Western Australian Numbered Acts Western Australian Numbered Acts
TABLE OF PROVISIONS
Long Title
Preamble
PART 1 -- Preliminary
Division 1 -- Introductory
1. Short title
2. Commencement
3. Objects of this Act
4. Terms used in this Act
Division 2 -- Qualified privilege
5. Qualified privilege
Division 3 -- The co-operative principles
6. Co-operative principles
7. Interpretation to promote co-operative principles
Division 4 -- Application of Corporations Act to co-operatives
8. Definitions
9. Excluded matter
10. Applying the Corporations legislation to co-operatives
11. Modifications to applied provisions
PART 2 -- Formation
Division 1 -- Types of co-operatives
12. Types of co-operatives
13. Distributing co-operatives
14. Non-distributing co-operatives
Division 2 -- Formation meeting
15. Formation meeting
Division 3 -- Approval of disclosure statement and rules
16. Approval of disclosure statement
17. Approval of rules
Division 4 -- Registration of proposed co-operative
18. Application for registration of proposed co-operative
19. Registration of co-operative
20. Incorporation and certificate of registration
Division 5 -- Registration of an existing corporation
21. Existing corporation can be registered
22. Formation meeting and transitional provision
23. Application for registration
24. Requirements for registration
25. Transitional provision
26. Certificate of registration
27. Effect of registration
Division 6 -- Conversion of co-operative
28. Conversion of co-operative
Division 7 -- Reviews
29. Appeal against refusal to approve disclosure statement
30. Appeal against refusal to approve draft rules
31. Appeal against refusal to register
32. Supreme Court’s powers on appeal
Division 8 -- General
33. Acceptance of money by proposed co-operative
34. Issue of duplicate certificate
PART 3 -- Legal capacity and powers
Division 1 -- General powers
35. Effect of incorporation
36. Power to form companies and enter into joint ventures
Division 2 -- Doctrine of ultra vires abolished
37. Interpretation
38. Doctrine of ultra vires abolished
39. Legal capacity
40. Restrictions on co-operatives in rules
Division 3 -- Persons having dealings with co-operatives
41. Assumptions entitled to be made
42. Assumptions
43. Person who knows or ought to know is not entitled to make assumptions
44. Lodgment of documents not to constitute constructive knowledge
45. Effect of fraud
Division 4 -- Authentication and execution of documents and confirmation of contracts
46. Common seal
47. Official seal
48. Authentication need not be under seal
49. Co-operative may authorise person to execute deed
50. Execution under seal
51. Contractual formalities
52. Other requirements as to consent or sanction not affected
Division 5 -- Pre-registration contracts
53. Contracts before registration
54. Person may be released from liability but is not entitled to indemnity
55. This Division replaces other rights and liabilities
PART 4 -- Membership
Division 1 -- General
56. Becoming a member
57. Members of co-operative group
58. Qualification for membership and transitional provision
59. Membership may be joint
60. Members under 18 years of age
61. Representatives of corporations
62. Notification of shareholders and shareholdings
63. Circumstances in which membership ceases -- all co-operatives
64. Additional circumstances in which membership ceases -- co-operatives with share capital
65. Carrying on business with too few members
Division 2 -- Rights and liabilities of members
66. Rights of membership not exercisable until registered etc.
67. Liability of members to co-operative
68. Co-operative to make information available to person intending to become a member
69. Entry fees and regular subscriptions
70. Members etc. may be required to deal with co-operative
71. Fines payable by members
72. Charge and set off of co-operative
73. Repayment of shares on resignation or expulsion
Division 3 -- Death of member
74. Meaning of interest
75. Transfer of share or interest on death of member
76. Transfer of small shareholdings and interests on death
77. Value of shares and interests
78. Co-operative protected
Division 4 -- Disputes involving members
79. Grievance procedure
80. Application to Supreme Court
Division 5 -- Oppressive conduct of affairs
81. Interpretation
82. Application of Division
83. Who may apply for court order
84. Orders that the Supreme Court may make
85. Basis on which Supreme Court makes orders
86. Winding-up need not be ordered if oppressed members prejudiced
87. Application of winding-up provisions
88. Changes to rules
89. Copy of order to be lodged with Registrar
Division 6 -- Proceedings on behalf of a co-operative by members and others
90. Bringing, or intervening in, proceedings on behalf of a co-operative
91. Applying for and granting leave
92. Substitution of another person for the person granted leave
93. Effect of ratification by members
94. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
95. General powers of the Supreme Court
96. Power of Supreme Court to make costs order
PART 5 -- Rules
97. Effect of rules
98. Content of rules
99. Purchase and inspection of copy of rules
100. False copies of rules
101. Model rules
102. Rules can only be altered in accordance with this Act
103. Approval of alteration of rules
104. Alteration by special resolution
105. Alteration by resolution of board
106. Alteration does not take effect until registered
107. Appeal against refusal to approve alteration
108. Appeal against refusal to register
109. Supreme Court’s powers on appeal
PART 6 -- Active membership
Division 1 -- Definitions
110. Meaning of active membership resolution
111. What is active membership
112. What are active membership provisions and resolutions
Division 2 -- Rules to contain active membership provisions
113. Number of primary activities required
114. Rules to contain active membership provisions
115. Factors and considerations for determining primary activities etc.
116. Active membership provisions -- distributing co-operatives
117. Regular subscription -- active membership of non-distributing co-operative
Division 3 -- Active membership resolutions
118. Notice of meeting
119. Eligibility of directors to vote on proposal at board meeting
Division 4 -- Cancellation of membership of inactive or missing members
120. Cancellation of membership of inactive or missing member
121. Share to be forfeited if membership cancelled
122. Failure to cancel membership -- offence by director
123. Deferral of forfeiture by board
124. Cancellation of membership prohibited in certain circumstances
125. Notice of intention to cancel membership
126. Order of Supreme Court against cancellation
127. Repayment of amounts due because of cancelled membership
128. Interest on deposits, debentures and co-operative capital units
129. Repayment of deposits, and redemption of debentures and co-operative capital units
130. Register of cancelled memberships
Division 5 -- Entitlements of former members of distributing co-operatives
131. Application of Division
132. Former shareholders to be taken to be shareholders for certain purposes
133. Entitlements of former shareholders on mergers etc.
134. Set off of amounts repaid etc. on forfeited shares
135. Regulations may exempt co-operatives from provisions
PART 7 -- Shares
Division 1 -- Nature of share
136. Nature of share in co-operative
Division 2 -- Disclosure
137. Disclosure to intending shareholders in distributing co-operative
138. Content of disclosure statement to intending shareholders
139. Exemptions for disclosure statements
Division 3 -- Issues of shares
140. Shares -- general
141. Application of Corporations Act for particular share subscriptions
142. Minimum paid up amount
143. Shares not to be issued at a discount
144. Issue of shares at a premium
145. Joint ownership of shares
146. Members may be required to take up additional shares
147. Bonus share issues
148. Restrictions on bonus shares
149. Notice about bonus shares
Division 4 -- Beneficial and non-beneficial interest in shares
150. Direction to disclose
151. Disclosure by member of relevant interests and instructions
152. Registration as trustee etc. on death of owner of shares
153. Registration as administrator of estate on incapacity of shareholder
154. Registration as Official Trustee in Bankruptcy
155. Liabilities of person registered as trustee or administrator
156. Notice of trusts in register of members
157. No notice of trust except as provided by this Division
Division 5 -- Sale or transfer of shares
158. Sale or transfer of shares
159. Transfer on death of member
160. Restriction on total shareholding
161. Transfer not effective until registered
162. Non-members become members on registration
Division 6 -- Repurchase of shares
163. Purchase and repayment of shares
164. Deposit, debentures or co-operative capital units instead of payment when share repurchased
165. Cancellation of shares
PART 8 -- Voting and meetings
Division 1 -- Voting entitlements
166. Application of Part to voting
167. Voting
168. Voting by proxy
169. Control of the right to vote
170. Effect of disposal of shares on voting rights
171. Effect of relevant share and voting interests on voting rights
172. Rights of representatives
173. Other rights and duties of members not affected by ineligibility to vote
174. Vote of disentitled member to be disregarded
Division 2 -- Resolutions
175. Decisions to be by ordinary resolution
176. Ordinary resolutions
177. Special resolutions
178. How majority obtained is ascertained
179. Declaration of passing of special resolution
180. Effect of special resolution
181. Lodgment of special resolution
182. Decision of Registrar on application to register special resolution
Division 3 -- Resolution by circulated document
183. Application of Division 3
184. Resolution by circulation of document -- fewer than 50 members
Division 4 -- Postal ballots
185. Postal ballots
186. Special postal ballots
187. When a special postal ballot required
188. Holding of postal ballot on requisition
189. Expenses involved in postal ballots on requisition
Division 5 -- Meetings
190. Annual general meetings
191. Special general meetings
192. Notice of meetings
193. Quorum at meetings
194. Decision at meetings
195. Calling of general meeting on requisition
196. Minutes
PART 9 -- Management and administration of co-operatives
Division 1 -- The Board
197. Board of directors
198. Election of directors
199. Qualification of directors
200. Disqualified persons
201. Meeting of the board of directors
202. Transaction of business outside meetings
203. Alternate directors
204. Delegation by board
205. Removal from and vacation of office
Division 2 -- Secretary
206. Secretary
Division 3 -- Duties and liabilities of directors, officers and employees
207. Meaning of officer
208. Officers must act honestly
209. Standard of care and diligence required
210. Improper use of information or position
211. Recovery of damages by co-operative
212. Other duties and liabilities not affected
213. Application of Corporations Act concerning indemnities and insurance for officers and auditors
214. Application of Corporations Act provisions concerning officers of co-operatives
Division 4 -- Restrictions on directors and officers
215. Directors’ remuneration
216. Certain financial accommodation to officers prohibited
217. Financial accommodation to directors and associates
218. Restriction on directors of certain co-operatives selling land to co-operative
219. Management contracts
Division 5 -- Declaration of interests
220. Declaration of interest
221. Declarations to be recorded in minutes
222. Division does not affect other laws or rules
223. Certain interests need not be declared
Division 6 -- Financial reports and audit
224. Meaning of control and entity
225. Requirements for financial records and financial reports
226. Power of Registrar to grant exemptions
227. Disclosure by directors
228. Protection of auditors etc.
229. Financial year
Division 7 -- Registers, records and returns
230. Registers to be kept by co-operatives
231. Location of registers
232. Inspection of registers etc.
233. Use of information on registers
234. Notice of appointment etc. of directors and officers
235. Annual report to be lodged with Registrar
236. List of members to be provided at request of Registrar
237. Special return to be given at request of Registrar
Division 8 -- Name and registered office
238. Name to include certain matter
239. Use of abbreviations
240. Name to appear on business documents etc.
241. Change of name of co-operative
242. Restriction on use of word “co-operative” or similar words
243. Registered office of co-operative
PART 10 -- Funds and property
Division 1 -- Power to raise money
244. Meaning of obtaining financial accommodation
245. Fund raising to be in accordance with Act and regulations
246. Limits on deposit taking
247. Members etc. not required to see to application of money
248. Registrar’s directions about fundraising
249. Subordinated debt
250. Application of Corporations Act to issues of debentures
251. Application of Corporations Act to particular issues of debentures
252. Disclosure statement
253. Approval of board for transfer of debentures
254. Application of Corporations Act -- reissue of redeemed debentures
255. Compulsory loan by member to co-operative
256. Interest payable on compulsory loan
Division 2 -- Co-operative capital units
257. General nature of co-operative capital units
258. Priority of CCU’s on winding-up
259. Financial accommodation provisions apply to issue of CCUs
260. CCUs to be issued to non-members
261. Minimum requirements for rules concerning CCUs
262. CCUs not to be issued unless terms of issue approved by Registrar
263. Directors’ duties concerning CCUs
264. Redemption of CCUs
265. Capital redemption reserve
266. Issue of shares in substitution for redemption
Division 3 -- Charges
267. Registration of charges
Division 4 -- Receivers and other controllers of property of co-operatives
268. Receivers and other controllers of property of co-operatives
Division 5 -- Disposal of surplus from activities
269. Retention of surplus for benefit of co-operative
270. Application for charitable purposes or members’ purposes
271. Distribution of surplus or reserves to members
272. Application of surplus to other persons
Division 6 -- Acquisition and disposal of assets
273. Acquisition and disposal of assets
PART 11 -- Restrictions on the acquisition of interests in co-operatives
Division 1 -- Restrictions on share and voting interests
274. Application of Part
275. Notice required to be given of voting interest
276. Notice required to be given of substantial share interest
277. Requirements for notices
278. Maximum permissible level of share interest
279. Transitional provision
280. Shares to be forfeited to remedy contravention
281. Powers of board in response to suspected contravention
282. Powers of Supreme Court in relation to contravention
283. Co-operative to notify Registrar of interest over 20%
284. Co-operative to keep register
285. Unlisted companies to provide list of shareholders etc.
286. Excess share interest not to affect loan liability
287. Extent of operation of Division
288. Registrar may grant exemption from Division
Division 2 -- Restrictions on certain share offers
289. Share offers to which Division applies
290. Offer to be approved by special resolution using special postal ballot
291. Some offers totally prohibited if they discriminate
292. Offers to be submitted to board first
293. Announcements of proposed takeovers concerning proposed company
294. Additional disclosure requirements for offers involving conversion to company
295. Consequences of prohibited offer
296. Registrar may grant exemptions
PART 12 -- Merger, transfer of engagements, winding-up
Division 1 -- Mergers and transfers of engagements
297. Application of Division
298. Mergers and transfers of engagements of local co-operatives
299. Requirements before application can be made
300. Disclosure statement required
301. Making an application
302. Approval of merger
303. Approval of transfer of engagements
304. Transfer of engagements by direction of Registrar
Division 2 -- Transfer of incorporation
305. Application for transfer
306. Requirements before application can be made
307. Meaning of new body and transfer
308. New body ceases to be registered as co-operative
309. Transfer not to impose greater liability etc.
310. Effect of new certificate of registration
311. New body must give copy of new certificate of registration or incorporation to Registrar
312. New body is a continuation of the co-operative
Division 3 -- Winding-up and deregistration
313. Methods of winding-up
314. Winding-up on Registrar’s certificate
315. Method of deregistration
316. Application of Corporations Act to winding-up and deregistration
317. Restrictions on voluntary winding-up
318. Start of members’ voluntary winding-up
319. Distribution of surplus -- non-distributing co-operatives
320. Liquidator -- vacancy may be filled by Registrar
321. Review of liquidator’s remuneration
322. Liability of member to contribute in a winding-up where shares forfeited etc.
Division 4 -- Administration of co-operative -- application of Corporations Act
323. Application of Corporations Act to administration of co-operative
Division 5 -- Appointment of administrator
324. Appointment of administrator
325. Effect of appointment of administrator
326. Revocation of appointment
327. Expenses of administration
328. Liabilities arising from administration
329. Additional powers of Registrar
330. Stay of proceedings
331. Administrator to report to Registrar
Division 6 -- Effect of merger etc. on property, liabilities etc.
332. How this Division applies to a merger
333. How this Division applies to a transfer of engagements
334. How this Division applies to a transfer of incorporation
335. Effect of merger etc. on property, liabilities etc.
Division 7 -- Miscellaneous
336. Grounds for winding-up, transfer of engagements, appointment of administrator
337. Application of Corporations Act for insolvent co-operatives
PART 13 -- Arrangements and reconstructions
Division 1 -- General requirements
338. Requirements for binding compromise or arrangement
339. Supreme Court ordered meeting of creditors
340. Registrar to be given notice and opportunity to make submissions
341. Results of 2 or more meetings
342. Persons disqualified from administering compromise etc.
343. Application of Schedule 4 to person appointed
344. Application of Corporations Act to person appointed
345. Copy of order to be attached to rules
346. Directors to arrange for reports
347. Power of Supreme Court to restrain further proceedings
348. Supreme Court need not approve compromise or arrangement takeovers
Division 2 -- Explanatory statements
349. Explanatory statement required to accompany notice of meeting etc.
350. Requirements for explanatory statement
351. Contravention of Division -- offence by co-operative
Division 3 -- Facilitating reconstructions and mergers
352. Provisions for facilitating reconstructions and mergers
Division 4 -- Acquisition of shares of dissenting shareholders
353. Definitions
354. Schemes and contracts to which Division applies
355. Acquisition of shares pursuant to notice to dissenting shareholder
356. Restrictions when excluded shares exceed 10%
357. Remaining shareholders may require acquisition
358. Transfer of shares pursuant to compulsory acquisition
359. Disposal of consideration for shares compulsorily acquired
Division 5 -- Miscellaneous
360. Notification of appointment of scheme manager
361. Power of Supreme Court to require reports
362. Effect of out-of-jurisdiction compromise or arrangement
363. Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
364. Registrar may appear etc.
PART 14 -- Mutual recognition
Division 1 -- Introductory
365. Definitions
366. What constitutes carrying on business
367. Co-operatives law
368. Excluded matter
Division 2 -- Mutual recognition of foreign co-operatives
369. Operation of foreign co-operatives in this State
370. Authorisation to carry on business
371. Registration under Companies (Co-operative) Act 1943
372. Notification to Registrar
373. Authorisation notices for participating co-operatives
374. Authorisation notices for non-participating co-operatives
375. Name of foreign co-operative
376. When foreign co-operative not authorised to carry on business
377. Withdrawal of authority to carry on business
378. Appeals
379. Application of Act and regulations to foreign co-operatives
Division 3 -- General
380. Name and place of origin to appear on business and other documents
381. Supply of information to participating Registrars
382. Registrar to be notified of changes
383. Cessation of business
384. Functions conferred on Registrar under co-operatives law
Division 4 -- Winding-up of foreign co-operatives in this State
385. Winding-up to relate to State activities
386. Supreme Court may order winding-up
387. Application of Corporations Act to winding-up of foreign co-operatives
388. Outstanding property of foreign co-operative
Division 5 -- Mergers and transfers of engagements
389. Definitions
390. Authority for merger or transfer of engagements
391. Requirements before application can be made
392. Disclosure statement required
393. Making an application
394. Approval of merger
395. Approval of transfer of engagements
396. Effect of merger or transfer of engagements
397. Division applies instead of certain other provisions of this Act
PART 15 -- Supervision and protection of co-operatives
Division 1 -- Supervision and protection
398. Definitions
399. Co-operative includes subsidiaries, foreign co-operatives and co-operative ventures
400. Appointment of inspectors
401. Registrar and investigators have functions of inspectors
402. Inspector’s identity card
403. Production or display of inspector’s identity card
404. Powers of inspector
405. Inspector’s appointment conditions
406. Entry of place
407. Consent to entry
408. Inspectors may require certain persons to appear, answer questions and produce documents
409. Powers of inspectors on place entered
410. Functions of inspectors in relation to relevant documents
411. Protection from incrimination
412. Warrants
413. Warrants -- applications made other than in person
414. Entry with warrant
415. General powers after entering places
416. Power to seize evidence
417. Receipt for seized things
418. Return of seized things
419. Power to require name and address
420. False or misleading statements
421. Power to require production of documents
422. False or misleading documents
423. Obstruction of inspectors
424. Copies or extracts of records to be admitted in evidence
425. Privilege
Division 2 -- Inquiries
426. Definitions
427. Appointment of investigators
428. Powers of investigators
429. Examination of involved person
430. Privilege
431. Offences by involved person
432. Offences relating to documents
433. Record of examination
434. Report of investigator
435. Proceedings following inquiry
436. Admission of investigator’s report as evidence
437. Costs of inquiry
Division 3 -- Prevention of fraud etc.
438. Falsification of records
439. Fraud or misappropriation
440. Offering or paying commission
441. Accepting commission
442. False statements in loan application etc.
Division 4 -- Miscellaneous powers of the Registrar
443. Application for special meeting or inquiry
444. Holding of special meeting
445. Expenses of special meeting or inquiry
446. Power to hold special inquiry into co-operative
447. Special meeting following inquiry
448. Information and evidence
449. Extension or abridgment of time
450. Power of Registrar to intervene in proceedings
PART 16 -- Administration of this Act
Division 1 -- The Registrar
451. Registrar of Co-operatives
452. Deputy Registrar and other staff
453. Delegation by Registrar
454. Registers to be kept by Registrar
455. Keeping of registers
456. Disposal of records by Registrar
457. Inspection of registers
458. Approvals by Registrar
459. Lodgment of documents
460. Way of lodging
461. Power of Registrar to refuse to register or reject documents
Division 2 -- Protection from liability
462. Particular persons protected from liability
Division 3 -- Evidence
463. Certificate of registration
464. Certificate evidence
465. Records kept by co-operatives
466. Minutes
467. Official certificates
468. The Registrar and proceedings
469. Rules
470. Registers
Division 4 -- Enforceable undertakings
471. Undertakings following contravention of, or failure to comply with, this Act
472. Register of undertakings
473. Enforcement orders
PART 17 -- Offences and proceedings
474. Offences by officers of co-operatives
475. Notice to be given of conviction for offence
476. Secrecy
477. False or misleading statements
478. Further offence for continuing failure to do required act
479. Civil remedies
480. Injunctions
481. Proceedings for offences etc.
PART 18 -- General
482. Co-operative ceasing to exist
483. Service of documents on co-operative
484. Service on member of co-operative
485. Reciprocal arrangements
486. Translations of documents
487. Exemptions may be on conditions
488. Approval of forms
489. Regulation making power
490. Companies (Co-operative) Act 1943 repealed
491. Co-operative and Provident Societies Act 1903 repealed
PART 19 -- Transitional and savings provisions
Division 1 -- Preliminary
492. Terms used in this Part
493. Interpretation Act 1984 not affected
494. Transitional regulations
Division 2 -- Prohibition on registration under former Act
495. Prohibition on registration under Companies (Co-operative) Act 1943 or Co-operative and Provident Societies Act 1903
Division 3 -- Transfer to incorporation under this Act
496. Co-operative companies and registered societies to register under this Act
497. Decision of Registrar to register co-operative company or registered society
Division 4 -- General transitional provisions
498. Special resolutions, applications to the Court and court orders
499. Inspections or inquiry
500. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
501. Transitional provisions about active members
Division 5 -- Pending incorporation, reconstruction or winding-up
502. Pending incorporation
503. Pending reconstruction
504. Pending wind-up
PART 20 -- Consequential amendments
Division 1 -- Consequential amendments commencing on registration of Co-operative Bulk Handling Limited
505. Grain Marketing Act 2002 amended
506. Local Government Act 1995 amended
Division 2 -- Consequential amendments commencing on commencement of this Act
507. Civil Judgments Enforcement Act 2004 amended
508. Criminal Property Confiscation Act 2000 amended
509. Equal Opportunity Act 1984 amended
510. Taxi Act 1994 amended
511. Western Australian Treasury Corporation Act 1986 amended
Division 3 -- Consequential amendments commencing on repeal of former Acts
512. Civil Judgments Enforcement Act 2004 amended
513. Criminal Property Confiscation Act 2000 amended
514. Equal Opportunity Act 1984 amended
515. Housing Loan Guarantee Act 1957 amended
516. Local Government Act 1995 amended
517. Taxi Act 1994 amended
518. Western Australian Treasury Corporation Act 1986 amended
SCHEDULE 1 -- Matters for which rules must make provision
SCHEDULE 2 -- Relevant interests, associates, related bodies
SCHEDULE 3 -- Registration etc. of charges
SCHEDULE 4 -- Receivers, and other controllers, of property of co-operatives
SCHEDULE 5 -- Applied co-operatives provisions
SCHEDULE 6 -- Modifications to Corporations Act
[Assented to 22 October 2009]