Victorian Consolidated Legislation

Co-operatives Act 1996 - SCHEDULE 5

SAVINGS AND TRANSITIONAL
1 Definitions In this Schedule- transferred co-operative means a body
corporate which is deemed under clause 4, 5, 6 or 7 to be a co-operative,
association, federation or foreign co-operative registered under this Act.
2 General savings Unless the contrary intention appears in this Act or the
regulations, all persons things and circumstances appointed or created by or
under the Co-operation Act 1981 or Part VI of the Housing Act 1983, or
existing or continuing under that Act or Part immediately before the
commencement of this clause continue, under and subject to this Act, to have
the same status, operation and effect as they respectively would have had if
this Act had not been enacted.
3 Regulations The Governor in Council may make regulations of a saving or
transitional nature consequent on the enactment or commencement of this Act.
4 Saving of existing co-operatives

(1) On the commencement of this clause, any existing body corporate which was
a society within the meaning of the Co-operation Act 1981 immediately before
that commencement is deemed-

   (a)  in the case of an association, to be an association registered under
        this Act; and

   (b)  in the case of a federation, to be a federation registered under this
        Act; and

   (c)  in the case of any other society, to be a co-operative registered
        under this Act.

(2) On the commencement of this clause, any existing body corporate which was
a rental housing co-operative registered under Part VI of the Housing Act 1983
immediately before that commencement is deemed to be a co-operative registered
under this Act.

(3) On the commencement of this clause, any existing body corporate which was
a foreign society registered under Part XI of the Co-operation Act 1981
immediately before that commencement is deemed to be a foreign co-operative
registered under Part 14 of this Act.

(4) Each transferred co-operative under this clause is the same legal entity
as it was before the commencement of this clause with the same name, rules,
directors and membership as it had immediately before that commencement.

5 Saving of Co-operative Federation of Victoria Ltd On the commencement of
this clause, the Co-operative Federation of Victoria Ltd. established under
the Co-operation Act 1981 is deemed to be registered as an association under
this Act with the same name, rules, directors and membership as it had
immediately before that commencement.
6 Society or co-operative started to be formed before commencement

(1) If, before the commencement of this clause, a meeting to form a body as a
society had been held under section 53 of the Co-operation Act 1981 but the
body had not been registered as a society under that Act-

   (a)  sections 52 to 57 and 58(1), (2), (7) and (8) of that Act continue to
        apply to the formation of the body as a society; and

   (b)  on the registration of the body as a society under section 53 the
        society is deemed to be a co-operative registered under this Act.

(2) If, before the commencement of this clause, a meeting to form a body of
persons as a rental housing co-operative had been held under section 53 of the
Co-operation Act 1981 as incorporated by section 47 of the Housing Act 1983
but the body had not been registered as a rental housing co-operative under
the Housing Act 1983-

   (a)  sections 47, 48 and 50 of the Housing Act 1983 and sections 52 to 57
        and 58(1), (2), (7) and (8) of the Co-operation Act 1981 (as
        incorporated by sections 47 and 48 of the Housing Act 1983) continue
        to apply to the formation of the body as a rental housing
        co-operative; and

   (b)  on the registration of the body of persons as a rental housing
        co-operative under section 53 of the Co-operation Act 1981 (as
        incorporated by section 47 of the Housing Act 1983) the co-operative
        is deemed to be a co-operative registered under this Act.

(3) Each transferred co-operative under this clause is the same legal entity
as it was before its deemed registration under this Act with the same name,
rules, directors and membership as it had immediately before that deemed
registration.





(4) A certificate issued by the Registrar of Co-operatives under section 53(7)
of the Co-operation Act 1981 as continuing in force for the purposes of this
clause is, for the purposes of this Act to be taken to be a certificate issued
under section 21 of this Act.

7 Mergers

(1) Division 3A of Part III of the Co-operation Act 1981 continues to apply to
an application made by 2 or more societies and to a direction to merge made
before the commencement of this clause.

(2) On the registration of the merged society under the Co-operation Act 1981,
the society is deemed to be a co-operative registered under this Act.

(3) Each transferred co-operative under this clause is the same legal entity
as it was before its deemed registration under this Act with the same name,
rules, directors and membership as it had immediately before that deemed
registration.

(4) A certificate issued by the Registrar of Co-operatives under section 84B
of the Co-operation Act 1981 as continuing in force for the purposes of this
clause is, for the purposes of this Act to be taken to be a certificate issued
under section 303 of this Act.

8 Rules to conform with Act

(1) A transferred co-operative must bring its rules into conformity with this
Act and the regulations-

   (a)  within 2 years after the commencement of this clause; or

   (b)  within such further period as may be approved by the Registrar in
        respect of a particular co-operative.



(2) The rules of the transferred co-operative are deemed to be valid until-

   (a)  the co-operative complies with subclause (1); or

   (b)  the expiry of the relevant period under subclause (1).

(3) If there is any inconsistency between a provision of this Act and the
rules of the co-operative as to the procedure for alteration of the rules of
the co-operative, the provision of this Act prevails.

(4) Nothing in this clause affects the operation of Division 2 of Part 3 in
relation to the rules of a transferred co-operative.

9 Modification of certain rules

(1) This clause applies if in the opinion of the Registrar the rules of a
transferred co-operative should be altered to achieve conformity with any
requirement of this Act.

(2) The Registrar may, by instrument served on the transferred co-operative,
require it within a period specified in the instrument to alter its rules-

   (a)  in a manner specified in the instrument; or

   (b)  in a manner approved by the Registrar.

(3) If within the period specified in the instrument the co-operative fails to
alter its rules as required by the instrument, the Registrar may by notation
on the registered copy of the rules alter the rules.

(4) The Registrar must give written notice to a co-operative of any alteration
of its rules made by him or her under this clause.

(5) Any alteration made by the Registrar to the rules under this clause is as
valid and effectual as an alteration made and registered under Part 5.

10 Rules to contain active membership provisions The board of directors of a
transferred co-operative must comply with Division 2 of Part 6 of this Act-

   (a)  within 2 years of the commencement of this clause; or

   (b)  within any further period approved by the Registrar in respect of a
        particular co-operative.

11 Special resolutions and majority resolutions

(1) A special resolution passed by a transferred co-operative under the
Co-operation Act 1981 and not registered under that Act before the
commencement of this clause may be registered by the Registrar of
Co-operatives under this Act.

(2) A majority resolution passed by a transferred co-operative under the
Housing Act 1983 and not registered under that Act before the commencement of
this clause may be registered by the Registrar of Co-operatives as a special
resolution under this Act.

12 Documents A certificate or other document, relating to a transferred
co-operative, issued or registered by, filed or lodged with or given to the
registrar of co-operatives under the Co-operation Act 1981 or the registrar of
rental housing co-operatives under the Housing Act 1983 has effect as if it
were a certificate or other document issued or registered by, filed or lodged
with or given to the Registrar of Co-operatives under this Act.



13 Existing accounts provisions to apply to transferred co-operatives

(1) Despite anything to the contrary in this Act or the regulations, Part VI
of the Co-operation Act 1981 applies and continues to apply to a transferred
co-operative until the end of the financial year of that co-operative next
following the commencement of this clause.

(2) Divisions 5 and 6 of Part 9 of this Act do not apply to a transferred
co-operative during the period that Part VI of the Co-operation Act 1981
applies to it under subclause (1).

14 Receivers and managers If, immediately before the commencement of this
clause, there was a receiver or manager or an administrator or official
manager of a transferred co-operative, Part VII or Part IX of the Co-operation
Act 1981 continues to apply to the transferred co-operative and the
appointment of the receiver or manager, or the administrator or official
manager, despite the enactment of this Act.
15 Winding up If, before the commencement of this clause, a transferred
co-operative had commenced to be wound up under Part X of the Co-operation Act
1981, that Part and sections 237, 238 and 239 of that Act continue to apply to
that winding up.
16 Investigation If, before the commencement of this clause, an investigation
had commenced in respect of a transferred co-operative under Division 2 of
Part XII of the Co-operation Act 1981, that Division continues to apply in
relation to that investigation.
17 Registrar

(1) The person holding the offices of registrar of co-operative societies
under the Co-operation Act 1981 and registrar of rental housing co-operatives
under the Housing Act 1983 immediately before the commencement of this clause
is deemed on that commencement to be appointed as Registrar of Co-operatives
under this Act.

(2) A person holding the offices of deputy registrar of co-operative societies
under the Co-operation Act 1981 and deputy registrar of rental housing
co-operatives under the Housing Act 1983 immediately before the commencement
of this clause is deemed on that commencement to be appointed as a Deputy
Registrar under this Act.

(3) Unless the contrary intention appears in this Act or the regulations, all
acts, matters and things of a continuing nature done or commenced before the
commencement of this clause by or on behalf of or in relation to-

   (a)  the registrar of co-operative societies under the Co-operation Act
        1981 shall not be affected and shall, under and subject to this Act,
        continue to have the same status, operation and effect as they would
        have had if the Co-operation Act 1981 had not been repealed; or

   (b)  the registrar of rental housing co-operatives under the
        Housing Act 1983 shall not be affected and shall, under and subject to
        this Act, continue to have the same status, operation and effect as
        they would have had if Part VI of the Housing Act 1983 had not been
        repealed.

(4) If any provision of the Co-operation Act 1981 is continued in operation by
this Schedule, any reference in that provision to the registrar is to be taken
for the purposes of that continued operation to be a reference to the
Registrar of Co-operatives under this Act.

18 Superseded references

(1) On and from the commencement of this clause, any reference in any other
Act, or regulation or any other document-

   (a)  to the Co-operation Act 1981 is deemed to be a reference to this Act;
        and

   (b)  to a society or co-operative society within the meaning of the
        Co-operation Act 1981 is deemed to be a reference to a co-operative
        registered under this Act.

(2) A reference in any other Act, or regulation or any other document to a
foreign society registered under Part XI of the Co-operation Act 1981 is
deemed on and from the commencement of clause 18 of this Schedule to be and
always to have been on and from that commencement a reference to a foreign
co-operative registered under Part 14 of this Act.

19 Transitional provision-Corporations (Consequential Amendments) Act 2001 An
order of the Supreme Court under section 93(i) that is in force immediately
before the commencement of item 18.6 of the Schedule to the
Corporations (Consequential Amendments) Act 2001 has effect on and after that
commencement as if it were an order made under that section as amended by that
item. _______________