Certificate evidence
440. 440. Orders published in the Gazette
441. 441. Records kept by cooperatives
442. 442. Minutes
443. 443. Official certificates
444. 444. The Commissioner and proceedings
445. 445. Rules
446. 446. Register of directors, members and shares
PART 17 - Offences and proceedings
447. 447. Offences by officers of cooperatives
448. 448. Notice to be given of conviction for offence
449. 449. Secrecy
450. 450. False or misleading statements
451. 451. Further offence for continuing failure to do required act
452. 452. Civil remedies
453. 453. Injunctions
454. 454. Proceedings for offences, &c.
PART 18 - General
455. 455. Cooperative ceasing to exist
456. 456. Service of documents on cooperative
457. 457. Service on member of cooperative
458. 458. Reciprocal arrangements
459. 459. Translations of documents
460. 460. Regulations
461. 461. Administration of Act
PART 19 - Repeals, amendments, savings and transitional
462. 462. Savings and transitional provisions
463. 463.
464. 464.
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
SCHEDULE 6
SCHEDULE 7
[ Note: This table has been automatically generated and may be incomplete. ]