{"id":"qld:sl-2013-cnr","name":"Co-operatives National Regulation (Queensland)","slug":"co-operatives-national-regulation-queensland","collection":"regulation","jurisdiction":"qld","status":"in_force","isInForce":true,"actNumber":"cnr of 2013","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":175526,"registerId":"qld-qld:sl-2013-cnr-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"sch.5-pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":0},{"sectionNumber":"sch.5-sec.1","sectionType":"section","heading":"Application of these rules","content":"### sch.5-sec.1 Application of these rules\n\nThese rules are the rules of the .................. ( insert name of co-operative ).","sortOrder":1},{"sectionNumber":"sch.5-sec.2","sectionType":"section","heading":"Definitions","content":"### sch.5-sec.2 Definitions\n\nIn these rules:\nballot paper means a ballot paper in paper or electronic form.\nbasic minimum financial statements means the financial statement required of a small co-operative under the National Regulations.\nboard means the board of the co-operative.\nCNL is a reference to the Co-operatives National Law as applying in this jurisdiction.\ndirector means a director of the co-operative.\nmember means a member of the co-operative.\nmember director and non-member director —see section 174 of the Law and rule 45 .\nstandard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post.\nthe co-operative means the................. ( insert name of co-operative ).\nthe Law means the Co-operatives National Law as applying in this jurisdiction.\nthe National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\nExcept so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.\n(sch.5-sec.2-ssec.1) In these rules: ballot paper means a ballot paper in paper or electronic form. basic minimum financial statements means the financial statement required of a small co-operative under the National Regulations. board means the board of the co-operative. CNL is a reference to the Co-operatives National Law as applying in this jurisdiction. director means a director of the co-operative. member means a member of the co-operative. member director and non-member director —see section 174 of the Law and rule 45 . standard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post. the co-operative means the................. ( insert name of co-operative ). the Law means the Co-operatives National Law as applying in this jurisdiction. the National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\n(sch.5-sec.2-ssec.2) Except so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.","sortOrder":2},{"sectionNumber":"sch.5-sec.3","sectionType":"section","heading":"Name of the co-operative (CNL ss220–222 & 224)","content":"### sch.5-sec.3 Name of the co-operative (CNL ss220–222 & 224)\n\nThe name of the co-operative is................. ( insert name of co-operative ).","sortOrder":3},{"sectionNumber":"sch.5-pt.2","sectionType":"part","heading":"Membership","content":"# Membership","sortOrder":4},{"sectionNumber":"sch.5-pt.2-div.1","sectionType":"division","heading":"Membership generally","content":"## Membership generally","sortOrder":5},{"sectionNumber":"sch.5-sec.4","sectionType":"section","heading":"Active membership provisions (CNL ss112(2), 144, 148 & 156–166)","content":"### sch.5-sec.4 Active membership provisions (CNL ss112(2), 144, 148 & 156–166)\n\nPrimary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are:\n.....................................................\n.....................................................\nActive membership requirements A member must\n.....................................................\n.....................................................\nto establish and maintain active membership of the co-operative.\nFailure to maintain active membership may lead to cancellation of membership (see rule 21 ).\n(sch.5-sec.4-ssec.1) Primary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are: ..................................................... .....................................................\n(sch.5-sec.4-ssec.2) Active membership requirements A member must ..................................................... ..................................................... to establish and maintain active membership of the co-operative. Failure to maintain active membership may lead to cancellation of membership (see rule 21 ).","sortOrder":6},{"sectionNumber":"sch.5-sec.5","sectionType":"section","heading":"Qualifications for membership (CNL s112)","content":"### sch.5-sec.5 Qualifications for membership (CNL s112)\n\nA person qualifies for membership of the co-operative if the person is able to use or contribute to the services of the co-operative.\nInsert here any other membership qualifications. For example, a dairy co-operative may require members to be dairy farmers.","sortOrder":7},{"sectionNumber":"sch.5-sec.6","sectionType":"section","heading":"Entry fees and regular subscriptions (CNL s124)","content":"### sch.5-sec.6 Entry fees and regular subscriptions (CNL s124)\n\nThe entry fee for an application for membership is .....................\nThere does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\nThe regular subscription (also known as a periodic membership fee) is ...............\nThere need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.\n(sch.5-sec.6-ssec.1) The entry fee for an application for membership is ..................... There does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\n(sch.5-sec.6-ssec.2) The regular subscription (also known as a periodic membership fee) is ............... There need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.","sortOrder":8},{"sectionNumber":"sch.5-sec.7","sectionType":"section","heading":"Membership applications","content":"### sch.5-sec.7 Membership applications\n\nApplications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by:\npayment of any applicable entry fee or subscription set under rule 6 ; and\npayment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .\nEvery application must be considered by the board.\nIf the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\nThe applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\nThe board may, at its discretion, refuse an application for membership.\nThe board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.\n(sch.5-sec.7-ssec.1) Applications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by: payment of any applicable entry fee or subscription set under rule 6 ; and payment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .\n(sch.5-sec.7-ssec.2) Every application must be considered by the board.\n(sch.5-sec.7-ssec.3) If the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\n(sch.5-sec.7-ssec.4) The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\n(sch.5-sec.7-ssec.5) The board may, at its discretion, refuse an application for membership.\n(sch.5-sec.7-ssec.6) The board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.\n- (a) payment of any applicable entry fee or subscription set under rule 6 ; and\n- (b) payment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .","sortOrder":9},{"sectionNumber":"sch.5-sec.8","sectionType":"section","heading":"Cessation of membership (CNL s117)","content":"### sch.5-sec.8 Cessation of membership (CNL s117)\n\nA person ceases to be a member in any of the following circumstances:\nif the membership ceases in any circumstances specified in section 117 of the Law;\nif the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;\nif the member’s total shareholding is forfeited under the Law or these rules;\nif the member’s total shareholding is purchased by the co-operative under the Law or these rules;\nif the member’s total shareholding is sold by the co-operative under any power in the Law or these rules and the purchaser is registered as shareholder in the member’s place.\n- (a) if the membership ceases in any circumstances specified in section 117 of the Law;\n- (b) if the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;\n- (c) if the member’s total shareholding is forfeited under the Law or these rules;\n- (d) if the member’s total shareholding is purchased by the co-operative under the Law or these rules;\n- (e) if the member’s total shareholding is sold by the co-operative under any power in the Law or these rules and the purchaser is registered as shareholder in the member’s place.","sortOrder":10},{"sectionNumber":"sch.5-sec.9","sectionType":"section","heading":"Expulsion of members (CNL s117)","content":"### sch.5-sec.9 Expulsion of members (CNL s117)\n\nA member may be expelled from the co-operative by special resolution to the effect:\nthat the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\nthat the member has acted in a way that has:\nprevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\nbrought the co-operative into disrepute; or\nbeen contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\nWritten notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\nAt the general meeting when the special resolution for expulsion is proposed the following procedures apply:\nat the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\nif the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\nonce the alleged conduct is considered, the co-operative may decide to expel the member concerned;\nthe co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\na motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\nExpulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\nAn expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\nA member re-admitted must not have restored to him or her any shares that were cancelled on his or her expulsion.\n(sch.5-sec.9-ssec.1) A member may be expelled from the co-operative by special resolution to the effect: that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or that the member has acted in a way that has: prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or brought the co-operative into disrepute; or been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n(sch.5-sec.9-ssec.2) Written notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\n(sch.5-sec.9-ssec.3) At the general meeting when the special resolution for expulsion is proposed the following procedures apply: at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member; if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member; once the alleged conduct is considered, the co-operative may decide to expel the member concerned; the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote; a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\n(sch.5-sec.9-ssec.4) Expulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\n(sch.5-sec.9-ssec.5) An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\n(sch.5-sec.9-ssec.6) A member re-admitted must not have restored to him or her any shares that were cancelled on his or her expulsion.\n- (a) that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\n- (b) that the member has acted in a way that has: (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or (ii) brought the co-operative into disrepute; or (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (a) at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\n- (b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\n- (c) once the alleged conduct is considered, the co-operative may decide to expel the member concerned;\n- (d) the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\n- (e) a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.","sortOrder":11},{"sectionNumber":"sch.5-sec.10","sectionType":"section","heading":"Resignation of members (CNL s117)","content":"### sch.5-sec.10 Resignation of members (CNL s117)\n\nA member may resign from a co-operative by giving .................. ( insert period of time ) notice in writing in the form approved by the board.","sortOrder":12},{"sectionNumber":"sch.5-sec.11","sectionType":"section","heading":"Monetary consequences of expulsion or resignation (CNL s128)","content":"### sch.5-sec.11 Monetary consequences of expulsion or resignation (CNL s128)\n\nIn this rule:\ndeficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co-operative, or later reported before expulsion.\nIf a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\nThe shares of an expelled or resigning member must be cancelled as at the day of expulsion or resignation, and the cancellation must be noted in the register of shares.\nSubject to subrule (5) and the written terms of a class of share issued, the co-operative must, however, pay to the expelled or resigning member the amount of capital paid up on the former member’s shares at the time of expulsion or resignation (less any amount owing by the former member to the co-operative).\nIf a deficiency exists, an appropriate proportion of the loss, deficiency or significant change may be deducted from the amount of capital paid up on the shares of the expelled or resigning member. This is done having regard to the number of shares held by the expelled or resigning member immediately before expulsion or resignation in relation to the number of shares in the co-operative.\nSubject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member:\nmust be made at the time decided by the board but within one year from the date of expulsion or resignation; or\nmay be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n(sch.5-sec.11-ssec.1) In this rule: deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co-operative, or later reported before expulsion.\n(sch.5-sec.11-ssec.2) If a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\n(sch.5-sec.11-ssec.3) The shares of an expelled or resigning member must be cancelled as at the day of expulsion or resignation, and the cancellation must be noted in the register of shares.\n(sch.5-sec.11-ssec.4) Subject to subrule (5) and the written terms of a class of share issued, the co-operative must, however, pay to the expelled or resigning member the amount of capital paid up on the former member’s shares at the time of expulsion or resignation (less any amount owing by the former member to the co-operative).\n(sch.5-sec.11-ssec.5) If a deficiency exists, an appropriate proportion of the loss, deficiency or significant change may be deducted from the amount of capital paid up on the shares of the expelled or resigning member. This is done having regard to the number of shares held by the expelled or resigning member immediately before expulsion or resignation in relation to the number of shares in the co-operative.\n(sch.5-sec.11-ssec.6) Subject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member: must be made at the time decided by the board but within one year from the date of expulsion or resignation; or may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n- (a) must be made at the time decided by the board but within one year from the date of expulsion or resignation; or\n- (b) may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.","sortOrder":13},{"sectionNumber":"sch.5-sec.12","sectionType":"section","heading":"Suspension of members","content":"### sch.5-sec.12 Suspension of members\n\nThe co-operative may suspend a member for not more than one year, who does any of the following:\ncontravenes any of these rules;\nfails to discharge obligations to the co-operative, whether under these rules or a contract;\nacts detrimentally to the interests of the co-operative.\nIn order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\nDuring the period of suspension, the member:\nloses any rights (except the right to vote) arising as a result of membership; and\nis not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\nremains liable for any fine that may be imposed.\n(sch.5-sec.12-ssec.1) The co-operative may suspend a member for not more than one year, who does any of the following: contravenes any of these rules; fails to discharge obligations to the co-operative, whether under these rules or a contract; acts detrimentally to the interests of the co-operative.\n(sch.5-sec.12-ssec.2) In order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\n(sch.5-sec.12-ssec.3) During the period of suspension, the member: loses any rights (except the right to vote) arising as a result of membership; and is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and remains liable for any fine that may be imposed.\n- (a) contravenes any of these rules;\n- (b) fails to discharge obligations to the co-operative, whether under these rules or a contract;\n- (c) acts detrimentally to the interests of the co-operative.\n- (a) loses any rights (except the right to vote) arising as a result of membership; and\n- (b) is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\n- (c) remains liable for any fine that may be imposed.","sortOrder":14},{"sectionNumber":"sch.5-pt.2-div.2","sectionType":"division","heading":"Dispute resolution","content":"## Dispute resolution","sortOrder":15},{"sectionNumber":"sch.5-sec.13","sectionType":"section","heading":"Disputes and mediation (CNL s129)","content":"### sch.5-sec.13 Disputes and mediation (CNL s129)\n\nThe grievance procedure set out in this rule applies to disputes under these rules between:\na member and another member; or\na member (including a former member) and the co-operative.\nIf a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\nThe parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of:\nthe dispute coming to the attention of each party; or\na party giving notice, to each of the other parties involved, of the dispute or grievance.\nIf the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\nThe mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties:\nfor a dispute between a member and another member, a person appointed by the board; or\nfor a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\nThe mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\nThe parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\nThe mediator, in conducting the mediation, must:\ngive the parties to the mediation process every opportunity to be heard; and\nallow due consideration by all parties of any written statement submitted by any party; and\nensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\nThe mediator cannot determine the dispute.\nThe mediation must be confidential and without prejudice.\nThe costs of the mediation are to be shared equally between the parties unless otherwise agreed.\nNothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\nNothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\nIf the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\nSection 130 of the Law applies if mediation does not resolve the dispute.\n(sch.5-sec.13-ssec.1) The grievance procedure set out in this rule applies to disputes under these rules between: a member and another member; or a member (including a former member) and the co-operative.\n(sch.5-sec.13-ssec.2) If a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\n(sch.5-sec.13-ssec.3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of: the dispute coming to the attention of each party; or a party giving notice, to each of the other parties involved, of the dispute or grievance.\n(sch.5-sec.13-ssec.4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\n(sch.5-sec.13-ssec.5) The mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties: for a dispute between a member and another member, a person appointed by the board; or for a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\n(sch.5-sec.13-ssec.6) The mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\n(sch.5-sec.13-ssec.7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\n(sch.5-sec.13-ssec.8) The mediator, in conducting the mediation, must: give the parties to the mediation process every opportunity to be heard; and allow due consideration by all parties of any written statement submitted by any party; and ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\n(sch.5-sec.13-ssec.9) The mediator cannot determine the dispute.\n(sch.5-sec.13-ssec.10) The mediation must be confidential and without prejudice.\n(sch.5-sec.13-ssec.11) The costs of the mediation are to be shared equally between the parties unless otherwise agreed.\n(sch.5-sec.13-ssec.12) Nothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\n(sch.5-sec.13-ssec.13) Nothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\n(sch.5-sec.13-ssec.14) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\n- (a) a member and another member; or\n- (b) a member (including a former member) and the co-operative.\n- (a) the dispute coming to the attention of each party; or\n- (b) a party giving notice, to each of the other parties involved, of the dispute or grievance.\n- (a) for a dispute between a member and another member, a person appointed by the board; or\n- (b) for a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\n- (a) give the parties to the mediation process every opportunity to be heard; and\n- (b) allow due consideration by all parties of any written statement submitted by any party; and\n- (c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.","sortOrder":16},{"sectionNumber":"sch.5-pt.2-div.3","sectionType":"division","heading":"Members’ liability","content":"## Members’ liability","sortOrder":17},{"sectionNumber":"sch.5-sec.14","sectionType":"section","heading":"Fines payable by members (CNL ss56 & 126)","content":"### sch.5-sec.14 Fines payable by members (CNL ss56 & 126)\n\nThe board may impose on a member a maximum fine of $ ...... for a contravention of these rules.\nThe maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\nA fine must not be imposed on a member under subrule (1) unless:\nwritten notice of intention to impose the fine and the reason for it has been given to the member; and\nthe member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n(sch.5-sec.14-ssec.1) The board may impose on a member a maximum fine of $ ...... for a contravention of these rules. The maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\n(sch.5-sec.14-ssec.2) A fine must not be imposed on a member under subrule (1) unless: written notice of intention to impose the fine and the reason for it has been given to the member; and the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n- (a) written notice of intention to impose the fine and the reason for it has been given to the member; and\n- (b) the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.","sortOrder":18},{"sectionNumber":"sch.5-sec.15","sectionType":"section","heading":"Liability of members to co-operatives (CNL ss117(2) & 121)","content":"### sch.5-sec.15 Liability of members to co-operatives (CNL ss117(2) & 121)\n\nA member is liable to the co-operative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry fees and regular subscriptions, payable by the member to the co-operative under these rules.\nJoint members are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subrule (1) .\n(sch.5-sec.15-ssec.1) A member is liable to the co-operative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry fees and regular subscriptions, payable by the member to the co-operative under these rules.\n(sch.5-sec.15-ssec.2) Joint members are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subrule (1) .","sortOrder":19},{"sectionNumber":"sch.5-pt.2-div.4","sectionType":"division","heading":"Shares","content":"## Shares","sortOrder":20},{"sectionNumber":"sch.5-sec.16","sectionType":"section","heading":"Capital and shares (CNL ss76–82)","content":"### sch.5-sec.16 Capital and shares (CNL ss76–82)\n\nThe capital of the co-operative must be raised by the issue of shares of nominal value of $ ...... each.\nA member must hold a minimum of ...... shares in the co-operative and must not hold or have a relevant interest in more than 20% of the nominal value of issued share capital of the co-operative unless permitted to do so under section 363 of the Law.\nNo share is to be allotted unless ...... ( insert “100%” OR “at least ...... %” ) of the nominal value of the share has been paid.\nShares may be required to be fully paid for them to be allotted or they may be partly paid provided the minimum paid up is 10%. The amount to be paid is a matter for the co-operative to determine in the light of its capital requirements. Section 78 of the Law requires there to be a minimum of 10% paid up before allotment. The remaining percentage of the share price can be paid either by predetermined subscription amounts or they may simply be subject to a call under rule 17 .\nA share in the co-operative does not carry a vote.\nThe right to vote in the co-operative is attached to membership and governed by section 228 of the Law.\nUnder section 82 of the Law, the co-operative is authorised to require members of a distributing co-operative to take up or subscribe for additional shares under a proposal approved by special resolution.\n(sch.5-sec.16-ssec.1) The capital of the co-operative must be raised by the issue of shares of nominal value of $ ...... each.\n(sch.5-sec.16-ssec.2) A member must hold a minimum of ...... shares in the co-operative and must not hold or have a relevant interest in more than 20% of the nominal value of issued share capital of the co-operative unless permitted to do so under section 363 of the Law.\n(sch.5-sec.16-ssec.3) No share is to be allotted unless ...... ( insert “100%” OR “at least ...... %” ) of the nominal value of the share has been paid. Shares may be required to be fully paid for them to be allotted or they may be partly paid provided the minimum paid up is 10%. The amount to be paid is a matter for the co-operative to determine in the light of its capital requirements. Section 78 of the Law requires there to be a minimum of 10% paid up before allotment. The remaining percentage of the share price can be paid either by predetermined subscription amounts or they may simply be subject to a call under rule 17 .\n(sch.5-sec.16-ssec.4) A share in the co-operative does not carry a vote.\n(sch.5-sec.16-ssec.5) The right to vote in the co-operative is attached to membership and governed by section 228 of the Law.","sortOrder":21},{"sectionNumber":"sch.5-sec.17","sectionType":"section","heading":"Calls on shares","content":"### sch.5-sec.17 Calls on shares\n\nThe board may from time to time make calls on the members for any amounts unpaid on the shares of the members (whether on the nominal value of the shares or by way of premium), regardless of the share subscription amount (if any) specified in the terms of issue of the shares.\nEach member must, on receiving at least 14 days’ notice of the time and place of payment, pay to the co-operative, at the time and place specified, the amount called on the shares.\nThe directors may revoke or postpone a call.\nA call is taken to have been made when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.\nThe joint holders of a share are jointly and severally liable to pay all calls for the share.\nIf an amount called for a share is not paid before or on the day fixed for payment of the amount, the person from whom the amount is due must pay interest on the amount from the day fixed for the payment of the amount to the time of actual payment at the rate, not more than 16% per annum, the directors decide, but the directors may waive payment of all or part of the interest.\nAn amount that, under the terms of issue of a share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by way of premium, is for these rules taken to be a call made and payable on the day that, under the terms of issue, the amount becomes payable. If the amount is not paid, all relevant provisions of these rules about payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable under a call properly made and notified.\nThe board may, in relation to the issue of shares, differentiate between the holders in the amount of calls to be paid and the times of payment.\nThe board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.\nThe board may authorise payment by the co-operative of interest on all or part of an amount accepted under subrule (9) until the amount becomes payable, at a rate agreed between the board and the member paying the amount, of not more than 8% per annum or another rate fixed by the co-operative by special resolution.\n(sch.5-sec.17-ssec.1) The board may from time to time make calls on the members for any amounts unpaid on the shares of the members (whether on the nominal value of the shares or by way of premium), regardless of the share subscription amount (if any) specified in the terms of issue of the shares.\n(sch.5-sec.17-ssec.2) Each member must, on receiving at least 14 days’ notice of the time and place of payment, pay to the co-operative, at the time and place specified, the amount called on the shares.\n(sch.5-sec.17-ssec.3) The directors may revoke or postpone a call.\n(sch.5-sec.17-ssec.4) A call is taken to have been made when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.\n(sch.5-sec.17-ssec.5) The joint holders of a share are jointly and severally liable to pay all calls for the share.\n(sch.5-sec.17-ssec.6) If an amount called for a share is not paid before or on the day fixed for payment of the amount, the person from whom the amount is due must pay interest on the amount from the day fixed for the payment of the amount to the time of actual payment at the rate, not more than 16% per annum, the directors decide, but the directors may waive payment of all or part of the interest.\n(sch.5-sec.17-ssec.7) An amount that, under the terms of issue of a share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by way of premium, is for these rules taken to be a call made and payable on the day that, under the terms of issue, the amount becomes payable. If the amount is not paid, all relevant provisions of these rules about payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable under a call properly made and notified.\n(sch.5-sec.17-ssec.8) The board may, in relation to the issue of shares, differentiate between the holders in the amount of calls to be paid and the times of payment.\n(sch.5-sec.17-ssec.9) The board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.\n(sch.5-sec.17-ssec.10) The board may authorise payment by the co-operative of interest on all or part of an amount accepted under subrule (9) until the amount becomes payable, at a rate agreed between the board and the member paying the amount, of not more than 8% per annum or another rate fixed by the co-operative by special resolution.","sortOrder":22},{"sectionNumber":"sch.5-sec.18","sectionType":"section","heading":"Repurchase of members’ shares (CNL ss99, 107, 109 & 118)","content":"### sch.5-sec.18 Repurchase of members’ shares (CNL ss99, 107, 109 & 118)\n\nMembers’ shares may be repurchased by the co-operative in accordance with the Law.\nOR\nMembers’ shares held in excess of the minimum shareholding required under rule 16 (2) may be repurchased in accordance with the Law.\n(strike out whichever is not applicable.)\nA member who wishes the co-operative to repurchase any shares must do so by submitting a request to the board in the following form:\nI/We ...... being members of the ...... (co-operative name) and the holders of ...... (number of shares) in the co-operative that are fully/partly paid, request that the co-operative repurchase ...... (number of shares). I/We are aware of the conditions of repayment under the Co-operatives National Law or relevant Act.\nSigned ..................................\nDated ..................................\nWitness (name and signature) ..................................\nThe board of the co-operative must consider each request for repurchase in accordance with the Law and cancel any shares that have been repurchased.\n(sch.5-sec.18-ssec.1) Members’ shares may be repurchased by the co-operative in accordance with the Law. OR Members’ shares held in excess of the minimum shareholding required under rule 16 (2) may be repurchased in accordance with the Law. (strike out whichever is not applicable.)\n(sch.5-sec.18-ssec.2) A member who wishes the co-operative to repurchase any shares must do so by submitting a request to the board in the following form: I/We ...... being members of the ...... (co-operative name) and the holders of ...... (number of shares) in the co-operative that are fully/partly paid, request that the co-operative repurchase ...... (number of shares). I/We are aware of the conditions of repayment under the Co-operatives National Law or relevant Act. Signed .................................. Dated .................................. Witness (name and signature) ..................................\n(sch.5-sec.18-ssec.3) The board of the co-operative must consider each request for repurchase in accordance with the Law and cancel any shares that have been repurchased.","sortOrder":23},{"sectionNumber":"sch.5-sec.19","sectionType":"section","heading":"Transfer of shares (CNL ss100 & 101)","content":"### sch.5-sec.19 Transfer of shares (CNL ss100 & 101)\n\nThe instrument of transfer of a share must be signed by or for the transferor and the transferee.\nThe transferor is taken to remain the holder of the share until the name of the transferee is entered in the register of members.\nShares must be transferred in the following form or another form approved by the board:\nI, A.B. (the transferor) of .................. in the State/Territory of .................. in consideration of the sum of $ ...... paid to me by C.D. (the transferee), of .................. in the State/Territory of .................. transfer to the transferee the share (or shares) numbered ...... in the .................. (name of co-operative) to hold for the transferee, the transferee’s executors, administrators and assigns, subject to the several conditions on which I hold the same at the time of the execution.\nAnd I, the transferee, agree to take the said share (or shares) subject to the conditions previously mentioned in this document.\nDated this .............. day of ..................... 20............\nSigned by ............................................... transferor.\nIn the presence of ............................................... witness.\nSigned by ............................................... transferee.\nIn the presence of ............................................... witness.\nA share may not be sold or transferred except:\nwith the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or\nas otherwise provided by these rules or the Law.\nThe board may decline to register a transfer of shares to a person not qualified to be a member or of whom they do not approve. The board may also decline to register a transfer of shares on which the co-operative has a lien or charge. If the board refuses to register a transfer of shares it must send notice of the refusal to the transferee within 28 days after the day the board declined to register the transfer.\nThe board of the co-operative must not consent to the sale or transfer of shares that would result in more than the nominal value of shares permitted under section 363 of the Law.\nThe board may decline to recognise an instrument of transfer unless:\na fee of $ ...... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and\nthe instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.\nThe board must maintain a record of all transfers made in the proper books of the co-operative.\nThe board may suspend the registration of transfers during the 45 days immediately before the annual general meeting in each year.\n(sch.5-sec.19-ssec.1) The instrument of transfer of a share must be signed by or for the transferor and the transferee.\n(sch.5-sec.19-ssec.2) The transferor is taken to remain the holder of the share until the name of the transferee is entered in the register of members.\n(sch.5-sec.19-ssec.3) Shares must be transferred in the following form or another form approved by the board: I, A.B. (the transferor) of .................. in the State/Territory of .................. in consideration of the sum of $ ...... paid to me by C.D. (the transferee), of .................. in the State/Territory of .................. transfer to the transferee the share (or shares) numbered ...... in the .................. (name of co-operative) to hold for the transferee, the transferee’s executors, administrators and assigns, subject to the several conditions on which I hold the same at the time of the execution. And I, the transferee, agree to take the said share (or shares) subject to the conditions previously mentioned in this document. Dated this .............. day of ..................... 20............ Signed by ............................................... transferor. In the presence of ............................................... witness. Signed by ............................................... transferee. In the presence of ............................................... witness.\n(sch.5-sec.19-ssec.4) A share may not be sold or transferred except: with the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or as otherwise provided by these rules or the Law.\n(sch.5-sec.19-ssec.5) The board may decline to register a transfer of shares to a person not qualified to be a member or of whom they do not approve. The board may also decline to register a transfer of shares on which the co-operative has a lien or charge. If the board refuses to register a transfer of shares it must send notice of the refusal to the transferee within 28 days after the day the board declined to register the transfer.\n(sch.5-sec.19-ssec.6) The board of the co-operative must not consent to the sale or transfer of shares that would result in more than the nominal value of shares permitted under section 363 of the Law.\n(sch.5-sec.19-ssec.7) The board may decline to recognise an instrument of transfer unless: a fee of $ ...... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and the instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.\n(sch.5-sec.19-ssec.8) The board must maintain a record of all transfers made in the proper books of the co-operative.\n(sch.5-sec.19-ssec.9) The board may suspend the registration of transfers during the 45 days immediately before the annual general meeting in each year.\n- (a) with the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or\n- (b) as otherwise provided by these rules or the Law.\n- (a) a fee of $ ...... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and\n- (b) the instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.","sortOrder":24},{"sectionNumber":"sch.5-sec.20","sectionType":"section","heading":"Effect of sale, transfer or disposal of shares (CNL ss232 & 233)","content":"### sch.5-sec.20 Effect of sale, transfer or disposal of shares (CNL ss232 & 233)\n\nA member who has sold or transferred, or disposed of the beneficial interest in, all the member’s shares, or has agreed to do any of those things, is not entitled to vote at any meeting of the co-operative.","sortOrder":25},{"sectionNumber":"sch.5-pt.2-div.5","sectionType":"division","heading":"Member cancellations","content":"## Member cancellations","sortOrder":26},{"sectionNumber":"sch.5-sec.21","sectionType":"section","heading":"Forfeiture and cancellations—inactive members (CNL ss156–163)","content":"### sch.5-sec.21 Forfeiture and cancellations—inactive members (CNL ss156–163)\n\nThe board must declare the membership of a member cancelled if:\nthe whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ...... years; or\nthe member is not presently active and has not been active within the meaning of rule 4 in the past ...... years.\nThe period of inactivity must take account of the active membership requirements in rule 4 . For example, if a member is required to acquire or sell product or services during a calendar year, the period of time should be expressed in terms of calendar years.\nThe period of time for inactivity under the Law is 3 years. The co-operative’s rules may specify a shorter time than 3 years. If no period of time is specified, it will be as specified in the Law.\n- (a) the whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ...... years; or\n- (b) the member is not presently active and has not been active within the meaning of rule 4 in the past ...... years.","sortOrder":27},{"sectionNumber":"sch.5-sec.22","sectionType":"section","heading":"Forfeiture of shares (CNL s109)","content":"### sch.5-sec.22 Forfeiture of shares (CNL s109)\n\nIf a member fails to pay a call or instalment of a call by the day appointed for payment, the board may, at any time that any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest that may have accrued.\nThe notice must name a further day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares for which the call was made will be liable to be forfeited.\nIf the requirements of the notice served under this rule are not complied with, any share in respect of which the notice has been given may at any time (but before the payment required by the notice has been made) be forfeited by a resolution of the board.\nForfeiture of shares includes forfeiture of all dividends declared for the forfeited shares and not actually paid before forfeiture.\nForfeited shares must be cancelled.\n(sch.5-sec.22-ssec.1) If a member fails to pay a call or instalment of a call by the day appointed for payment, the board may, at any time that any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest that may have accrued.\n(sch.5-sec.22-ssec.2) The notice must name a further day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares for which the call was made will be liable to be forfeited.\n(sch.5-sec.22-ssec.3) If the requirements of the notice served under this rule are not complied with, any share in respect of which the notice has been given may at any time (but before the payment required by the notice has been made) be forfeited by a resolution of the board.\n(sch.5-sec.22-ssec.4) Forfeiture of shares includes forfeiture of all dividends declared for the forfeited shares and not actually paid before forfeiture.\n(sch.5-sec.22-ssec.5) Forfeited shares must be cancelled.","sortOrder":28},{"sectionNumber":"sch.5-sec.23","sectionType":"section","heading":"Forfeited shares—liability of members","content":"### sch.5-sec.23 Forfeited shares—liability of members\n\nA person whose shares have been forfeited under these rules stops being a member if membership is conditional on the holding of the shares or membership has otherwise been cancelled under the Law. The person nevertheless remains liable to pay to the co-operative all amounts that are (as at the date of forfeiture) payable by him or her to the co-operative for the shares.\nA statutory declaration in writing by a director, the chief executive officer or secretary of the co-operative stating that a share in the co-operative has been forfeited and cancelled on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.\nThe co-operative has set-off rights against share capital as specified in section 127 of the Law.\n(sch.5-sec.23-ssec.1) A person whose shares have been forfeited under these rules stops being a member if membership is conditional on the holding of the shares or membership has otherwise been cancelled under the Law. The person nevertheless remains liable to pay to the co-operative all amounts that are (as at the date of forfeiture) payable by him or her to the co-operative for the shares.\n(sch.5-sec.23-ssec.2) A statutory declaration in writing by a director, the chief executive officer or secretary of the co-operative stating that a share in the co-operative has been forfeited and cancelled on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.\n(sch.5-sec.23-ssec.3) The co-operative has set-off rights against share capital as specified in section 127 of the Law.","sortOrder":29},{"sectionNumber":"sch.5-pt.2-div.6","sectionType":"division","heading":"Deceased or incapacitated members","content":"## Deceased or incapacitated members","sortOrder":30},{"sectionNumber":"sch.5-sec.24","sectionType":"section","heading":"Death of member (CNL ss93 & 102–106)","content":"### sch.5-sec.24 Death of member (CNL ss93 & 102–106)\n\nThe legal personal representative of a deceased member may apply to the board for a transfer of the deceased member’s shares in the following form:\nI, ...................., am the legal personal representative of ............... (a member of the co-operative) who died on...............\nCopies of my appointment as executor/administrator of the estate are attached.\nI request that the board transfer all shares attaching to the membership of ......................................... being shares numbered ............... in the co-operative, to me.\nA. I intend to hold the shares subject to the deceased member’s last will and testament/letters of administration and will notify the board of any proposal to transfer the shares to any beneficiary/ies OR\nB. I am also the beneficiary of the estate of the deceased member and I am aware of the requirements for active membership under the rules of the co-operative.\n(Include any additional information to enable the board to consider whether the transferee is likely to be an active member of the co-operative.)\nDated .........................\nSigned by .........................................\nLegal personal representative\nIn the presence of ......................................... witness.","sortOrder":31},{"sectionNumber":"sch.5-sec.25","sectionType":"section","heading":"Rights and liabilities of members under bankruptcy or mental incapacity (CNL ss95, 96 & 117)","content":"### sch.5-sec.25 Rights and liabilities of members under bankruptcy or mental incapacity (CNL ss95, 96 & 117)\n\nA person’s membership ceases upon bankruptcy and that person’s shares may be transferred to the Official Trustee in Bankruptcy and dealt with under the provisions of section 95 of the Law.\nA person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s shares and the rights and liabilities of membership vest in that person during the period of the appointment.\nThe liabilities attaching to the shares of a person under bankruptcy or mental incapacity continue in accordance with section 96 of the Law.\nUpon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.\n(sch.5-sec.25-ssec.1) A person’s membership ceases upon bankruptcy and that person’s shares may be transferred to the Official Trustee in Bankruptcy and dealt with under the provisions of section 95 of the Law.\n(sch.5-sec.25-ssec.2) A person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s shares and the rights and liabilities of membership vest in that person during the period of the appointment.\n(sch.5-sec.25-ssec.3) The liabilities attaching to the shares of a person under bankruptcy or mental incapacity continue in accordance with section 96 of the Law.\n(sch.5-sec.25-ssec.4) Upon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.","sortOrder":32},{"sectionNumber":"sch.5-sec.26","sectionType":"section","heading":"Entitlements and liabilities of person registered as trustee, administrator etc.","content":"### sch.5-sec.26 Entitlements and liabilities of person registered as trustee, administrator etc.\n\nA person becoming entitled to be a shareholder because of the death, bankruptcy or incapacity of the holder is entitled to the dividends and other advantages to which the person would be entitled if he or she were the registered holder of the share or shares. However, before being registered as a member, the person is not entitled to exercise any right conferred by membership in relation to meetings of the co-operative.\nA person registered as holder of the shares of a member who has died, or is bankrupt or incapable of managing his or her affairs, has the same liabilities in relation to the share or shares as those to which the deceased, bankrupt or incapable person would have been liable if he or she had remained a member with full legal capacity.\nThe board has the same right to decline or to suspend registration of a share as it would have had for a transfer of a share by the bankrupt or incapacitated person before the bankruptcy or incapacity.\n(sch.5-sec.26-ssec.1) A person becoming entitled to be a shareholder because of the death, bankruptcy or incapacity of the holder is entitled to the dividends and other advantages to which the person would be entitled if he or she were the registered holder of the share or shares. However, before being registered as a member, the person is not entitled to exercise any right conferred by membership in relation to meetings of the co-operative.\n(sch.5-sec.26-ssec.2) A person registered as holder of the shares of a member who has died, or is bankrupt or incapable of managing his or her affairs, has the same liabilities in relation to the share or shares as those to which the deceased, bankrupt or incapable person would have been liable if he or she had remained a member with full legal capacity.\n(sch.5-sec.26-ssec.3) The board has the same right to decline or to suspend registration of a share as it would have had for a transfer of a share by the bankrupt or incapacitated person before the bankruptcy or incapacity.","sortOrder":33},{"sectionNumber":"sch.5-pt.2-div.7","sectionType":"division","heading":"Transfer of securities other than shares","content":"## Transfer of securities other than shares","sortOrder":34},{"sectionNumber":"sch.5-sec.27","sectionType":"section","heading":"Transfer and transmission of debentures","content":"### sch.5-sec.27 Transfer and transmission of debentures\n\nOn the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\nIf the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\nAn instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\nThe board may decline to recognise an instrument of debenture and may decline to register a debenture unless:\na fee of $ ....... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\nthe instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\nany government stamp duty payable is paid.\nDebentures must be transferred in the following form or in a form approved by the board:\nI, A.B. (the transferor) of .................. in the State/Territory of ................. in consideration of the sum of $ ....... paid to me by C.D (the transferee), of ...................... in the State of ............... transfer to the transferee the debenture(s) numbered ................................... to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s).\nAnd I, the transferee, agree to take the debenture(s) subject to the conditions mentioned.\nDated this .............. day of ........................... 20 .......\nSigned by .................................................. transferor.\nIn the presence of .................................................. witness.\nSigned by .................................................. transferee.\nIn the presence of .................................................. witness.\n(sch.5-sec.27-ssec.1) On the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\n(sch.5-sec.27-ssec.2) If the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\n(sch.5-sec.27-ssec.3) An instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\n(sch.5-sec.27-ssec.4) The board may decline to recognise an instrument of debenture and may decline to register a debenture unless: a fee of $ ....... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and any government stamp duty payable is paid.\n(sch.5-sec.27-ssec.5) Debentures must be transferred in the following form or in a form approved by the board: I, A.B. (the transferor) of .................. in the State/Territory of ................. in consideration of the sum of $ ....... paid to me by C.D (the transferee), of ...................... in the State of ............... transfer to the transferee the debenture(s) numbered ................................... to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s). And I, the transferee, agree to take the debenture(s) subject to the conditions mentioned. Dated this .............. day of ........................... 20 ....... Signed by .................................................. transferor. In the presence of .................................................. witness. Signed by .................................................. transferee. In the presence of .................................................. witness.\n- (a) a fee of $ ....... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\n- (b) the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\n- (c) any government stamp duty payable is paid.","sortOrder":35},{"sectionNumber":"sch.5-sec.28","sectionType":"section","heading":"Issue of CCUs (CNL ss345–354)","content":"### sch.5-sec.28 Issue of CCUs (CNL ss345–354)\n\nThe board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\nEach holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs.\nOR\nEach holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs.\n(strike out whichever is not applicable.)\nThe rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\nThe holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\nThe holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.\nDebenture holders receive notice of meetings of debenture holders, not general meetings of the co-operative.\n(sch.5-sec.28-ssec.1) The board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\n(sch.5-sec.28-ssec.2) Each holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs. OR\n(sch.5-sec.28-ssec.2-oc.2) Each holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs. (strike out whichever is not applicable.)\n(sch.5-sec.28-ssec.3) The rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\n(sch.5-sec.28-ssec.4) The holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\n(sch.5-sec.28-ssec.5) The holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.","sortOrder":36},{"sectionNumber":"sch.5-sec.29","sectionType":"section","heading":"Transfer and transmission of CCUs","content":"### sch.5-sec.29 Transfer and transmission of CCUs\n\nSubject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 27 .\nIf the terms of issue of a CCU differ from rule 27 in respect of the manner of transfer or transmission, the terms of its issue prevail.\n(sch.5-sec.29-ssec.1) Subject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 27 .\n(sch.5-sec.29-ssec.2) If the terms of issue of a CCU differ from rule 27 in respect of the manner of transfer or transmission, the terms of its issue prevail.","sortOrder":37},{"sectionNumber":"sch.5-pt.3","sectionType":"part","heading":"General meetings, resolutions and voting","content":"# General meetings, resolutions and voting","sortOrder":38},{"sectionNumber":"sch.5-sec.30","sectionType":"section","heading":"Annual general meeting (CNL s252)","content":"### sch.5-sec.30 Annual general meeting (CNL s252)\n\nAn annual general meeting must be held each year, at a place and on a date and a time decided by the board, within 5 months after the close of the financial year of the co-operative or within the further time allowed by the Registrar.\nA co-operative may specify particular matters to suit the convenience of members such as time and place, if members are located in a wide geographical area.","sortOrder":39},{"sectionNumber":"sch.5-sec.31","sectionType":"section","heading":"Members’ power to requisition a general meeting (CNL s257)","content":"### sch.5-sec.31 Members’ power to requisition a general meeting (CNL s257)\n\nThe board may, whenever it considers appropriate, call a special general meeting of the co-operative.\nThe board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ........ % ( maximum 20% ) of the total number of votes able to be cast at a meeting of the co-operative.\nThe provisions of section 257 of the Law apply to a meeting requisitioned by members.\nThe board is not required to call a general meeting of members to consider matters that are not matters for decision by the members in general meeting.\n(sch.5-sec.31-ssec.1) The board may, whenever it considers appropriate, call a special general meeting of the co-operative.\n(sch.5-sec.31-ssec.2) The board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ........ % ( maximum 20% ) of the total number of votes able to be cast at a meeting of the co-operative.\n(sch.5-sec.31-ssec.3) The provisions of section 257 of the Law apply to a meeting requisitioned by members.","sortOrder":40},{"sectionNumber":"sch.5-sec.32","sectionType":"section","heading":"Notice of general meetings (CNL ss239, 254 & 611)","content":"### sch.5-sec.32 Notice of general meetings (CNL ss239, 254 & 611)\n\nAt least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given.\nIf there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution.\nIf there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days’ notice of the meeting.\nNotice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative.\nThe auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\nThe notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 33 and, for special business, the general nature of any special business.\nThe notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\nThe notice must be served in the manner provided in the Law or rule 62 .\nSection 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 62 makes additional provision for notice by electronic transmission.\nNon-receipt of the notice does not invalidate the proceedings at the general meeting.\nMembers who together are able to cast at least ...... % ( maximum 20% ) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.\nA co-operative can limit an individual member from proposing a resolution to the general meeting by requiring that there be a minimum number of members proposing the resolution before the matter can be considered. This does not prevent an individual member from requesting that the board propose a particular resolution at the next meeting.\n(sch.5-sec.32-ssec.1) At least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given. If there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution. If there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days’ notice of the meeting.\n(sch.5-sec.32-ssec.2) Notice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative. The auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\n(sch.5-sec.32-ssec.3) The notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 33 and, for special business, the general nature of any special business.\n(sch.5-sec.32-ssec.4) The notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\n(sch.5-sec.32-ssec.5) The notice must be served in the manner provided in the Law or rule 62 . Section 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 62 makes additional provision for notice by electronic transmission. Non-receipt of the notice does not invalidate the proceedings at the general meeting.\n(sch.5-sec.32-ssec.6) Members who together are able to cast at least ...... % ( maximum 20% ) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.","sortOrder":41},{"sectionNumber":"sch.5-sec.33","sectionType":"section","heading":"Business of general meetings","content":"### sch.5-sec.33 Business of general meetings\n\nThe ordinary business of the annual general meeting of a large co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe financial reports of the co-operative for the financial year;\na report on the state of affairs of the co-operative; and\nto approve any payments of fees to directors.\nThe ordinary business of the annual general meeting of a small co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe basic minimum financial statements for the co-operative for the financial year;\na report on the state of affairs of the co-operative;\na directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\nto approve any payments of fees to directors.\nA small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule.\nIf the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations).\nA small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\nThe annual general meeting may also transact special business of which notice has been given to members under these rules.\nAll business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n(sch.5-sec.33-ssec.1) The ordinary business of the annual general meeting of a large co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the financial reports of the co-operative for the financial year; a report on the state of affairs of the co-operative; and to approve any payments of fees to directors.\n(sch.5-sec.33-ssec.2) The ordinary business of the annual general meeting of a small co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the basic minimum financial statements for the co-operative for the financial year; a report on the state of affairs of the co-operative; a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and to approve any payments of fees to directors. A small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule. If the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations). A small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\n(sch.5-sec.33-ssec.3) The annual general meeting may also transact special business of which notice has been given to members under these rules.\n(sch.5-sec.33-ssec.4) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the financial reports of the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; and\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (c) to approve any payments of fees to directors.\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the basic minimum financial statements for the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (c) to approve any payments of fees to directors.\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and","sortOrder":42},{"sectionNumber":"sch.5-sec.34","sectionType":"section","heading":"Quorum at general meetings","content":"### sch.5-sec.34 Quorum at general meetings\n\nAn item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\nUnless these rules state otherwise, .... members present in person, each being entitled to exercise a vote, constitute a quorum.\nIf a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\nIf a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.\n(sch.5-sec.34-ssec.1) An item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\n(sch.5-sec.34-ssec.2) Unless these rules state otherwise, .... members present in person, each being entitled to exercise a vote, constitute a quorum.\n(sch.5-sec.34-ssec.3) If a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\n(sch.5-sec.34-ssec.4) If a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.","sortOrder":43},{"sectionNumber":"sch.5-sec.35","sectionType":"section","heading":"Chairperson at general meetings","content":"### sch.5-sec.35 Chairperson at general meetings\n\nThe chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\nIf there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\nThe chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.\n(sch.5-sec.35-ssec.1) The chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\n(sch.5-sec.35-ssec.2) If there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\n(sch.5-sec.35-ssec.3) The chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.","sortOrder":44},{"sectionNumber":"sch.5-sec.36","sectionType":"section","heading":"Attendance and voting at general meetings (CNL ss228 & 256)","content":"### sch.5-sec.36 Attendance and voting at general meetings (CNL ss228 & 256)\n\nThe right to vote attaches to membership and not shareholding.\nJoint members have only one vote between them.\nEvery joint member is entitled to attend and be heard at a general meeting.\nIn the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\nA resolution, other than a special resolution, must be decided by simple majority.\nThe requirements for a special resolution are in section 239 of the Law.\nSubject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\nA poll may be demanded on any question for decision.\nIf before a vote is taken or before or immediately after the declaration of the result on a show of hands:\nthe chairperson directs that the question is to be determined by a poll; or\nat least 5 members present in person or represented by proxy demand a poll;\nthe question for decision must be determined by a poll.\nThe poll must be taken when and in the manner that the chairperson directs.\nA poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\nOnce the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\nThe result of the vote must be entered in the minute book.\n(sch.5-sec.36-ssec.1) The right to vote attaches to membership and not shareholding.\n(sch.5-sec.36-ssec.2) Joint members have only one vote between them.\n(sch.5-sec.36-ssec.3) Every joint member is entitled to attend and be heard at a general meeting.\n(sch.5-sec.36-ssec.4) In the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\n(sch.5-sec.36-ssec.5) A resolution, other than a special resolution, must be decided by simple majority. The requirements for a special resolution are in section 239 of the Law.\n(sch.5-sec.36-ssec.6) Subject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\n(sch.5-sec.36-ssec.7) A poll may be demanded on any question for decision.\n(sch.5-sec.36-ssec.8) If before a vote is taken or before or immediately after the declaration of the result on a show of hands: the chairperson directs that the question is to be determined by a poll; or at least 5 members present in person or represented by proxy demand a poll; the question for decision must be determined by a poll.\n(sch.5-sec.36-ssec.9) The poll must be taken when and in the manner that the chairperson directs.\n(sch.5-sec.36-ssec.10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\n(sch.5-sec.36-ssec.11) Once the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\n(sch.5-sec.36-ssec.12) The result of the vote must be entered in the minute book.\n- (a) the chairperson directs that the question is to be determined by a poll; or\n- (b) at least 5 members present in person or represented by proxy demand a poll;","sortOrder":45},{"sectionNumber":"sch.5-sec.37","sectionType":"section","heading":"Voting on a show of hands (CNL ss234 & 256)","content":"### sch.5-sec.37 Voting on a show of hands (CNL ss234 & 256)\n\nOn a show of hands at a general meeting, each member:\npresent; or\nrepresented by a non-member acting under a power of attorney; or\nrepresented by a non-member appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nmay exercise only one vote.\n- (a) present; or\n- (b) represented by a non-member acting under a power of attorney; or\n- (c) represented by a non-member appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":46},{"sectionNumber":"sch.5-sec.38","sectionType":"section","heading":"Voting on a poll","content":"### sch.5-sec.38 Voting on a poll\n\nOn a poll called at a general meeting, each member:\npresent; or\nrepresented by a person acting under a power of attorney; or\nrepresented by a person appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nhas one vote.\nA person can hold an unlimited number of proxies unless the rules restrict the number of proxies any one person can hold. If the vote on a show of hands is likely not to represent the views of the members who have given a proxy, a poll may be demanded. Section 256 (2) of the Law provides that a question is to be decided by a poll if a poll is required by the chairperson of the meeting or by any 5 members present at the meeting or represented at the meeting by proxy.\nMost decisions are made by ordinary resolution, but in certain cases the Law requires a special resolution.\n- (a) present; or\n- (b) represented by a person acting under a power of attorney; or\n- (c) represented by a person appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":47},{"sectionNumber":"sch.5-sec.39","sectionType":"section","heading":"Determining the outcome where equality of votes (s228)","content":"### sch.5-sec.39 Determining the outcome where equality of votes (s228)\n\nThis rule applies where the votes in favour and against a resolution are equal.\nIf the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\nIf the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.\n(sch.5-sec.39-ssec.1) This rule applies where the votes in favour and against a resolution are equal.\n(sch.5-sec.39-ssec.2) If the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\n(sch.5-sec.39-ssec.3) If the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.","sortOrder":48},{"sectionNumber":"sch.5-sec.40","sectionType":"section","heading":"Proxy votes (s229)","content":"### sch.5-sec.40 Proxy votes (s229)\n\nThe rules of the co-operative may or may not permit proxy voting. Section 229 of the Law requires a proxy to be an active member of the co-operative (or, in the case of a co-operative group, to be entitled to represent a member of the group).\nIf the co-operative wishes to prohibit proxy voting, the following rule is suitable:\nVoting by proxy is not permitted at a general meeting.\nIf the co-operative wishes to permit proxy voting, the following rule is suitable:\nVoting may be by proxy at a general meeting.\nThe instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\nAn instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\nA person may be appointed as a proxy by more than one member.\nThe rules may impose a limit on the number of members for whom a proxy may act.\nAn instrument appointing a proxy may be in the following form, or another form the board approves:\n................................ (name of co-operative)\nI/We ............ (name) of .......................... (address) being a member(s) of the co-operative appoint ....................... (name) of ........................... (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the ............ day of ..................... 20......... and at any adjournment of the meeting.\n#This form is to be used *in favour/*against the resolution.\nSigned this ....................... day of ....................... 20..........\n*Strike out if not applicable.\n#To be inserted if desired.\nThe form may also set out the resolutions with provision for the member to give direction to the proxy.\nAn instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\nA vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.\n(sch.5-sec.40-ssec.1) Voting may be by proxy at a general meeting.\n(sch.5-sec.40-ssec.2) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\n(sch.5-sec.40-ssec.3) An instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\n(sch.5-sec.40-ssec.4) A person may be appointed as a proxy by more than one member. The rules may impose a limit on the number of members for whom a proxy may act.\n(sch.5-sec.40-ssec.5) An instrument appointing a proxy may be in the following form, or another form the board approves: ................................ (name of co-operative) I/We ............ (name) of .......................... (address) being a member(s) of the co-operative appoint ....................... (name) of ........................... (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the ............ day of ..................... 20......... and at any adjournment of the meeting. #This form is to be used *in favour/*against the resolution. Signed this ....................... day of ....................... 20.......... *Strike out if not applicable. #To be inserted if desired. The form may also set out the resolutions with provision for the member to give direction to the proxy.\n(sch.5-sec.40-ssec.6) An instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\n(sch.5-sec.40-ssec.7) A vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.","sortOrder":49},{"sectionNumber":"sch.5-sec.41","sectionType":"section","heading":"Postal ballots (other than special postal ballots) (CNL ss247 & 250)","content":"### sch.5-sec.41 Postal ballots (other than special postal ballots) (CNL ss247 & 250)\n\nThe rules may require some decisions to be made by postal ballot.\nSection 250 of the Law provides that members may require a matter to be decided by a postal ballot. The following rule will facilitate a postal ballot in these situations.\nA postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot.\nRequisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\nIf a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\nA postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\nThe board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members giving:\nparticulars of the business in relation to which the postal ballot is being conducted; and\nan explanation of how to lodge a valid vote and the majority required to pass the vote; and\nnotice of the closing date and closing time of the postal ballot;\nand must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\nThis rule does not apply in relation to special postal ballots.\n(sch.5-sec.41-ssec.1) A postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot. Requisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\n(sch.5-sec.41-ssec.2) If a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\n(sch.5-sec.41-ssec.3) A postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\n(sch.5-sec.41-ssec.4) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.5-sec.41-ssec.5) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.5-sec.41-ssec.6) The board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\n(sch.5-sec.41-ssec.7) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members giving: particulars of the business in relation to which the postal ballot is being conducted; and an explanation of how to lodge a valid vote and the majority required to pass the vote; and notice of the closing date and closing time of the postal ballot; and must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\n(sch.5-sec.41-ssec.8) This rule does not apply in relation to special postal ballots.\n- (a) particulars of the business in relation to which the postal ballot is being conducted; and\n- (b) an explanation of how to lodge a valid vote and the majority required to pass the vote; and\n- (c) notice of the closing date and closing time of the postal ballot;","sortOrder":50},{"sectionNumber":"sch.5-sec.42","sectionType":"section","heading":"Special postal ballots (CNL ss248 & 249)","content":"### sch.5-sec.42 Special postal ballots (CNL ss248 & 249)\n\nA special postal ballot is required by the Law for certain specified decisions. The majority required to pass a special postal ballot is 75%. A special postal ballot is governed by the provisions of the Law and the National Regulations as well as these rules.\nThis rule applies where a special postal ballot is required.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.5-sec.42-ssec.1) This rule applies where a special postal ballot is required.\n(sch.5-sec.42-ssec.2) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\n(sch.5-sec.42-ssec.3) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.5-sec.42-ssec.4) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.","sortOrder":51},{"sectionNumber":"sch.5-sec.43","sectionType":"section","heading":"Special resolutions (CNL ss238–241)","content":"### sch.5-sec.43 Special resolutions (CNL ss238–241)\n\nA special resolution is a resolution that is passed:\nby a two-thirds majority at a general meeting; or\nby a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\nby a three-quarters majority in a special postal ballot of members.\nA notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\nThe notice of special resolution must state:\nthe intention to propose the special resolution; and\nthe reasons for proposing the special resolution; and\nthe effect of the special resolution being passed.\nVoting majorities for ordinary and special resolutions and special postal ballots are defined in the Law along with how a majority is counted and the requirements for registration of special resolutions.\n(sch.5-sec.43-ssec.1) A special resolution is a resolution that is passed: by a two-thirds majority at a general meeting; or by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or by a three-quarters majority in a special postal ballot of members.\n(sch.5-sec.43-ssec.2) A notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\n(sch.5-sec.43-ssec.3) The notice of special resolution must state: the intention to propose the special resolution; and the reasons for proposing the special resolution; and the effect of the special resolution being passed.\n- (a) by a two-thirds majority at a general meeting; or\n- (b) by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\n- (c) by a three-quarters majority in a special postal ballot of members.\n- (a) the intention to propose the special resolution; and\n- (b) the reasons for proposing the special resolution; and\n- (c) the effect of the special resolution being passed.","sortOrder":52},{"sectionNumber":"sch.5-pt.4","sectionType":"part","heading":"Board of directors","content":"# Board of directors","sortOrder":53},{"sectionNumber":"sch.5-sec.44","sectionType":"section","heading":"Board (CNL s172)","content":"### sch.5-sec.44 Board (CNL s172)\n\nThe business of the co-operative is to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting.\nThe rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\nThe board must have ............ directors.\n(sch.5-sec.44-ssec.1) The business of the co-operative is to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting. The rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\n(sch.5-sec.44-ssec.2) The board must have ............ directors.","sortOrder":54},{"sectionNumber":"sch.5-sec.45","sectionType":"section","heading":"Qualifications of directors (CNL s174)","content":"### sch.5-sec.45 Qualifications of directors (CNL s174)\n\nA person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either:\nan active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\nnot an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\nA person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\nThe board of directors must have a majority of member directors.\n(sch.5-sec.45-ssec.1) A person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either: an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\n(sch.5-sec.45-ssec.2) A person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\n(sch.5-sec.45-ssec.3) The board of directors must have a majority of member directors.\n- (a) an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\n- (b) not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.","sortOrder":55},{"sectionNumber":"sch.5-sec.46","sectionType":"section","heading":"Chief executive officer (CNL ss172 & 178)","content":"### sch.5-sec.46 Chief executive officer (CNL ss172 & 178)\n\nThe board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\nThe appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\nThe conditions and the period of appointment including termination must be decided by the board.\nThe chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\nThe chief executive officer cannot be required to be an active member of the co-operative.\nIn the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.\n(sch.5-sec.46-ssec.1) The board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\n(sch.5-sec.46-ssec.2) The appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\n(sch.5-sec.46-ssec.3) The conditions and the period of appointment including termination must be decided by the board.\n(sch.5-sec.46-ssec.4) The chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\n(sch.5-sec.46-ssec.5) The chief executive officer cannot be required to be an active member of the co-operative.\n(sch.5-sec.46-ssec.6) In the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.","sortOrder":56},{"sectionNumber":"sch.5-sec.47","sectionType":"section","heading":"First directors and election of directors (CNL ss173 & 179)","content":"### sch.5-sec.47 First directors and election of directors (CNL ss173 & 179)\n\nThe first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law).\nUnder section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\nThe term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.\nThe rules may require that directors’ terms are of different length to enable rotational retirement.\nThe term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\nThe members of the board are to be elected in the manner specified in this rule.\nAt an annual general meeting at which a director retires, the vacated office may be filled in the following manner:\nAt least 6 weeks before an annual general meeting, the board must:\nnotify all members of the number of directors retiring at the annual general meeting; and\nadvise the members of:\ntheir eligibility to nominate as a director; and\nthe duties and responsibilities of a director; and\nthe anticipated remuneration (if any); and\nthe nomination and election procedures.\nA notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\nA nomination must:\nbe signed by 2 or more members; and\nprovide details of the qualifications and experience of the person nominated; and\nbe accompanied by a notice in writing signed by the nominee consenting to their nomination.\nThe nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\nThe secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include:\nthe nominee’s name; and\nthe nominee’s qualifications and experience; and\nthe nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\nIf the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\nIf there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\nIf the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows:\nA returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\nAll nominees are to be listed on the ballot form in alphabetical order.\nThe returning officer is responsible for determining the validity of and counting of the votes.\nIf there is an equality of votes, the outcome must be determined by lot.\nThe returning officer is to declare the election results.\nIf any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 50 .\nA co-operative may specify other procedures in the rules to suit the particular circumstances of the co-operative.\n(sch.5-sec.47-ssec.1) The first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law). Under section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\n(sch.5-sec.47-ssec.2) The term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting. The rules may require that directors’ terms are of different length to enable rotational retirement.\n(sch.5-sec.47-ssec.3) The term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\n(sch.5-sec.47-ssec.4) The members of the board are to be elected in the manner specified in this rule.\n(sch.5-sec.47-ssec.5) At an annual general meeting at which a director retires, the vacated office may be filled in the following manner: At least 6 weeks before an annual general meeting, the board must: notify all members of the number of directors retiring at the annual general meeting; and advise the members of: their eligibility to nominate as a director; and the duties and responsibilities of a director; and the anticipated remuneration (if any); and the nomination and election procedures. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors. A nomination must: be signed by 2 or more members; and provide details of the qualifications and experience of the person nominated; and be accompanied by a notice in writing signed by the nominee consenting to their nomination. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: the nominee’s name; and the nominee’s qualifications and experience; and the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n(sch.5-sec.47-ssec.6) If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\n(sch.5-sec.47-ssec.7) If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\n(sch.5-sec.47-ssec.8) If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows: A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer. All nominees are to be listed on the ballot form in alphabetical order. The returning officer is responsible for determining the validity of and counting of the votes. If there is an equality of votes, the outcome must be determined by lot. The returning officer is to declare the election results.\n(sch.5-sec.47-ssec.9) If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 50 .\n- (a) At least 6 weeks before an annual general meeting, the board must: (i) notify all members of the number of directors retiring at the annual general meeting; and (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (b) A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\n- (c) A nomination must: (i) be signed by 2 or more members; and (ii) provide details of the qualifications and experience of the person nominated; and (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (d) The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\n- (e) The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: (i) the nominee’s name; and (ii) the nominee’s qualifications and experience; and (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (a) A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\n- (b) All nominees are to be listed on the ballot form in alphabetical order.\n- (c) The returning officer is responsible for determining the validity of and counting of the votes.\n- (d) If there is an equality of votes, the outcome must be determined by lot.\n- (e) The returning officer is to declare the election results.","sortOrder":57},{"sectionNumber":"sch.5-sec.48","sectionType":"section","heading":"Removal from office of director (CNL s180)","content":"### sch.5-sec.48 Removal from office of director (CNL s180)\n\nThe co-operative may by resolution under section 180 of the Law, with special notice as required by that section, remove a director before the end of the director’s period of office, and may by a simple majority appoint another person in place of the removed director. The person appointed must retire when the removed director would otherwise have retired.","sortOrder":58},{"sectionNumber":"sch.5-sec.49","sectionType":"section","heading":"Vacation of office of director (CNL s179)","content":"### sch.5-sec.49 Vacation of office of director (CNL s179)\n\nIn addition to the circumstances set out in the Law, a director vacates office if the director dies.\nIf a co-operative wishes to specify circumstances other than those set out in section 179 of the Law or in this rule, those circumstances should be specified as additions to this rule.","sortOrder":59},{"sectionNumber":"sch.5-sec.50","sectionType":"section","heading":"Casual vacancies and alternate directors (CNL ss173 & 177)","content":"### sch.5-sec.50 Casual vacancies and alternate directors (CNL ss173 & 177)\n\nThe board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\nThe board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\nA person is not qualified to be appointed as an alternate director for:\na member director—unless the person is qualified for appointment as a member director; or\na non-member director—unless the person is qualified for appointment as a non-member director.\nAn alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\nAn alternate director for a director (the principal director ) vacates office:\nin similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\nif the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n(sch.5-sec.50-ssec.1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\n(sch.5-sec.50-ssec.2) The board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\n(sch.5-sec.50-ssec.3) A person is not qualified to be appointed as an alternate director for: a member director—unless the person is qualified for appointment as a member director; or a non-member director—unless the person is qualified for appointment as a non-member director.\n(sch.5-sec.50-ssec.4) An alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\n(sch.5-sec.50-ssec.5) An alternate director for a director (the principal director ) vacates office: in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n- (a) a member director—unless the person is qualified for appointment as a member director; or\n- (b) a non-member director—unless the person is qualified for appointment as a non-member director.\n- (a) in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\n- (b) if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).","sortOrder":60},{"sectionNumber":"sch.5-sec.51","sectionType":"section","heading":"Remuneration of directors (CNL s203)","content":"### sch.5-sec.51 Remuneration of directors (CNL s203)\n\nDirectors’ remuneration must comply with the provisions of the Law.\nRemuneration for directors is strictly controlled under the Law and requires the approval of the co-operative in general meeting. However, it is possible for a co-operative to specify in its rules that a director will receive particular remuneration if this is appropriate. It may still be necessary to obtain ratification or approval at a general meeting even in respect of specified remuneration under the rules.\nAn alternate director is treated as a director under the Law, and remuneration of an alternate director is subject to the same restrictions under the Law.","sortOrder":61},{"sectionNumber":"sch.5-sec.52","sectionType":"section","heading":"Proceedings of the board (CNL ss175 & 176)","content":"### sch.5-sec.52 Proceedings of the board (CNL ss175 & 176)\n\nMeetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\nA meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\nQuestions arising at a meeting must be decided by a majority of votes.\nIf votes are equal, the chairperson, if a member director, has a second or casting vote.\nOther than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.\n(sch.5-sec.52-ssec.1) Meetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\n(sch.5-sec.52-ssec.2) A meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\n(sch.5-sec.52-ssec.3) Questions arising at a meeting must be decided by a majority of votes.\n(sch.5-sec.52-ssec.4) If votes are equal, the chairperson, if a member director, has a second or casting vote.\n(sch.5-sec.52-ssec.5) Other than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.","sortOrder":62},{"sectionNumber":"sch.5-sec.53","sectionType":"section","heading":"Quorum for board meetings (CNL s175)","content":"### sch.5-sec.53 Quorum for board meetings (CNL s175)\n\nThe quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half).\nThe co-operative may specify in the rules a greater percentage than 50% for a quorum.\nFor a quorum, the number of member directors must outnumber the non-member directors by at least one.\nThe co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.\n(sch.5-sec.53-ssec.1) The quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half). The co-operative may specify in the rules a greater percentage than 50% for a quorum.\n(sch.5-sec.53-ssec.2) For a quorum, the number of member directors must outnumber the non-member directors by at least one. The co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.","sortOrder":63},{"sectionNumber":"sch.5-sec.54","sectionType":"section","heading":"Chairperson of board","content":"### sch.5-sec.54 Chairperson of board\n\nThe chairperson of the board is to be elected by the board.\nThe rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\nIf no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\nThe chairperson may be removed, and a new chairperson elected, by:\nordinary resolution of the board, unless paragraph (b) applies; or\nordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.\nSubrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n(sch.5-sec.54-ssec.1) The chairperson of the board is to be elected by the board. The rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\n(sch.5-sec.54-ssec.2) If no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\n(sch.5-sec.54-ssec.3) The chairperson may be removed, and a new chairperson elected, by: ordinary resolution of the board, unless paragraph (b) applies; or ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative. Subrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n- (a) ordinary resolution of the board, unless paragraph (b) applies; or\n- (b) ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.","sortOrder":64},{"sectionNumber":"sch.5-sec.55","sectionType":"section","heading":"Delegation and board committees (CNL s178)","content":"### sch.5-sec.55 Delegation and board committees (CNL s178)\n\nThe board may by resolution delegate to:\na director; or\na committee of 2 or more directors; or\na committee of members of the co-operative; or\na committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\na committee of directors and other persons;\nthe exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\nA power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\nA delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\nDespite any delegation under this rule, the board may continue to exercise the power delegated.\nIf a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\nA committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\nA committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n(sch.5-sec.55-ssec.1) The board may by resolution delegate to: a director; or a committee of 2 or more directors; or a committee of members of the co-operative; or a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\n(sch.5-sec.55-ssec.2) A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\n(sch.5-sec.55-ssec.3) A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\n(sch.5-sec.55-ssec.4) Despite any delegation under this rule, the board may continue to exercise the power delegated.\n(sch.5-sec.55-ssec.5) If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\n(sch.5-sec.55-ssec.6) A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\n(sch.5-sec.55-ssec.7) A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n- (a) a director; or\n- (b) a committee of 2 or more directors; or\n- (c) a committee of members of the co-operative; or\n- (d) a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\n- (e) a committee of directors and other persons;","sortOrder":65},{"sectionNumber":"sch.5-sec.56","sectionType":"section","heading":"Other committees","content":"### sch.5-sec.56 Other committees\n\nThe board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\nRule 55 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\nThe quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).\n(sch.5-sec.56-ssec.1) The board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\n(sch.5-sec.56-ssec.2) Rule 55 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\n(sch.5-sec.56-ssec.3) The quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).","sortOrder":66},{"sectionNumber":"sch.5-sec.57","sectionType":"section","heading":"Minutes","content":"### sch.5-sec.57 Minutes\n\nThe board must keep minutes of meetings and, in particular, of:\nall appointments of officers and employees made by the directors; and\nthe names of the directors present at each meeting of the board and of a committee of the board; and\nall resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.\nSection 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\nMinutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\nThe minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n(sch.5-sec.57-ssec.1) The board must keep minutes of meetings and, in particular, of: all appointments of officers and employees made by the directors; and the names of the directors present at each meeting of the board and of a committee of the board; and all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors. Section 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\n(sch.5-sec.57-ssec.2) Minutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\n(sch.5-sec.57-ssec.3) The minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n- (a) all appointments of officers and employees made by the directors; and\n- (b) the names of the directors present at each meeting of the board and of a committee of the board; and\n- (c) all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.","sortOrder":67},{"sectionNumber":"sch.5-pt.5","sectionType":"part","heading":"Rules","content":"# Rules","sortOrder":68},{"sectionNumber":"sch.5-sec.58","sectionType":"section","heading":"Amendments and copies of rules (CNL ss57 & 60–63)","content":"### sch.5-sec.58 Amendments and copies of rules (CNL ss57 & 60–63)\n\nAny amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.\nSection 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\nA proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\nA member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative.\nThe rule could instead provide that the fee payable by a member for a copy of the rules is nil (for example, for a copy that is provided electronically to the member). In any case, the fee cannot be greater than the fee that would be charged if the member obtained a copy from the Registrar.\n(sch.5-sec.58-ssec.1) Any amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution. Section 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\n(sch.5-sec.58-ssec.2) A proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\n(sch.5-sec.58-ssec.3) A member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative.","sortOrder":69},{"sectionNumber":"sch.5-pt.6","sectionType":"part","heading":"Administrative matters","content":"# Administrative matters","sortOrder":70},{"sectionNumber":"sch.5-sec.59","sectionType":"section","heading":"Seal (CNL ss49 & 223)","content":"### sch.5-sec.59 Seal (CNL ss49 & 223)\n\nThis rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\nThe co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\nThe co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\nThe seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.\n(sch.5-sec.59-ssec.1) This rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\n(sch.5-sec.59-ssec.2) The co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\n(sch.5-sec.59-ssec.3) The co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\n(sch.5-sec.59-ssec.4) The seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.","sortOrder":71},{"sectionNumber":"sch.5-sec.60","sectionType":"section","heading":"Inspection of records and registers (CNL ss214 & 215)","content":"### sch.5-sec.60 Inspection of records and registers (CNL ss214 & 215)\n\nMembers of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge.\nThe rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations.\nMembers and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\nMembers do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.\n(sch.5-sec.60-ssec.1) Members of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge. The rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations. Members and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\n(sch.5-sec.60-ssec.2) Members do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.","sortOrder":72},{"sectionNumber":"sch.5-sec.61","sectionType":"section","heading":"Safe keeping of securities","content":"### sch.5-sec.61 Safe keeping of securities\n\nShares, debentures, charges and any other certificates or documents or duplicates of them pertaining to securities must be safely kept by the co-operative in the way and with the provision for their security as the board directs.","sortOrder":73},{"sectionNumber":"sch.5-sec.62","sectionType":"section","heading":"Notices to members (CNL s611)","content":"### sch.5-sec.62 Notices to members (CNL s611)\n\nThis rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\nA notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details.\nLegislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\nIf a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\nA notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\nA notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\nA notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and:\nthe address should be that supplied for the purpose by the person claiming to be entitled; or\nif no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n(sch.5-sec.62-ssec.1) This rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\n(sch.5-sec.62-ssec.2) A notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details. Legislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\n(sch.5-sec.62-ssec.3) If a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\n(sch.5-sec.62-ssec.4) A notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\n(sch.5-sec.62-ssec.5) A notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\n(sch.5-sec.62-ssec.6) A notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and: the address should be that supplied for the purpose by the person claiming to be entitled; or if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n- (a) the address should be that supplied for the purpose by the person claiming to be entitled; or\n- (b) if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.","sortOrder":74},{"sectionNumber":"sch.5-pt.7","sectionType":"part","heading":"Accounting and financial matters","content":"# Accounting and financial matters","sortOrder":75},{"sectionNumber":"sch.5-sec.63","sectionType":"section","heading":"Financial year","content":"### sch.5-sec.63 Financial year\n\nThe financial year of the co-operative ends on ................ (insert day and month) .","sortOrder":76},{"sectionNumber":"sch.5-sec.64","sectionType":"section","heading":"Accounts","content":"### sch.5-sec.64 Accounts\n\nThe board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\nAll cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\nThe operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\nFor the purposes of this rule, an authorised person is:\na director; or\na person approved by the board.\n(sch.5-sec.64-ssec.1) The board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\n(sch.5-sec.64-ssec.2) All cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\n(sch.5-sec.64-ssec.3) The operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\n(sch.5-sec.64-ssec.4) For the purposes of this rule, an authorised person is: a director; or a person approved by the board.\n- (a) a director; or\n- (b) a person approved by the board.","sortOrder":77},{"sectionNumber":"sch.5-sec.65","sectionType":"section","heading":"Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)","content":"### sch.5-sec.65 Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)\n\nIf a co-operative is a small co-operative in a particular financial year, there is no requirement to appoint an auditor, unless the co-operative is directed to prepare audited or reviewed financial statements by its members or by the Registrar. A small co-operative may choose to appoint an auditor or a reviewer to have its financial statements to members either audited or reviewed each financial year where there is no direction from members or the Registrar.\nA review may be carried out by a person who:\nis a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\nis a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\nis a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body\nLarge co-operatives are required to appoint an auditor in accordance with the procedures under the Law. A large co-operative is one that is not classified as a small co-operative under the National Regulations.\nThe following rule is suitable for a small co-operative that wishes to require its financial statements be either audited or reviewed.\nThe co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\nAn auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\nThe appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\nThe co-operative may appoint another auditor / reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\nThe provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\nSee section 310 of the Law regarding the removal and resignation of auditors.\n(sch.5-sec.65-ssec.1) The co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\n(sch.5-sec.65-ssec.2) An auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\n(sch.5-sec.65-ssec.3) The appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\n(sch.5-sec.65-ssec.4) The co-operative may appoint another auditor / reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\n(sch.5-sec.65-ssec.5) The provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\n- • is a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\n- • is a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\n- • is a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body","sortOrder":78},{"sectionNumber":"sch.5-sec.66","sectionType":"section","heading":"Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)","content":"### sch.5-sec.66 Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)\n\nIf a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may be) within one month of the direction.\nAn auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.\n(sch.5-sec.66-ssec.1) If a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may be) within one month of the direction.\n(sch.5-sec.66-ssec.2) An auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.","sortOrder":79},{"sectionNumber":"sch.5-sec.67","sectionType":"section","heading":"Disposal of surplus funds during a financial year (CNL ss355–358)","content":"### sch.5-sec.67 Disposal of surplus funds during a financial year (CNL ss355–358)\n\nThe co-operative may dispose of any surplus arising in a financial year arising from the business of the co-operative in the manner authorised under the Law as determined by the board.\nA part of the surplus, but not more than ........%, arising in any year from the business of the co-operative may be applied for:\ncharitable purposes; or\nsupporting any activity approved by the co-operative.\n(sch.5-sec.67-ssec.1) The co-operative may dispose of any surplus arising in a financial year arising from the business of the co-operative in the manner authorised under the Law as determined by the board.\n(sch.5-sec.67-ssec.2) A part of the surplus, but not more than ........%, arising in any year from the business of the co-operative may be applied for: charitable purposes; or supporting any activity approved by the co-operative.\n- (a) charitable purposes; or\n- (b) supporting any activity approved by the co-operative.","sortOrder":80},{"sectionNumber":"sch.5-sec.68","sectionType":"section","heading":"Provision for loss","content":"### sch.5-sec.68 Provision for loss\n\nThe board must make appropriate provision for losses in the co-operative’s accounts and when reporting to members is to indicate whether the loss is expected to continue and whether there is any real prejudice to the co-operative’s solvency.","sortOrder":81},{"sectionNumber":"sch.5-sec.69","sectionType":"section","heading":"Financial reports to members (CNL Part 3.3 )","content":"### sch.5-sec.69 Financial reports to members (CNL Part 3.3 )\n\nThe co-operative must prepare financial reports and statements in accordance with the Law, the National Regulations and these rules.\nThe financial reports or statements required by the Law to be given to members vary according to the size of a co-operative in a given year. Large co-operatives are required to prepare and lodge with the Registrar full audited financial reports as set out in Part 3.3 of the Law. Small co-operatives are not required to lodge financial reports with the Registrar but are required to lodge an annual return under section 293 of the Law and provide members with basic minimum financial statements set out in the National Regulations. If the basic minimum reports prescribed in the National Regulations are not considered sufficient for a particular co-operative, the rules may include additional financial statements or information.","sortOrder":82},{"sectionNumber":"sch.5-pt.8","sectionType":"part","heading":"Winding up","content":"# Winding up","sortOrder":83},{"sectionNumber":"sch.5-sec.70","sectionType":"section","heading":"Winding up (CNL Part 4.5 )","content":"### sch.5-sec.70 Winding up (CNL Part 4.5 )\n\nThe winding up of the co-operative must be in accordance with Part 4.5 of the Law.\nIf on the winding up or dissolution there remains any property after the satisfaction of all the co-operative’s debts and liabilities (including the refund of the amounts paid up on the shares), this must be paid to, or distributed among, the members of the co-operative ...................... (in proportion to the amount of business conducted with the co-operative over the past ............ years)/(in proportion to the member’s shareholdings). [strike out whichever is inapplicable]\nIf on the winding up or dissolution there is a deficiency, members are liable to contribute towards the deficiency to the extent of any amount unpaid on the shares held by the member and any charges payable by the member to the co-operative as required by these rules.\n(sch.5-sec.70-ssec.1) The winding up of the co-operative must be in accordance with Part 4.5 of the Law.\n(sch.5-sec.70-ssec.2) If on the winding up or dissolution there remains any property after the satisfaction of all the co-operative’s debts and liabilities (including the refund of the amounts paid up on the shares), this must be paid to, or distributed among, the members of the co-operative ...................... (in proportion to the amount of business conducted with the co-operative over the past ............ years)/(in proportion to the member’s shareholdings). [strike out whichever is inapplicable]\n(sch.5-sec.70-ssec.3) If on the winding up or dissolution there is a deficiency, members are liable to contribute towards the deficiency to the extent of any amount unpaid on the shares held by the member and any charges payable by the member to the co-operative as required by these rules.","sortOrder":84},{"sectionNumber":"sch.6-pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":85},{"sectionNumber":"sch.6-sec.1","sectionType":"section","heading":"Application of these rules","content":"### sch.6-sec.1 Application of these rules\n\nThese rules are the rules of the ............... (insert name of co-operative) .","sortOrder":86},{"sectionNumber":"sch.6-sec.2","sectionType":"section","heading":"Definitions","content":"### sch.6-sec.2 Definitions\n\nIn these rules:\nballot paper means a ballot paper in paper or electronic form.\nbasic minimum financial statements means the financial statement required of a small co-operative under the National Regulations.\nboard means the board of the co-operative.\nCNL is a reference to the Co-operatives National Law as applying in this jurisdiction.\ndirector means a director of the co-operative.\nmember means a member of the co-operative.\nmember director and non-member director —see section 174 of the Law and rule 37 .\nstandard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post.\nthe co-operative means the ....................... (insert name of co-operative) .\nthe Law means the Co-operatives National Law as applying in this jurisdiction.\nthe National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\nExcept so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.\n(sch.6-sec.2-ssec.1) In these rules: ballot paper means a ballot paper in paper or electronic form. basic minimum financial statements means the financial statement required of a small co-operative under the National Regulations. board means the board of the co-operative. CNL is a reference to the Co-operatives National Law as applying in this jurisdiction. director means a director of the co-operative. member means a member of the co-operative. member director and non-member director —see section 174 of the Law and rule 37 . standard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post. the co-operative means the ....................... (insert name of co-operative) . the Law means the Co-operatives National Law as applying in this jurisdiction. the National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\n(sch.6-sec.2-ssec.2) Except so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.","sortOrder":87},{"sectionNumber":"sch.6-sec.3","sectionType":"section","heading":"Name of the co-operative (CNL ss220–222 & 224)","content":"### sch.6-sec.3 Name of the co-operative (CNL ss220–222 & 224)\n\nThe name of the co-operative is ...................... (insert name of co-operative) .","sortOrder":88},{"sectionNumber":"sch.6-pt.2","sectionType":"part","heading":"Membership","content":"# Membership","sortOrder":89},{"sectionNumber":"sch.6-pt.2-div.1","sectionType":"division","heading":"Membership generally","content":"## Membership generally","sortOrder":90},{"sectionNumber":"sch.6-sec.4","sectionType":"section","heading":"Active membership provisions (CNL ss112(2), 144, 148 & 156–166)","content":"### sch.6-sec.4 Active membership provisions (CNL ss112(2), 144, 148 & 156–166)\n\nPrimary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are:\n.................................................\n.................................................\nActive membership requirements A member must\n.................................................\n.................................................\nto establish and maintain active membership of the co-operative.\nFailure to maintain active membership may lead to cancellation of membership (see rule 16 ).\n(sch.6-sec.4-ssec.1) Primary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are: ................................................. .................................................\n(sch.6-sec.4-ssec.2) Active membership requirements A member must ................................................. ................................................. to establish and maintain active membership of the co-operative.","sortOrder":91},{"sectionNumber":"sch.6-sec.5","sectionType":"section","heading":"Qualifications for membership (CNL s112)","content":"### sch.6-sec.5 Qualifications for membership (CNL s112)\n\nA person qualifies for membership of the co-operative if the person is able to use or contribute to the services of the co-operative.\nInsert here any other membership qualifications. For example, a housing co-operative may require members to qualify for housing assistance under other government regulations.","sortOrder":92},{"sectionNumber":"sch.6-sec.6","sectionType":"section","heading":"Entry fees and regular subscriptions (CNL s124)","content":"### sch.6-sec.6 Entry fees and regular subscriptions (CNL s124)\n\nThe entry fee for an application for membership is ............\nThere does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\nThe regular subscription (also known as a periodic membership fee) is .................\nThere need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.\n(sch.6-sec.6-ssec.1) The entry fee for an application for membership is ............ There does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\n(sch.6-sec.6-ssec.2) The regular subscription (also known as a periodic membership fee) is ................. There need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.","sortOrder":93},{"sectionNumber":"sch.6-sec.7","sectionType":"section","heading":"Membership applications","content":"### sch.6-sec.7 Membership applications\n\nApplications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by payment of any applicable entry fee or subscription set under rule 6 .\nEvery application must be considered by the board.\nIf the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\nThe applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\nThe board may, at its discretion, refuse an application for membership.\nThe board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.\n(sch.6-sec.7-ssec.1) Applications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by payment of any applicable entry fee or subscription set under rule 6 .\n(sch.6-sec.7-ssec.2) Every application must be considered by the board.\n(sch.6-sec.7-ssec.3) If the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\n(sch.6-sec.7-ssec.4) The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\n(sch.6-sec.7-ssec.5) The board may, at its discretion, refuse an application for membership.\n(sch.6-sec.7-ssec.6) The board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.","sortOrder":94},{"sectionNumber":"sch.6-sec.8","sectionType":"section","heading":"Cessation of membership (CNL s117)","content":"### sch.6-sec.8 Cessation of membership (CNL s117)\n\nA person ceases to be a member in either of the following circumstances:\nif the membership ceases in any circumstances specified in section 117 of the Law;\nif the member no longer qualifies for membership under rule 5 .\n- (a) if the membership ceases in any circumstances specified in section 117 of the Law;\n- (b) if the member no longer qualifies for membership under rule 5 .","sortOrder":95},{"sectionNumber":"sch.6-sec.9","sectionType":"section","heading":"Expulsion of members (CNL s117)","content":"### sch.6-sec.9 Expulsion of members (CNL s117)\n\nA member may be expelled from the co-operative by special resolution to the effect:\nthat the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\nthat the member has acted in a way that has:\nprevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\nbrought the co-operative into disrepute; or\nbeen contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\nWritten notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\nAt the general meeting when the special resolution for expulsion is proposed the following procedures apply:\nat the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\nif the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\nonce the alleged conduct is considered, the co-operative may decide to expel the member concerned;\nthe co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\na motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\nExpulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\nAn expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\n(sch.6-sec.9-ssec.1) A member may be expelled from the co-operative by special resolution to the effect: that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or that the member has acted in a way that has: prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or brought the co-operative into disrepute; or been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n(sch.6-sec.9-ssec.2) Written notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\n(sch.6-sec.9-ssec.3) At the general meeting when the special resolution for expulsion is proposed the following procedures apply: at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member; if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member; once the alleged conduct is considered, the co-operative may decide to expel the member concerned; the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote; a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\n(sch.6-sec.9-ssec.4) Expulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\n(sch.6-sec.9-ssec.5) An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\n- (a) that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\n- (b) that the member has acted in a way that has: (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or (ii) brought the co-operative into disrepute; or (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (a) at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\n- (b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\n- (c) once the alleged conduct is considered, the co-operative may decide to expel the member concerned;\n- (d) the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\n- (e) a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.","sortOrder":96},{"sectionNumber":"sch.6-sec.10","sectionType":"section","heading":"Resignation of members (CNL s117)","content":"### sch.6-sec.10 Resignation of members (CNL s117)\n\nA member may resign from a co-operative by giving ............... (insert period of time) notice in writing in the form approved by the board.","sortOrder":97},{"sectionNumber":"sch.6-sec.11","sectionType":"section","heading":"Monetary consequences of expulsion or resignation (CNL s128)","content":"### sch.6-sec.11 Monetary consequences of expulsion or resignation (CNL s128)\n\nIf a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\nSubject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member:\nmust be made at the time decided by the board but within one year from the date of expulsion or resignation; or\nmay be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n(sch.6-sec.11-ssec.1) If a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\n(sch.6-sec.11-ssec.2) Subject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member: must be made at the time decided by the board but within one year from the date of expulsion or resignation; or may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n- (a) must be made at the time decided by the board but within one year from the date of expulsion or resignation; or\n- (b) may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.","sortOrder":98},{"sectionNumber":"sch.6-sec.12","sectionType":"section","heading":"Suspension of members","content":"### sch.6-sec.12 Suspension of members\n\nThe co-operative may suspend a member for not more than one year, who does any of the following:\ncontravenes any of these rules;\nfails to discharge obligations to the co-operative, whether under these rules or a contract;\nacts detrimentally to the interests of the co-operative.\nIn order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\nDuring the period of suspension, the member:\nloses any rights (except the right to vote) arising as a result of membership; and\nis not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\nremains liable for any fine that may be imposed.\n(sch.6-sec.12-ssec.1) The co-operative may suspend a member for not more than one year, who does any of the following: contravenes any of these rules; fails to discharge obligations to the co-operative, whether under these rules or a contract; acts detrimentally to the interests of the co-operative.\n(sch.6-sec.12-ssec.2) In order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\n(sch.6-sec.12-ssec.3) During the period of suspension, the member: loses any rights (except the right to vote) arising as a result of membership; and is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and remains liable for any fine that may be imposed.\n- (a) contravenes any of these rules;\n- (b) fails to discharge obligations to the co-operative, whether under these rules or a contract;\n- (c) acts detrimentally to the interests of the co-operative.\n- (a) loses any rights (except the right to vote) arising as a result of membership; and\n- (b) is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\n- (c) remains liable for any fine that may be imposed.","sortOrder":99},{"sectionNumber":"sch.6-pt.2-div.2","sectionType":"division","heading":"Dispute resolution","content":"## Dispute resolution","sortOrder":100},{"sectionNumber":"sch.6-sec.13","sectionType":"section","heading":"Disputes and mediation (CNL s129)","content":"### sch.6-sec.13 Disputes and mediation (CNL s129)\n\nThe grievance procedure set out in this rule applies to disputes under these rules between:\na member and another member; or\na member (including a former member) and the co-operative.\nIf a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\nThe parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of:\nthe dispute coming to the attention of each party; or\na party giving notice, to each of the other parties involved, of the dispute or grievance.\nIf the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\nThe mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties:\nfor a dispute between a member and another member, a person appointed by the board; or\nfor a dispute between a member (including a former member) and the co-operative, a person appointed by a mediation service accredited by the Australian Mediation Association).\nThe mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\nThe parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\nThe mediator, in conducting the mediation, must:\ngive the parties to the mediation process every opportunity to be heard; and\nallow due consideration by all parties of any written statement submitted by any party; and\nensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\nThe mediator cannot determine the dispute.\nThe mediation must be confidential and without prejudice.\nThe costs of the mediation are to be shared equally between the parties unless otherwise agreed.\nNothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\nNothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\nIf the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\nSection 130 of the Law applies if mediation does not resolve the dispute.\n(sch.6-sec.13-ssec.1) The grievance procedure set out in this rule applies to disputes under these rules between: a member and another member; or a member (including a former member) and the co-operative.\n(sch.6-sec.13-ssec.2) If a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\n(sch.6-sec.13-ssec.3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of: the dispute coming to the attention of each party; or a party giving notice, to each of the other parties involved, of the dispute or grievance.\n(sch.6-sec.13-ssec.4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\n(sch.6-sec.13-ssec.5) The mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties: for a dispute between a member and another member, a person appointed by the board; or for a dispute between a member (including a former member) and the co-operative, a person appointed by a mediation service accredited by the Australian Mediation Association).\n(sch.6-sec.13-ssec.6) The mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\n(sch.6-sec.13-ssec.7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\n(sch.6-sec.13-ssec.8) The mediator, in conducting the mediation, must: give the parties to the mediation process every opportunity to be heard; and allow due consideration by all parties of any written statement submitted by any party; and ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\n(sch.6-sec.13-ssec.9) The mediator cannot determine the dispute.\n(sch.6-sec.13-ssec.10) The mediation must be confidential and without prejudice.\n(sch.6-sec.13-ssec.11) The costs of the mediation are to be shared equally between the parties unless otherwise agreed.\n(sch.6-sec.13-ssec.12) Nothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\n(sch.6-sec.13-ssec.13) Nothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\n(sch.6-sec.13-ssec.14) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\n- (a) a member and another member; or\n- (b) a member (including a former member) and the co-operative.\n- (a) the dispute coming to the attention of each party; or\n- (b) a party giving notice, to each of the other parties involved, of the dispute or grievance.\n- (a) for a dispute between a member and another member, a person appointed by the board; or\n- (b) for a dispute between a member (including a former member) and the co-operative, a person appointed by a mediation service accredited by the Australian Mediation Association).\n- (a) give the parties to the mediation process every opportunity to be heard; and\n- (b) allow due consideration by all parties of any written statement submitted by any party; and\n- (c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.","sortOrder":101},{"sectionNumber":"sch.6-pt.2-div.3","sectionType":"division","heading":"Members’ liability","content":"## Members’ liability","sortOrder":102},{"sectionNumber":"sch.6-sec.14","sectionType":"section","heading":"Fines payable by members (CNL ss56 & 126)","content":"### sch.6-sec.14 Fines payable by members (CNL ss56 & 126)\n\nThe board may impose on a member a maximum fine of $ ....... for a contravention of these rules.\nThe maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\nA fine must not be imposed on a member under subrule (1) unless:\nwritten notice of intention to impose the fine and the reason for it has been given to the member; and\nthe member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n(sch.6-sec.14-ssec.1) The board may impose on a member a maximum fine of $ ....... for a contravention of these rules. The maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\n(sch.6-sec.14-ssec.2) A fine must not be imposed on a member under subrule (1) unless: written notice of intention to impose the fine and the reason for it has been given to the member; and the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n- (a) written notice of intention to impose the fine and the reason for it has been given to the member; and\n- (b) the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.","sortOrder":103},{"sectionNumber":"sch.6-sec.15","sectionType":"section","heading":"Liability of members to co-operatives (CNL ss117(2) & 121)","content":"### sch.6-sec.15 Liability of members to co-operatives (CNL ss117(2) & 121)\n\nA member is liable to the co-operative for the amount, if any, unpaid by the member in respect of entry fees and regular subscriptions, together with any charges, payable by the member to the co-operative under these rules.\nJoint members are jointly and severally liable for any amount unpaid in respect of items mentioned in subrule (1) .\n(sch.6-sec.15-ssec.1) A member is liable to the co-operative for the amount, if any, unpaid by the member in respect of entry fees and regular subscriptions, together with any charges, payable by the member to the co-operative under these rules.\n(sch.6-sec.15-ssec.2) Joint members are jointly and severally liable for any amount unpaid in respect of items mentioned in subrule (1) .","sortOrder":104},{"sectionNumber":"sch.6-pt.2-div.4","sectionType":"division","heading":"Member cancellations","content":"## Member cancellations","sortOrder":105},{"sectionNumber":"sch.6-sec.16","sectionType":"section","heading":"Forfeiture and cancellations—inactive members (CNL ss156–163)","content":"### sch.6-sec.16 Forfeiture and cancellations—inactive members (CNL ss156–163)\n\nThe board must declare the membership of a member cancelled if:\nthe whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ..... years; or\nthe member is not presently active and has not been active within the meaning of rule 4 in the past ..... years.\nThe period of inactivity must take account of the active membership requirements in rule 4 . For example, if a member is required to acquire or sell product or services during a calendar year, the period of time should be expressed in terms of calendar years.\nThe period of time for inactivity under the Law is 3 years. The co-operative’s rules may specify a shorter time than 3 years. If no period of time is specified, it will be as specified in the Law.\n- (a) the whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ..... years; or\n- (b) the member is not presently active and has not been active within the meaning of rule 4 in the past ..... years.","sortOrder":106},{"sectionNumber":"sch.6-pt.2-div.5","sectionType":"division","heading":"Deceased or incapacitated members","content":"## Deceased or incapacitated members","sortOrder":107},{"sectionNumber":"sch.6-sec.17","sectionType":"section","heading":"Value of interest of deceased member (CNL ss102–105)","content":"### sch.6-sec.17 Value of interest of deceased member (CNL ss102–105)\n\nMembership ceases on death (see section 117 of the Law and rule 8 ). Sections 102 – 104 of the Law deal with the transfer of shares and other interests on death. Section 105 of the Law requires the rules to determine the value of the deceased member’s interest.\nThe value of the interest of a deceased member is the amount that would have been payable to the member if the member had resigned and includes any prepayments of regular subscriptions or other fees less any amounts owing to the co-operative by the member.","sortOrder":108},{"sectionNumber":"sch.6-sec.18","sectionType":"section","heading":"Rights and liabilities of members under bankruptcy or mental incapacity","content":"### sch.6-sec.18 Rights and liabilities of members under bankruptcy or mental incapacity\n\nIf a person’s membership ceases because of bankruptcy, the value of the person’s membership interest calculated in accordance with rule 17 may be transferred to the Official Trustee in Bankruptcy.\nA person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s interest in the co-operative and the rights and liabilities of membership vest in that person during the period of the appointment.\nUpon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.\n(sch.6-sec.18-ssec.1) If a person’s membership ceases because of bankruptcy, the value of the person’s membership interest calculated in accordance with rule 17 may be transferred to the Official Trustee in Bankruptcy.\n(sch.6-sec.18-ssec.2) A person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s interest in the co-operative and the rights and liabilities of membership vest in that person during the period of the appointment.\n(sch.6-sec.18-ssec.3) Upon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.","sortOrder":109},{"sectionNumber":"sch.6-pt.2-div.6","sectionType":"division","heading":"Transfer of securities other than shares","content":"## Transfer of securities other than shares","sortOrder":110},{"sectionNumber":"sch.6-sec.19","sectionType":"section","heading":"Transfer and transmission of debentures","content":"### sch.6-sec.19 Transfer and transmission of debentures\n\nOn the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\nIf the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\nAn instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\nThe board may decline to recognise an instrument of debenture and may decline to register a debenture unless:\na fee of $ ..... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\nthe instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\nany government stamp duty payable is paid.\nDebentures must be transferred in the following form or in a form approved by the board:\nI, A.B. (the transferor) of ...................... in the State/Territory of ...................... in consideration of the sum of $ ....... paid to me by C.D (the transferee), of .................... in the State of ...................... transfer to the transferee the debenture(s) numbered ............................................ to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s).\nAnd I, the transferee, agree to take the debenture(s) subject to the conditions mentioned.\nDated this ...................... day of ................... 20........\nSigned by ................................................... transferor.\nIn the presence of ........................................... witness.\nSigned by ................................................... transferee.\nIn the presence of ............................................witness.\n(sch.6-sec.19-ssec.1) On the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\n(sch.6-sec.19-ssec.2) If the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\n(sch.6-sec.19-ssec.3) An instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\n(sch.6-sec.19-ssec.4) The board may decline to recognise an instrument of debenture and may decline to register a debenture unless: a fee of $ ..... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and any government stamp duty payable is paid.\n(sch.6-sec.19-ssec.5) Debentures must be transferred in the following form or in a form approved by the board: I, A.B. (the transferor) of ...................... in the State/Territory of ...................... in consideration of the sum of $ ....... paid to me by C.D (the transferee), of .................... in the State of ...................... transfer to the transferee the debenture(s) numbered ............................................ to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s). And I, the transferee, agree to take the debenture(s) subject to the conditions mentioned. Dated this ...................... day of ................... 20........ Signed by ................................................... transferor. In the presence of ........................................... witness. Signed by ................................................... transferee. In the presence of ............................................witness.\n- (a) a fee of $ ..... (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\n- (b) the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\n- (c) any government stamp duty payable is paid.","sortOrder":111},{"sectionNumber":"sch.6-sec.20","sectionType":"section","heading":"Issue of CCUs (CNL ss345–354)","content":"### sch.6-sec.20 Issue of CCUs (CNL ss345–354)\n\nThe board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\nEach holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs.\nOR\nEach holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs.\n(strike out whichever is not applicable.)\nThe rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\nThe holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\nThe holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.\nDebenture holders receive notice of meetings of debenture holders, not general meetings of the co-operative.\n(sch.6-sec.20-ssec.1) The board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\n(sch.6-sec.20-ssec.2) Each holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs. OR\n(sch.6-sec.20-ssec.2-oc.2) Each holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs. (strike out whichever is not applicable.)\n(sch.6-sec.20-ssec.3) The rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\n(sch.6-sec.20-ssec.4) The holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\n(sch.6-sec.20-ssec.5) The holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.","sortOrder":112},{"sectionNumber":"sch.6-sec.21","sectionType":"section","heading":"Transfer and transmission of CCUs","content":"### sch.6-sec.21 Transfer and transmission of CCUs\n\nSubject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 19 .\nIf the terms of issue of a CCU differ from rule 19 in respect of the manner of transfer or transmission, the terms of its issue prevail.\n(sch.6-sec.21-ssec.1) Subject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 19 .\n(sch.6-sec.21-ssec.2) If the terms of issue of a CCU differ from rule 19 in respect of the manner of transfer or transmission, the terms of its issue prevail.","sortOrder":113},{"sectionNumber":"sch.6-pt.3","sectionType":"part","heading":"General meetings, resolutions and voting","content":"# General meetings, resolutions and voting","sortOrder":114},{"sectionNumber":"sch.6-sec.22","sectionType":"section","heading":"Annual general meeting (CNL s252)","content":"### sch.6-sec.22 Annual general meeting (CNL s252)\n\nAn annual general meeting must be held each year, at a place and on a date and a time decided by the board, within 5 months after the close of the financial year of the co-operative or within the further time allowed by the Registrar.\nA co-operative may specify particular matters to suit the convenience of members such as time and place, if members are located in a wide geographical area.","sortOrder":115},{"sectionNumber":"sch.6-sec.23","sectionType":"section","heading":"Members’ power to requisition a general meeting (CNL s257)","content":"### sch.6-sec.23 Members’ power to requisition a general meeting (CNL s257)\n\nThe board may, whenever it considers appropriate, call a special general meeting of the co-operative.\nThe board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ......... % (maximum 20%) of the total number of votes able to be cast at a meeting of the co-operative.\nThe provisions of section 257 of the Law apply to a meeting requisitioned by members.\nThe board is not required to call a general meeting of members to consider matters that are not matters for decision by the members in general meeting.\n(sch.6-sec.23-ssec.1) The board may, whenever it considers appropriate, call a special general meeting of the co-operative.\n(sch.6-sec.23-ssec.2) The board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ......... % (maximum 20%) of the total number of votes able to be cast at a meeting of the co-operative.\n(sch.6-sec.23-ssec.3) The provisions of section 257 of the Law apply to a meeting requisitioned by members.","sortOrder":116},{"sectionNumber":"sch.6-sec.24","sectionType":"section","heading":"Notice of general meetings (CNL ss239, 254 & 611)","content":"### sch.6-sec.24 Notice of general meetings (CNL ss239, 254 & 611)\n\nAt least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given.\nIf there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution.\nIf there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days notice of the meeting.\nNotice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative.\nThe auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\nThe notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 25 and, for special business, the general nature of any special business.\nThe notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\nThe notice must be served in the manner provided in the Law or rule 54 .\nSection 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 54 makes additional provision for notice by electronic transmission.\nNon-receipt of the notice does not invalidate the proceedings at the general meeting.\nMembers who together are able to cast at least .......% (maximum 20%) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.\nA co-operative can limit an individual member from proposing a resolution to the general meeting by requiring that there be a minimum number of members proposing the resolution before the matter can be considered. This does not prevent an individual member from requesting that the board propose a particular resolution at the next meeting.\n(sch.6-sec.24-ssec.1) At least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given. If there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution. If there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days notice of the meeting.\n(sch.6-sec.24-ssec.2) Notice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative. The auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\n(sch.6-sec.24-ssec.3) The notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 25 and, for special business, the general nature of any special business.\n(sch.6-sec.24-ssec.4) The notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\n(sch.6-sec.24-ssec.5) The notice must be served in the manner provided in the Law or rule 54 . Section 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 54 makes additional provision for notice by electronic transmission. Non-receipt of the notice does not invalidate the proceedings at the general meeting.\n(sch.6-sec.24-ssec.6) Members who together are able to cast at least .......% (maximum 20%) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.","sortOrder":117},{"sectionNumber":"sch.6-sec.25","sectionType":"section","heading":"Business of general meetings","content":"### sch.6-sec.25 Business of general meetings\n\nThe ordinary business of the annual general meeting of a large co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe financial reports of the co-operative for the financial year;\na report on the state of affairs of the co-operative; and\nto approve any payments of fees to directors.\nThe ordinary business of the annual general meeting of a small co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe basic minimum financial statements for the co-operative for the financial year;\na report on the state of affairs of the co-operative;\na directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\nto approve any payments of fees to directors.\nA small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule.\nIf the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations).\nA small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\nThe annual general meeting may also transact special business of which notice has been given to members under these rules.\nAll business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n(sch.6-sec.25-ssec.1) The ordinary business of the annual general meeting of a large co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the financial reports of the co-operative for the financial year; a report on the state of affairs of the co-operative; and to approve any payments of fees to directors.\n(sch.6-sec.25-ssec.2) The ordinary business of the annual general meeting of a small co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the basic minimum financial statements for the co-operative for the financial year; a report on the state of affairs of the co-operative; a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and to approve any payments of fees to directors. A small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule. If the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations). A small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\n(sch.6-sec.25-ssec.3) The annual general meeting may also transact special business of which notice has been given to members under these rules.\n(sch.6-sec.25-ssec.4) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the financial reports of the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; and\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (c) to approve any payments of fees to directors.\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the basic minimum financial statements for the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (c) to approve any payments of fees to directors.\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and","sortOrder":118},{"sectionNumber":"sch.6-sec.26","sectionType":"section","heading":"Quorum at general meetings","content":"### sch.6-sec.26 Quorum at general meetings\n\nAn item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\nUnless these rules state otherwise, members present in person, each being entitled to exercise a vote, constitute a quorum.\nIf a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\nIf a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.\n(sch.6-sec.26-ssec.1) An item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\n(sch.6-sec.26-ssec.2) Unless these rules state otherwise, members present in person, each being entitled to exercise a vote, constitute a quorum.\n(sch.6-sec.26-ssec.3) If a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\n(sch.6-sec.26-ssec.4) If a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.","sortOrder":119},{"sectionNumber":"sch.6-sec.27","sectionType":"section","heading":"Chairperson at general meetings","content":"### sch.6-sec.27 Chairperson at general meetings\n\nThe chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\nIf there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\nThe chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.\n(sch.6-sec.27-ssec.1) The chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\n(sch.6-sec.27-ssec.2) If there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\n(sch.6-sec.27-ssec.3) The chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.","sortOrder":120},{"sectionNumber":"sch.6-sec.28","sectionType":"section","heading":"Attendance and voting at general meetings (CNL ss228 & 256)","content":"### sch.6-sec.28 Attendance and voting at general meetings (CNL ss228 & 256)\n\nThe right to vote attaches to membership.\nJoint members have only one vote between them.\nEvery joint member is entitled to attend and be heard at a general meeting.\nIn the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\nA resolution, other than a special resolution, must be decided by simple majority.\nThe requirements for a special resolution are in section 239 of the Law.\nSubject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\nA poll may be demanded on any question for decision.\nIf before a vote is taken or before or immediately after the declaration of the result on a show of hands:\nthe chairperson directs that the question is to be determined by a poll; or\nat least 5 members present in person or represented by proxy demand a poll;\nthe question for decision must be determined by a poll.\nThe poll must be taken when and in the manner that the chairperson directs.\nA poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\nOnce the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\nThe result of the vote must be entered in the minute book.\n(sch.6-sec.28-ssec.1) The right to vote attaches to membership.\n(sch.6-sec.28-ssec.2) Joint members have only one vote between them.\n(sch.6-sec.28-ssec.3) Every joint member is entitled to attend and be heard at a general meeting.\n(sch.6-sec.28-ssec.4) In the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\n(sch.6-sec.28-ssec.5) A resolution, other than a special resolution, must be decided by simple majority. The requirements for a special resolution are in section 239 of the Law.\n(sch.6-sec.28-ssec.6) Subject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\n(sch.6-sec.28-ssec.7) A poll may be demanded on any question for decision.\n(sch.6-sec.28-ssec.8) If before a vote is taken or before or immediately after the declaration of the result on a show of hands: the chairperson directs that the question is to be determined by a poll; or at least 5 members present in person or represented by proxy demand a poll; the question for decision must be determined by a poll.\n(sch.6-sec.28-ssec.9) The poll must be taken when and in the manner that the chairperson directs.\n(sch.6-sec.28-ssec.10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\n(sch.6-sec.28-ssec.11) Once the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\n(sch.6-sec.28-ssec.12) The result of the vote must be entered in the minute book.\n- (a) the chairperson directs that the question is to be determined by a poll; or\n- (b) at least 5 members present in person or represented by proxy demand a poll;","sortOrder":121},{"sectionNumber":"sch.6-sec.29","sectionType":"section","heading":"Voting on a show of hands (CNL ss234 & 256)","content":"### sch.6-sec.29 Voting on a show of hands (CNL ss234 & 256)\n\nOn a show of hands at a general meeting, each member:\npresent; or\nrepresented by a non-member acting under a power of attorney; or\nrepresented by a non-member appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nmay exercise only one vote.\n- (a) present; or\n- (b) represented by a non-member acting under a power of attorney; or\n- (c) represented by a non-member appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":122},{"sectionNumber":"sch.6-sec.30","sectionType":"section","heading":"Voting on a poll","content":"### sch.6-sec.30 Voting on a poll\n\nOn a poll called at a general meeting, each member:\npresent; or\nrepresented by a person acting under a power of attorney; or\nrepresented by a person appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nhas one vote.\nA person can hold an unlimited number of proxies unless the rules restrict the number of proxies any one person can hold. If the vote on a show of hands is likely not to represent the views of the members who have given a proxy, a poll may be demanded. Section 256 (2) of the Law provides that a question is to be decided by a poll if a poll is required by the chairperson of the meeting or by any 5 members present at the meeting or represented at the meeting by proxy.\nMost decisions are made by ordinary resolution, but in certain cases the Law requires a special resolution.\n- (a) present; or\n- (b) represented by a person acting under a power of attorney; or\n- (c) represented by a person appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":123},{"sectionNumber":"sch.6-sec.31","sectionType":"section","heading":"Determining the outcome where equality of votes (s228)","content":"### sch.6-sec.31 Determining the outcome where equality of votes (s228)\n\nThis rule applies where the votes in favour and against a resolution are equal.\nIf the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\nIf the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.\n(sch.6-sec.31-ssec.1) This rule applies where the votes in favour and against a resolution are equal.\n(sch.6-sec.31-ssec.2) If the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\n(sch.6-sec.31-ssec.3) If the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.","sortOrder":124},{"sectionNumber":"sch.6-sec.32","sectionType":"section","heading":"Proxy votes (s229)","content":"### sch.6-sec.32 Proxy votes (s229)\n\nThe rules of the co-operative may or may not permit proxy voting. Section 229 of the Law requires a proxy to be an active member of the co-operative (or, in the case of a co-operative group, to be entitled to represent a member of the group).\nIf the co-operative wishes to prohibit proxy voting, the following rule is suitable:\nVoting by proxy is not permitted at a general meeting.\nIf the co-operative wishes to permit proxy voting, the following rule is suitable:\nVoting may be by proxy at a general meeting.\nThe instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\nAn instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\nA person may be appointed as a proxy by more than one member.\nThe rules may impose a limit on the number of members for whom a proxy may act.\nAn instrument appointing a proxy may be in the following form, or another form the board approves:\n............................................ (name of co-operative)\nI/We ........................ (name) of ................................. (address) being a member(s) of the co-operative appoint ........................ (name) of ........................ (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the ........................ day of ........................ 20........and at any adjournment of the meeting.\n#This form is to be used *in favour/*against the resolution.\nSigned this ........................ day of ........................ 20........\n*Strike out if not applicable.\n#To be inserted if desired.\nThe form may also set out the resolutions with provision for the member to give direction to the proxy.\nAn instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\nA vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.\n(sch.6-sec.32-ssec.1) Voting may be by proxy at a general meeting.\n(sch.6-sec.32-ssec.2) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\n(sch.6-sec.32-ssec.3) An instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\n(sch.6-sec.32-ssec.4) A person may be appointed as a proxy by more than one member. The rules may impose a limit on the number of members for whom a proxy may act.\n(sch.6-sec.32-ssec.5) An instrument appointing a proxy may be in the following form, or another form the board approves: ............................................ (name of co-operative) I/We ........................ (name) of ................................. (address) being a member(s) of the co-operative appoint ........................ (name) of ........................ (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the ........................ day of ........................ 20........and at any adjournment of the meeting. #This form is to be used *in favour/*against the resolution. Signed this ........................ day of ........................ 20........ *Strike out if not applicable. #To be inserted if desired. The form may also set out the resolutions with provision for the member to give direction to the proxy.\n(sch.6-sec.32-ssec.6) An instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\n(sch.6-sec.32-ssec.7) A vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.","sortOrder":125},{"sectionNumber":"sch.6-sec.33","sectionType":"section","heading":"Postal ballots (other than special postal ballots) (CNL ss247 & 250)","content":"### sch.6-sec.33 Postal ballots (other than special postal ballots) (CNL ss247 & 250)\n\nThe rules may require some decisions to be made by postal ballot.\nSection 250 of the Law provides that members may require a matter to be decided by a postal ballot. The following rule will facilitate a postal ballot in these situations.\nA postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot.\nRequisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\nIf a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\nA postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\nThe board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members giving:\nparticulars of the business in relation to which the postal ballot is being conducted; and\nan explanation of how to lodge a valid vote and the majority required to pass the vote; and\nnotice of the closing date and closing time of the postal ballot;\nand must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\nThis rule does not apply in relation to special postal ballots.\n(sch.6-sec.33-ssec.1) A postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot. Requisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\n(sch.6-sec.33-ssec.2) If a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\n(sch.6-sec.33-ssec.3) A postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\n(sch.6-sec.33-ssec.4) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.6-sec.33-ssec.5) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.6-sec.33-ssec.6) The board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\n(sch.6-sec.33-ssec.7) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members giving: particulars of the business in relation to which the postal ballot is being conducted; and an explanation of how to lodge a valid vote and the majority required to pass the vote; and notice of the closing date and closing time of the postal ballot; and must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\n(sch.6-sec.33-ssec.8) This rule does not apply in relation to special postal ballots.\n- (a) particulars of the business in relation to which the postal ballot is being conducted; and\n- (b) an explanation of how to lodge a valid vote and the majority required to pass the vote; and\n- (c) notice of the closing date and closing time of the postal ballot;","sortOrder":126},{"sectionNumber":"sch.6-sec.34","sectionType":"section","heading":"Special postal ballots (CNL ss248 & 249)","content":"### sch.6-sec.34 Special postal ballots (CNL ss248 & 249)\n\nA special postal ballot is required by the Law for certain specified decisions. The majority required to pass a special postal ballot is 75%. A special postal ballot is governed by the provisions of the Law and the National Regulations as well as these rules.\nThis rule applies where a special postal ballot is required.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.6-sec.34-ssec.1) This rule applies where a special postal ballot is required.\n(sch.6-sec.34-ssec.2) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\n(sch.6-sec.34-ssec.3) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.6-sec.34-ssec.4) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.","sortOrder":127},{"sectionNumber":"sch.6-sec.35","sectionType":"section","heading":"Special resolutions (CNL ss238–241)","content":"### sch.6-sec.35 Special resolutions (CNL ss238–241)\n\nA special resolution is a resolution that is passed:\nby a two-thirds majority at a general meeting; or\nby a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\nby a three-quarters majority in a special postal ballot of members.\nA notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\nThe notice of special resolution must state:\nthe intention to propose the special resolution; and\nthe reasons for proposing the special resolution; and\nthe effect of the special resolution being passed.\nVoting majorities for ordinary and special resolutions and special postal ballots are defined in the Law along with how a majority is counted and the requirements for registration of special resolutions.\n(sch.6-sec.35-ssec.1) A special resolution is a resolution that is passed: by a two-thirds majority at a general meeting; or by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or by a three-quarters majority in a special postal ballot of members.\n(sch.6-sec.35-ssec.2) A notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\n(sch.6-sec.35-ssec.3) The notice of special resolution must state: the intention to propose the special resolution; and the reasons for proposing the special resolution; and the effect of the special resolution being passed.\n- (a) by a two-thirds majority at a general meeting; or\n- (b) by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\n- (c) by a three-quarters majority in a special postal ballot of members.\n- (a) the intention to propose the special resolution; and\n- (b) the reasons for proposing the special resolution; and\n- (c) the effect of the special resolution being passed.","sortOrder":128},{"sectionNumber":"sch.6-pt.4","sectionType":"part","heading":"Board of directors","content":"# Board of directors","sortOrder":129},{"sectionNumber":"sch.6-sec.36","sectionType":"section","heading":"Board (CNL s172)","content":"### sch.6-sec.36 Board (CNL s172)\n\nThe business of the co-operative is to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting.\nThe rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\nThe board must have ........... directors.\n(sch.6-sec.36-ssec.1) The business of the co-operative is to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting. The rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\n(sch.6-sec.36-ssec.2) The board must have ........... directors.","sortOrder":130},{"sectionNumber":"sch.6-sec.37","sectionType":"section","heading":"Qualifications of directors (CNL s174)","content":"### sch.6-sec.37 Qualifications of directors (CNL s174)\n\nA person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either:\nan active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\nnot an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\nA person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\nThe board of directors must have a majority of member directors.\n(sch.6-sec.37-ssec.1) A person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either: an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\n(sch.6-sec.37-ssec.2) A person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\n(sch.6-sec.37-ssec.3) The board of directors must have a majority of member directors.\n- (a) an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\n- (b) not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.","sortOrder":131},{"sectionNumber":"sch.6-sec.38","sectionType":"section","heading":"Chief executive officer (CNL ss172 & 178)","content":"### sch.6-sec.38 Chief executive officer (CNL ss172 & 178)\n\nThe board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\nThe appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\nThe conditions and the period of appointment including termination must be decided by the board.\nThe chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\nThe chief executive officer cannot be required to be an active member of the co-operative.\nIn the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.\n(sch.6-sec.38-ssec.1) The board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\n(sch.6-sec.38-ssec.2) The appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\n(sch.6-sec.38-ssec.3) The conditions and the period of appointment including termination must be decided by the board.\n(sch.6-sec.38-ssec.4) The chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\n(sch.6-sec.38-ssec.5) The chief executive officer cannot be required to be an active member of the co-operative.\n(sch.6-sec.38-ssec.6) In the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.","sortOrder":132},{"sectionNumber":"sch.6-sec.39","sectionType":"section","heading":"First directors and election of directors (CNL ss173 & 179)","content":"### sch.6-sec.39 First directors and election of directors (CNL ss173 & 179)\n\nThe first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law).\nUnder section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\nThe term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.\nThe rules may require that directors’ terms are of different length to enable rotational retirement.\nThe term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\nThe members of the board are to be elected in the manner specified in this rule.\nAt an annual general meeting at which a director retires, the vacated office may be filled in the following manner:\nAt least 6 weeks before an annual general meeting, the board must:\nnotify all members of the number of directors retiring at the annual general meeting; and\nadvise the members of:\ntheir eligibility to nominate as a director; and\nthe duties and responsibilities of a director; and\nthe anticipated remuneration (if any); and\nthe nomination and election procedures.\nA notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\nA nomination must:\nbe signed by 2 or more members; and\nprovide details of the qualifications and experience of the person nominated; and\nbe accompanied by a notice in writing signed by the nominee consenting to their nomination.\nThe nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\nThe secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include:\nthe nominee’s name; and\nthe nominee’s qualifications and experience; and\nthe nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\nIf the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\nIf there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\nIf the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows:\nA returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\nAll nominees are to be listed on the ballot form in alphabetical order.\nThe returning officer is responsible for determining the validity of and counting of the votes.\nIf there is an equality of votes, the outcome must be determined by lot.\nThe returning officer is to declare the election results.\nIf any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 42 .\nA co-operative may specify other procedures in the rules to suit the particular circumstances of the co-operative.\n(sch.6-sec.39-ssec.1) The first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law). Under section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\n(sch.6-sec.39-ssec.2) The term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting. The rules may require that directors’ terms are of different length to enable rotational retirement.\n(sch.6-sec.39-ssec.3) The term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\n(sch.6-sec.39-ssec.4) The members of the board are to be elected in the manner specified in this rule.\n(sch.6-sec.39-ssec.5) At an annual general meeting at which a director retires, the vacated office may be filled in the following manner: At least 6 weeks before an annual general meeting, the board must: notify all members of the number of directors retiring at the annual general meeting; and advise the members of: their eligibility to nominate as a director; and the duties and responsibilities of a director; and the anticipated remuneration (if any); and the nomination and election procedures. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors. A nomination must: be signed by 2 or more members; and provide details of the qualifications and experience of the person nominated; and be accompanied by a notice in writing signed by the nominee consenting to their nomination. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: the nominee’s name; and the nominee’s qualifications and experience; and the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n(sch.6-sec.39-ssec.6) If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\n(sch.6-sec.39-ssec.7) If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\n(sch.6-sec.39-ssec.8) If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows: A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer. All nominees are to be listed on the ballot form in alphabetical order. The returning officer is responsible for determining the validity of and counting of the votes. If there is an equality of votes, the outcome must be determined by lot. The returning officer is to declare the election results.\n(sch.6-sec.39-ssec.9) If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 42 .\n- (a) At least 6 weeks before an annual general meeting, the board must: (i) notify all members of the number of directors retiring at the annual general meeting; and (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (b) A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\n- (c) A nomination must: (i) be signed by 2 or more members; and (ii) provide details of the qualifications and experience of the person nominated; and (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (d) The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\n- (e) The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: (i) the nominee’s name; and (ii) the nominee’s qualifications and experience; and (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (a) A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\n- (b) All nominees are to be listed on the ballot form in alphabetical order.\n- (c) The returning officer is responsible for determining the validity of and counting of the votes.\n- (d) If there is an equality of votes, the outcome must be determined by lot.\n- (e) The returning officer is to declare the election results.","sortOrder":133},{"sectionNumber":"sch.6-sec.40","sectionType":"section","heading":"Removal from office of director (CNL s180)","content":"### sch.6-sec.40 Removal from office of director (CNL s180)\n\nThe co-operative may by resolution under section 180 of the Law, with special notice as required by that section, remove a director before the end of the director’s period of office, and may by a simple majority appoint another person in place of the removed director. The person appointed must retire when the removed director would otherwise have retired.","sortOrder":134},{"sectionNumber":"sch.6-sec.41","sectionType":"section","heading":"Vacation of office of director (CNL s179)","content":"### sch.6-sec.41 Vacation of office of director (CNL s179)\n\nIn addition to the circumstances set out in the Law, a director vacates office if the director dies.\nIf a co-operative wishes to specify circumstances other than those set out in section 179 of the Law or in this rule, those circumstances should be specified as additions to this rule.","sortOrder":135},{"sectionNumber":"sch.6-sec.42","sectionType":"section","heading":"Casual vacancies and alternate directors (CNL ss173 & 177)","content":"### sch.6-sec.42 Casual vacancies and alternate directors (CNL ss173 & 177)\n\nThe board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\nThe board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\nA person is not qualified to be appointed as an alternate director for:\na member director—unless the person is qualified for appointment as a member director; or\na non-member director—unless the person is qualified for appointment as a non-member director.\nAn alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\nAn alternate director for a director (the principal director ) vacates office:\nin similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\nif the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n(sch.6-sec.42-ssec.1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\n(sch.6-sec.42-ssec.2) The board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\n(sch.6-sec.42-ssec.3) A person is not qualified to be appointed as an alternate director for: a member director—unless the person is qualified for appointment as a member director; or a non-member director—unless the person is qualified for appointment as a non-member director.\n(sch.6-sec.42-ssec.4) An alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\n(sch.6-sec.42-ssec.5) An alternate director for a director (the principal director ) vacates office: in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n- (a) a member director—unless the person is qualified for appointment as a member director; or\n- (b) a non-member director—unless the person is qualified for appointment as a non-member director.\n- (a) in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\n- (b) if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).","sortOrder":136},{"sectionNumber":"sch.6-sec.43","sectionType":"section","heading":"Remuneration of directors (CNL s203)","content":"### sch.6-sec.43 Remuneration of directors (CNL s203)\n\nDirectors’ remuneration must comply with the provisions of the Law.\nRemuneration for directors is strictly controlled under the Law and requires the approval of the co-operative in general meeting. However, it is possible for a co-operative to specify in its rules that a director will receive particular remuneration if this is appropriate. It may still be necessary to obtain ratification or approval at a general meeting even in respect of specified remuneration under the rules.\nAn alternate director is treated as a director under the Law, and remuneration of an alternate director is subject to the same restrictions under the Law.","sortOrder":137},{"sectionNumber":"sch.6-sec.44","sectionType":"section","heading":"Proceedings of the board (CNL ss175 & 176)","content":"### sch.6-sec.44 Proceedings of the board (CNL ss175 & 176)\n\nMeetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\nA meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\nQuestions arising at a meeting must be decided by a majority of votes.\nIf votes are equal, the chairperson, if a member director, has a second or casting vote.\nOther than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.\n(sch.6-sec.44-ssec.1) Meetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\n(sch.6-sec.44-ssec.2) A meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\n(sch.6-sec.44-ssec.3) Questions arising at a meeting must be decided by a majority of votes.\n(sch.6-sec.44-ssec.4) If votes are equal, the chairperson, if a member director, has a second or casting vote.\n(sch.6-sec.44-ssec.5) Other than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.","sortOrder":138},{"sectionNumber":"sch.6-sec.45","sectionType":"section","heading":"Quorum for board meetings (CNL s175)","content":"### sch.6-sec.45 Quorum for board meetings (CNL s175)\n\nThe quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half).\nThe co-operative may specify in the rules a greater percentage than 50% for a quorum.\nFor a quorum, the number of member directors must outnumber the non-member directors by at least one.\nThe co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.\n(sch.6-sec.45-ssec.1) The quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half). The co-operative may specify in the rules a greater percentage than 50% for a quorum.\n(sch.6-sec.45-ssec.2) For a quorum, the number of member directors must outnumber the non-member directors by at least one. The co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.","sortOrder":139},{"sectionNumber":"sch.6-sec.46","sectionType":"section","heading":"Chairperson of board","content":"### sch.6-sec.46 Chairperson of board\n\nThe chairperson of the board is to be elected by the board.\nThe rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\nIf no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\nThe chairperson may be removed, and a new chairperson elected, by:\nordinary resolution of the board, unless paragraph (b) applies; or\nordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.\nSubrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n(sch.6-sec.46-ssec.1) The chairperson of the board is to be elected by the board. The rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\n(sch.6-sec.46-ssec.2) If no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\n(sch.6-sec.46-ssec.3) The chairperson may be removed, and a new chairperson elected, by: ordinary resolution of the board, unless paragraph (b) applies; or ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative. Subrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n- (a) ordinary resolution of the board, unless paragraph (b) applies; or\n- (b) ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.","sortOrder":140},{"sectionNumber":"sch.6-sec.47","sectionType":"section","heading":"Delegation and board committees (CNL s178)","content":"### sch.6-sec.47 Delegation and board committees (CNL s178)\n\nThe board may by resolution delegate to:\na director; or\na committee of 2 or more directors; or\na committee of members of the co-operative; or\na committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\na committee of directors and other persons;\nthe exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\nA power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\nA delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\nDespite any delegation under this rule, the board may continue to exercise the power delegated.\nIf a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\nA committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\nA committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n(sch.6-sec.47-ssec.1) The board may by resolution delegate to: a director; or a committee of 2 or more directors; or a committee of members of the co-operative; or a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\n(sch.6-sec.47-ssec.2) A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\n(sch.6-sec.47-ssec.3) A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\n(sch.6-sec.47-ssec.4) Despite any delegation under this rule, the board may continue to exercise the power delegated.\n(sch.6-sec.47-ssec.5) If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\n(sch.6-sec.47-ssec.6) A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\n(sch.6-sec.47-ssec.7) A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n- (a) a director; or\n- (b) a committee of 2 or more directors; or\n- (c) a committee of members of the co-operative; or\n- (d) a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\n- (e) a committee of directors and other persons;","sortOrder":141},{"sectionNumber":"sch.6-sec.48","sectionType":"section","heading":"Other committees","content":"### sch.6-sec.48 Other committees\n\nThe board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\nRule 47 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\nThe quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).\n(sch.6-sec.48-ssec.1) The board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\n(sch.6-sec.48-ssec.2) Rule 47 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\n(sch.6-sec.48-ssec.3) The quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).","sortOrder":142},{"sectionNumber":"sch.6-sec.49","sectionType":"section","heading":"Minutes","content":"### sch.6-sec.49 Minutes\n\nThe board must keep minutes of meetings and, in particular, of:\nall appointments of officers and employees made by the directors; and\nthe names of the directors present at each meeting of the board and of a committee of the board; and\nall resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.\nSection 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\nMinutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\nThe minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n(sch.6-sec.49-ssec.1) The board must keep minutes of meetings and, in particular, of: all appointments of officers and employees made by the directors; and the names of the directors present at each meeting of the board and of a committee of the board; and all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors. Section 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\n(sch.6-sec.49-ssec.2) Minutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\n(sch.6-sec.49-ssec.3) The minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n- (a) all appointments of officers and employees made by the directors; and\n- (b) the names of the directors present at each meeting of the board and of a committee of the board; and\n- (c) all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.","sortOrder":143},{"sectionNumber":"sch.6-pt.5","sectionType":"part","heading":"Rules","content":"# Rules","sortOrder":144},{"sectionNumber":"sch.6-sec.50","sectionType":"section","heading":"Amendments and copies of rules (CNL ss57 & 60–63)","content":"### sch.6-sec.50 Amendments and copies of rules (CNL ss57 & 60–63)\n\nAny amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.\nSection 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\nA proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\nA member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative.\n(sch.6-sec.50-ssec.1) Any amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution. Section 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\n(sch.6-sec.50-ssec.2) A proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\n(sch.6-sec.50-ssec.3) A member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative.","sortOrder":145},{"sectionNumber":"sch.6-pt.6","sectionType":"part","heading":"Administrative matters","content":"# Administrative matters","sortOrder":146},{"sectionNumber":"sch.6-sec.51","sectionType":"section","heading":"Seal (CNL ss49 & 223)","content":"### sch.6-sec.51 Seal (CNL ss49 & 223)\n\nThis rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\nThe co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\nThe co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\nThe seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.\n(sch.6-sec.51-ssec.1) This rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\n(sch.6-sec.51-ssec.2) The co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\n(sch.6-sec.51-ssec.3) The co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\n(sch.6-sec.51-ssec.4) The seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.","sortOrder":147},{"sectionNumber":"sch.6-sec.52","sectionType":"section","heading":"Inspection of records and registers (CNL ss214 & 215)","content":"### sch.6-sec.52 Inspection of records and registers (CNL ss214 & 215)\n\nMembers of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge.\nThe rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations.\nMembers and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\nMembers do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.\n(sch.6-sec.52-ssec.1) Members of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge. The rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations. Members and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\n(sch.6-sec.52-ssec.2) Members do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.","sortOrder":148},{"sectionNumber":"sch.6-sec.53","sectionType":"section","heading":"Safe keeping of securities","content":"### sch.6-sec.53 Safe keeping of securities\n\nShares, debentures, charges and any other certificates or documents or duplicates of them pertaining to securities must be safely kept by the co-operative in the way and with the provision for their security as the board directs.","sortOrder":149},{"sectionNumber":"sch.6-sec.54","sectionType":"section","heading":"Notices to members (CNL s611)","content":"### sch.6-sec.54 Notices to members (CNL s611)\n\nThis rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\nA notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details.\nLegislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\nIf a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\nA notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\nA notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\nA notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and:\nthe address should be that supplied for the purpose by the person claiming to be entitled; or\nif no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n(sch.6-sec.54-ssec.1) This rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\n(sch.6-sec.54-ssec.2) A notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details. Legislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\n(sch.6-sec.54-ssec.3) If a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\n(sch.6-sec.54-ssec.4) A notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\n(sch.6-sec.54-ssec.5) A notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\n(sch.6-sec.54-ssec.6) A notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and: the address should be that supplied for the purpose by the person claiming to be entitled; or if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n- (a) the address should be that supplied for the purpose by the person claiming to be entitled; or\n- (b) if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.","sortOrder":150},{"sectionNumber":"sch.6-pt.7","sectionType":"part","heading":"Accounting and financial matters","content":"# Accounting and financial matters","sortOrder":151},{"sectionNumber":"sch.6-sec.55","sectionType":"section","heading":"Financial year","content":"### sch.6-sec.55 Financial year\n\nThe financial year of the co-operative ends on .................... (insert day and month) .","sortOrder":152},{"sectionNumber":"sch.6-sec.56","sectionType":"section","heading":"Accounts","content":"### sch.6-sec.56 Accounts\n\nThe board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\nAll cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\nThe operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\nFor the purposes of this rule, an authorised person is:\na director; or\na person approved by the board.\n(sch.6-sec.56-ssec.1) The board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\n(sch.6-sec.56-ssec.2) All cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\n(sch.6-sec.56-ssec.3) The operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\n(sch.6-sec.56-ssec.4) For the purposes of this rule, an authorised person is: a director; or a person approved by the board.\n- (a) a director; or\n- (b) a person approved by the board.","sortOrder":153},{"sectionNumber":"sch.6-sec.57","sectionType":"section","heading":"Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)","content":"### sch.6-sec.57 Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)\n\nIf a co-operative is a small co-operative in a particular financial year, there is no requirement to appoint an auditor, unless the co-operative is directed to prepare audited or reviewed financial statements by its members or by the Registrar. A small co-operative may choose to appoint an auditor or a reviewer to have its financial statements to members either audited or reviewed each financial year where there is no direction from members or the Registrar.\nA review may be carried out by a person who:\nis a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\nis a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\nis a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body\nLarge co-operatives are required to appoint an auditor in accordance with the procedures under the Law. A large co-operative is one that is not classified as a small co-operative under the National Regulations.\nThe following rule is suitable for a small co-operative that wishes to require its financial statements be either audited or reviewed.\nThe co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\nAn auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\nThe appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\nThe co-operative may appoint another auditor/reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\nThe provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\nSee section 310 of the Law regarding the removal and resignation of auditors.\n(sch.6-sec.57-ssec.1) The co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\n(sch.6-sec.57-ssec.2) An auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\n(sch.6-sec.57-ssec.3) The appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\n(sch.6-sec.57-ssec.4) The co-operative may appoint another auditor/reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\n(sch.6-sec.57-ssec.5) The provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\n- • is a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\n- • is a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\n- • is a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body","sortOrder":154},{"sectionNumber":"sch.6-sec.58","sectionType":"section","heading":"Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)","content":"### sch.6-sec.58 Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)\n\nIf a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may) within one month of the direction.\nAn auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.\n(sch.6-sec.58-ssec.1) If a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may) within one month of the direction.\n(sch.6-sec.58-ssec.2) An auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.","sortOrder":155},{"sectionNumber":"sch.6-sec.59","sectionType":"section","heading":"Disposal of surplus funds during a financial year (CNL ss19, 355 & 356)","content":"### sch.6-sec.59 Disposal of surplus funds during a financial year (CNL ss19, 355 & 356)\n\nThe board may retain all or part of the surplus arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative.\nNo part of the surplus may be paid or transferred directly or indirectly, by way of profit, to members of the co-operative.\nA part of the surplus, but not more than ....... %, arising in any year from the business of the co-operative may be applied for charitable purposes.\n(sch.6-sec.59-ssec.1) The board may retain all or part of the surplus arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative.\n(sch.6-sec.59-ssec.2) No part of the surplus may be paid or transferred directly or indirectly, by way of profit, to members of the co-operative.\n(sch.6-sec.59-ssec.3) A part of the surplus, but not more than ....... %, arising in any year from the business of the co-operative may be applied for charitable purposes.","sortOrder":156},{"sectionNumber":"sch.6-sec.60","sectionType":"section","heading":"Provision for loss","content":"### sch.6-sec.60 Provision for loss\n\nThe board must make appropriate provision for losses in the co-operative’s accounts and when reporting to members is to indicate whether the loss is expected to continue and whether there is any real prejudice to the co-operative’s solvency.","sortOrder":157},{"sectionNumber":"sch.6-sec.61","sectionType":"section","heading":"Financial reports to members (CNL Part 3.3 )","content":"### sch.6-sec.61 Financial reports to members (CNL Part 3.3 )\n\nThe co-operative must prepare financial reports and statements in accordance with the Law, the National Regulations and these rules.\nThe financial reports or statements required by the Law to be given to members vary according to the size of a co-operative in a given year. Large co-operatives are required to prepare and lodge with the Registrar full audited financial reports as set out in Part 3.3 of the Law. Small co-operatives are not required to lodge financial reports with the Registrar but are required to lodge an annual return under section 293 of the Law and provide members with basic minimum financial statements set out in the National Regulations. If the basic minimum reports prescribed in the National Regulations are not considered sufficient for a particular co-operative, the rules may include additional financial statements or information.","sortOrder":158},{"sectionNumber":"sch.6-pt.8","sectionType":"part","heading":"Winding up","content":"# Winding up","sortOrder":159},{"sectionNumber":"sch.6-sec.62","sectionType":"section","heading":"Winding up (CNL Part 4.5 )","content":"### sch.6-sec.62 Winding up (CNL Part 4.5 )\n\nA non-distributing co-operative is prohibited from distributing any surplus to members either during its operations or when it is wound up. If there are surplus funds after winding up, those funds must be given to another entity that also prevents distribution to its members. The co-operative may specify this entity in its rules and if the entity, for some reason, no longer exists when the co-operative is wound up, then the rule can provide a process for determining an alternative recipient of the funds.\nThe winding up of the co-operative must be in accordance with Part 4.5 of the Law.\nIf, on the winding up or dissolution, there remains after the satisfaction of all its debts and liabilities any property, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to ...................... (insert name of entity to receive surplus) .\nIf the entity specified in subrule (2) does not exist at the time of the winding up or dissolution of the co-operative, any surplus property after the satisfaction of all its debts and liabilities must be given or transferred to an institution or institutions:\nwith objects similar to those of the co-operative; and\nwhose constitution prohibits the distribution of its property among its members; and\nchosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\nIf the co-operative does not wish to specify an entity to receive any surplus after winding up the following subrule is suitable:\nIf, on the winding up or dissolution, there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions:\nwith objects similar to those of the co-operative; and\nwhose constitution prohibits the distribution of its property among its members; and\nchosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n(sch.6-sec.62-ssec.1) The winding up of the co-operative must be in accordance with Part 4.5 of the Law.\n(sch.6-sec.62-ssec.2) If, on the winding up or dissolution, there remains after the satisfaction of all its debts and liabilities any property, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to ...................... (insert name of entity to receive surplus) .\n(sch.6-sec.62-ssec.3) If the entity specified in subrule (2) does not exist at the time of the winding up or dissolution of the co-operative, any surplus property after the satisfaction of all its debts and liabilities must be given or transferred to an institution or institutions: with objects similar to those of the co-operative; and whose constitution prohibits the distribution of its property among its members; and chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n(sch.6-sec.62-note-oc.2-frag-ssec.2) If, on the winding up or dissolution, there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions: with objects similar to those of the co-operative; and whose constitution prohibits the distribution of its property among its members; and chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n- (a) with objects similar to those of the co-operative; and\n- (b) whose constitution prohibits the distribution of its property among its members; and\n- (c) chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n- (a) with objects similar to those of the co-operative; and\n- (b) whose constitution prohibits the distribution of its property among its members; and\n- (c) chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.","sortOrder":160},{"sectionNumber":"sch.7-pt.1","sectionType":"part","heading":"Preliminary","content":"# Preliminary","sortOrder":161},{"sectionNumber":"sch.7-sec.1","sectionType":"section","heading":"Application of these rules","content":"### sch.7-sec.1 Application of these rules\n\nThese rules are the rules of the .............. (insert name of co-operative) .","sortOrder":162},{"sectionNumber":"sch.7-sec.2","sectionType":"section","heading":"Definitions","content":"### sch.7-sec.2 Definitions\n\nIn these rules:\nballot paper means a ballot paper in paper or electronic form.\nbasic minimum financial statements means the financial statement required of a small co-operative under the National Regulations.\nboard means the board of the co-operative.\nCNL is a reference to the Co-operatives National Law as applying in this jurisdiction.\ndirector means a director of the co-operative.\nmember means a member of the co-operative.\nmember director and non-member director —see section 174 of the Law and rule 45 .\nstandard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post.\nthe co-operative means the ................. (insert name of co-operative) .\nthe Law means the Co-operatives National Law as applying in this jurisdiction.\nthe National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\nExcept so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.\n(sch.7-sec.2-ssec.1) In these rules: ballot paper means a ballot paper in paper or electronic form. basic minimum financial statements means the financial statement required of a small co-operative under the National Regulations. board means the board of the co-operative. CNL is a reference to the Co-operatives National Law as applying in this jurisdiction. director means a director of the co-operative. member means a member of the co-operative. member director and non-member director —see section 174 of the Law and rule 45 . standard postal times means the times when properly addressed and prepaid letters would be delivered in the ordinary course of post. the co-operative means the ................. (insert name of co-operative) . the Law means the Co-operatives National Law as applying in this jurisdiction. the National Regulations means the Co-operatives National Regulations as applying in this jurisdiction.\n(sch.7-sec.2-ssec.2) Except so far as the contrary intention appears in these rules, words and expressions used in these rules have the same meanings as they have, from time to time, in the Law or relevant provisions of the Law.","sortOrder":163},{"sectionNumber":"sch.7-sec.3","sectionType":"section","heading":"Name of the co-operative (CNL ss220–222 & 224)","content":"### sch.7-sec.3 Name of the co-operative (CNL ss220–222 & 224)\n\nThe name of the co-operative is .................... (insert name of co-operative) .","sortOrder":164},{"sectionNumber":"sch.7-pt.2","sectionType":"part","heading":"Membership","content":"# Membership","sortOrder":165},{"sectionNumber":"sch.7-pt.2-div.1","sectionType":"division","heading":"Membership generally","content":"## Membership generally","sortOrder":166},{"sectionNumber":"sch.7-sec.4","sectionType":"section","heading":"Active membership provisions (CNL ss112(2), 144, 148 & 156–166)","content":"### sch.7-sec.4 Active membership provisions (CNL ss112(2), 144, 148 & 156–166)\n\nPrimary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are:\n..................................................\n..................................................\nActive membership requirements A member must\n..................................................\n..................................................\nto establish and maintain active membership of the co-operative.\nFailure to maintain active membership may lead to cancellation of membership (see rule 21 ).\n(sch.7-sec.4-ssec.1) Primary activity For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are: .................................................. ..................................................\n(sch.7-sec.4-ssec.2) Active membership requirements A member must .................................................. .................................................. to establish and maintain active membership of the co-operative. Failure to maintain active membership may lead to cancellation of membership (see rule 21 ).","sortOrder":167},{"sectionNumber":"sch.7-sec.5","sectionType":"section","heading":"Qualifications for membership (CNL s112)","content":"### sch.7-sec.5 Qualifications for membership (CNL s112)\n\nA person qualifies for membership of the co-operative if the person is able to use or contribute to the services of the co-operative.\nInsert here any other membership qualifications. For example, a housing co-operative may require members to qualify for housing assistance under other government regulations.","sortOrder":168},{"sectionNumber":"sch.7-sec.6","sectionType":"section","heading":"Entry fees and regular subscriptions (CNL s124)","content":"### sch.7-sec.6 Entry fees and regular subscriptions (CNL s124)\n\nThe entry fee for an application for membership is ..............\nThere does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\nThe regular subscription (also known as a periodic membership fee) is .................\nThere need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.\n(sch.7-sec.6-ssec.1) The entry fee for an application for membership is .............. There does not need to be an entry fee, or a fee could be determined each year by the board and published at the registered office or on the website of the co-operative.\n(sch.7-sec.6-ssec.2) The regular subscription (also known as a periodic membership fee) is ................. There need not be any regular subscription, or there could be an annual fee or a fee payable for other periods of time or determined from time to time by the board and published at the registered office or on the website of the co-operative.","sortOrder":169},{"sectionNumber":"sch.7-sec.7","sectionType":"section","heading":"Membership applications","content":"### sch.7-sec.7 Membership applications\n\nApplications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by:\npayment of any applicable entry fee or subscription set under rule 6 ; and\npayment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .\nEvery application must be considered by the board.\nIf the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\nThe applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\nThe board may, at its discretion, refuse an application for membership.\nThe board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.\n(sch.7-sec.7-ssec.1) Applications for membership must be lodged at the registered office in the application form approved by the board, and should be accompanied by: payment of any applicable entry fee or subscription set under rule 6 ; and payment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .\n(sch.7-sec.7-ssec.2) Every application must be considered by the board.\n(sch.7-sec.7-ssec.3) If the board approves the application, the applicant’s name and any other information required under the Law must be entered in the register of members within 28 days of the board’s approval.\n(sch.7-sec.7-ssec.4) The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.\n(sch.7-sec.7-ssec.5) The board may, at its discretion, refuse an application for membership.\n(sch.7-sec.7-ssec.6) The board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded within 28 days without interest.\n- (a) payment of any applicable entry fee or subscription set under rule 6 ; and\n- (b) payment for allotment of the minimum number of shares in the co-operative as specified in rule 16 .","sortOrder":170},{"sectionNumber":"sch.7-sec.8","sectionType":"section","heading":"Cessation of membership (CNL s117)","content":"### sch.7-sec.8 Cessation of membership (CNL s117)\n\nA person ceases to be a member in any of the following circumstances:\nif the membership ceases in any circumstances specified in section 117 of the Law;\nif the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;\nif the member’s total shareholding is forfeited under the Law or these rules;\nif the member’s total shareholding is purchased by the co-operative under the Law or these rules;\nif the member’s total shareholding is sold by the co-operative under any power in the Law or these rules and the purchaser is registered as shareholder in the member’s place.\n- (a) if the membership ceases in any circumstances specified in section 117 of the Law;\n- (b) if the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;\n- (c) if the member’s total shareholding is forfeited under the Law or these rules;\n- (d) if the member’s total shareholding is purchased by the co-operative under the Law or these rules;\n- (e) if the member’s total shareholding is sold by the co-operative under any power in the Law or these rules and the purchaser is registered as shareholder in the member’s place.","sortOrder":171},{"sectionNumber":"sch.7-sec.9","sectionType":"section","heading":"Expulsion of members (CNL s117)","content":"### sch.7-sec.9 Expulsion of members (CNL s117)\n\nA member may be expelled from the co-operative by special resolution to the effect:\nthat the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\nthat the member has acted in a way that has:\nprevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\nbrought the co-operative into disrepute; or\nbeen contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\nWritten notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\nAt the general meeting when the special resolution for expulsion is proposed the following procedures apply:\nat the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\nif the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\nonce the alleged conduct is considered, the co-operative may decide to expel the member concerned;\nthe co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\na motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\nExpulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\nAn expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\nA member re-admitted must not have restored to him or her any shares that were cancelled on his or her expulsion.\n(sch.7-sec.9-ssec.1) A member may be expelled from the co-operative by special resolution to the effect: that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or that the member has acted in a way that has: prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or brought the co-operative into disrepute; or been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n(sch.7-sec.9-ssec.2) Written notice of the proposed special resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.\n(sch.7-sec.9-ssec.3) At the general meeting when the special resolution for expulsion is proposed the following procedures apply: at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member; if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member; once the alleged conduct is considered, the co-operative may decide to expel the member concerned; the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote; a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.\n(sch.7-sec.9-ssec.4) Expulsion of one joint member means expulsion of all members holding membership jointly with the expelled member.\n(sch.7-sec.9-ssec.5) An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution.\n(sch.7-sec.9-ssec.6) A member re-admitted must not have restored to him or her any shares that were cancelled on his or her expulsion.\n- (a) that the member has seriously or repetitively failed to discharge the member’s obligations to the co-operative under these rules or a contract entered into with the co-operative under section 125 of the Law; or\n- (b) that the member has acted in a way that has: (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or (ii) brought the co-operative into disrepute; or (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or\n- (ii) brought the co-operative into disrepute; or\n- (iii) been contrary to one or more of the co-operative principles as described in section 10 of the Law and has caused the co-operative harm.\n- (a) at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross-examine witnesses called against the member;\n- (b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the member’s alleged conduct must be considered and the co-operative may decide on the evidence before it, despite the absence of the member;\n- (c) once the alleged conduct is considered, the co-operative may decide to expel the member concerned;\n- (d) the co-operative must not make a decision on the alleged conduct or on expulsion, except by vote by secret ballot of the members present, in person or represented by proxy or by attorney, and entitled to vote;\n- (e) a motion for the decision is not taken to be passed unless two-thirds of the members present, in person or represented by proxy or by attorney, vote in favour of the motion.","sortOrder":172},{"sectionNumber":"sch.7-sec.10","sectionType":"section","heading":"Resignation of members (CNL s117)","content":"### sch.7-sec.10 Resignation of members (CNL s117)\n\nA member may resign from a co-operative by giving ............ (insert period of time) notice in writing in the form approved by the board.","sortOrder":173},{"sectionNumber":"sch.7-sec.11","sectionType":"section","heading":"Monetary consequences of expulsion or resignation (CNL s128)","content":"### sch.7-sec.11 Monetary consequences of expulsion or resignation (CNL s128)\n\nIn this rule:\ndeficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co-operative, or later reported before expulsion.\nIf a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\nThe shares of an expelled or resigning member must be cancelled as at the day of expulsion or resignation, and the cancellation must be noted in the register of shares.\nSubject to subrule (5) and the written terms of a class of share issued, the co-operative must, however, pay to the expelled or resigning member the amount of capital paid up on the former member’s shares at the time of expulsion or resignation (less any amount owing by the former member to the co-operative).\nIf a deficiency exists, an appropriate proportion of the loss, deficiency or significant change may be deducted from the amount of capital paid up on the shares of the expelled or resigning member. This is done having regard to the number of shares held by the expelled or resigning member immediately before expulsion or resignation in relation to the number of shares in the co-operative.\nSubject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member:\nmust be made at the time decided by the board but within one year from the date of expulsion or resignation; or\nmay be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n(sch.7-sec.11-ssec.1) In this rule: deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co-operative, or later reported before expulsion.\n(sch.7-sec.11-ssec.2) If a member is expelled or resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.\n(sch.7-sec.11-ssec.3) The shares of an expelled or resigning member must be cancelled as at the day of expulsion or resignation, and the cancellation must be noted in the register of shares.\n(sch.7-sec.11-ssec.4) Subject to subrule (5) and the written terms of a class of share issued, the co-operative must, however, pay to the expelled or resigning member the amount of capital paid up on the former member’s shares at the time of expulsion or resignation (less any amount owing by the former member to the co-operative).\n(sch.7-sec.11-ssec.5) If a deficiency exists, an appropriate proportion of the loss, deficiency or significant change may be deducted from the amount of capital paid up on the shares of the expelled or resigning member. This is done having regard to the number of shares held by the expelled or resigning member immediately before expulsion or resignation in relation to the number of shares in the co-operative.\n(sch.7-sec.11-ssec.6) Subject to section 128 of the Law, payment to the expelled or resigning member of any amount owing by the co-operative to the former member: must be made at the time decided by the board but within one year from the date of expulsion or resignation; or may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.\n- (a) must be made at the time decided by the board but within one year from the date of expulsion or resignation; or\n- (b) may be applied at the time decided by the board, but within one year from the date of expulsion or resignation, in the manner set out in section 128 of the Law, if there is agreement by the board and former member or if the board considers that repayment would adversely affect the financial position of the co-operative.","sortOrder":174},{"sectionNumber":"sch.7-sec.12","sectionType":"section","heading":"Suspension of members","content":"### sch.7-sec.12 Suspension of members\n\nThe co-operative may suspend a member for not more than one year, who does any of the following:\ncontravenes any of these rules;\nfails to discharge obligations to the co-operative, whether under these rules or a contract;\nacts detrimentally to the interests of the co-operative.\nIn order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\nDuring the period of suspension, the member:\nloses any rights (except the right to vote) arising as a result of membership; and\nis not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\nremains liable for any fine that may be imposed.\n(sch.7-sec.12-ssec.1) The co-operative may suspend a member for not more than one year, who does any of the following: contravenes any of these rules; fails to discharge obligations to the co-operative, whether under these rules or a contract; acts detrimentally to the interests of the co-operative.\n(sch.7-sec.12-ssec.2) In order to suspend a member, the procedure for expulsion of a member set out in rule 9 is to be followed as if references to expulsion were references to suspension.\n(sch.7-sec.12-ssec.3) During the period of suspension, the member: loses any rights (except the right to vote) arising as a result of membership; and is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and remains liable for any fine that may be imposed.\n- (a) contravenes any of these rules;\n- (b) fails to discharge obligations to the co-operative, whether under these rules or a contract;\n- (c) acts detrimentally to the interests of the co-operative.\n- (a) loses any rights (except the right to vote) arising as a result of membership; and\n- (b) is not entitled to a refund, rebate, relief or credit for membership fees paid, or payable, to the co-operative; and\n- (c) remains liable for any fine that may be imposed.","sortOrder":175},{"sectionNumber":"sch.7-pt.2-div.2","sectionType":"division","heading":"Dispute resolution","content":"## Dispute resolution","sortOrder":176},{"sectionNumber":"sch.7-sec.13","sectionType":"section","heading":"Disputes and mediation (CNL s129)","content":"### sch.7-sec.13 Disputes and mediation (CNL s129)\n\nThe grievance procedure set out in this rule applies to disputes under these rules between:\na member and another member; or\na member (including a former member) and the co-operative.\nIf a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\nThe parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of:\nthe dispute coming to the attention of each party; or\na party giving notice, to each of the other parties involved, of the dispute or grievance.\nIf the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\nThe mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties:\nfor a dispute between a member and another member, a person appointed by the board; or\nfor a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\nThe mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\nThe parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\nThe mediator, in conducting the mediation, must:\ngive the parties to the mediation process every opportunity to be heard; and\nallow due consideration by all parties of any written statement submitted by any party; and\nensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\nThe mediator cannot determine the dispute.\nThe mediation must be confidential and without prejudice.\nThe costs of the mediation are to be shared equally between the parties unless otherwise agreed.\nNothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\nNothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\nIf the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\nSection 130 of the Law applies if mediation does not resolve the dispute.\n(sch.7-sec.13-ssec.1) The grievance procedure set out in this rule applies to disputes under these rules between: a member and another member; or a member (including a former member) and the co-operative.\n(sch.7-sec.13-ssec.2) If a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.\n(sch.7-sec.13-ssec.3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of: the dispute coming to the attention of each party; or a party giving notice, to each of the other parties involved, of the dispute or grievance.\n(sch.7-sec.13-ssec.4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.\n(sch.7-sec.13-ssec.5) The mediator is, where possible, to be a person chosen by agreement between the parties, but in the absence of agreement between the parties: for a dispute between a member and another member, a person appointed by the board; or for a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\n(sch.7-sec.13-ssec.6) The mediator may (but need not) be a member of the co-operative, unless the member is a party to the dispute.\n(sch.7-sec.13-ssec.7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.\n(sch.7-sec.13-ssec.8) The mediator, in conducting the mediation, must: give the parties to the mediation process every opportunity to be heard; and allow due consideration by all parties of any written statement submitted by any party; and ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.\n(sch.7-sec.13-ssec.9) The mediator cannot determine the dispute.\n(sch.7-sec.13-ssec.10) The mediation must be confidential and without prejudice.\n(sch.7-sec.13-ssec.11) The costs of the mediation are to be shared equally between the parties unless otherwise agreed.\n(sch.7-sec.13-ssec.12) Nothing in this rule applies to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.\n(sch.7-sec.13-ssec.13) Nothing in this rule applies to any dispute involving the expulsion or suspension of a member or the imposition of a fine.\n(sch.7-sec.13-ssec.14) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Law or otherwise at law.\n- (a) a member and another member; or\n- (b) a member (including a former member) and the co-operative.\n- (a) the dispute coming to the attention of each party; or\n- (b) a party giving notice, to each of the other parties involved, of the dispute or grievance.\n- (a) for a dispute between a member and another member, a person appointed by the board; or\n- (b) for a dispute between a member (including a former member) and the co-operative, a person appointed by the Australian Mediation Association.\n- (a) give the parties to the mediation process every opportunity to be heard; and\n- (b) allow due consideration by all parties of any written statement submitted by any party; and\n- (c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.","sortOrder":177},{"sectionNumber":"sch.7-pt.2-div.3","sectionType":"division","heading":"Members’ liability","content":"## Members’ liability","sortOrder":178},{"sectionNumber":"sch.7-sec.14","sectionType":"section","heading":"Fines payable by members (CNL ss56 & 126)","content":"### sch.7-sec.14 Fines payable by members (CNL ss56 & 126)\n\nThe board may impose on a member a maximum fine of $ ....... for a contravention of these rules.\nThe maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\nA fine must not be imposed on a member under subrule (1) unless:\nwritten notice of intention to impose the fine and the reason for it has been given to the member; and\nthe member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n(sch.7-sec.14-ssec.1) The board may impose on a member a maximum fine of $ ....... for a contravention of these rules. The maximum amount to be inserted must not be more than $1,000, or $500 for a co-operative with a charitable purpose (see section 56 of the Law and National Regulation 2.1).\n(sch.7-sec.14-ssec.2) A fine must not be imposed on a member under subrule (1) unless: written notice of intention to impose the fine and the reason for it has been given to the member; and the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.\n- (a) written notice of intention to impose the fine and the reason for it has been given to the member; and\n- (b) the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.","sortOrder":179},{"sectionNumber":"sch.7-sec.15","sectionType":"section","heading":"Liability of members to co-operatives (CNL ss117(2) & 121)","content":"### sch.7-sec.15 Liability of members to co-operatives (CNL ss117(2) & 121)\n\nA member is liable to the co-operative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry fees and regular subscriptions, payable by the member to the co-operative under these rules.\nJoint members are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subrule (1) .\n(sch.7-sec.15-ssec.1) A member is liable to the co-operative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry fees and regular subscriptions, payable by the member to the co-operative under these rules.\n(sch.7-sec.15-ssec.2) Joint members are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subrule (1) .","sortOrder":180},{"sectionNumber":"sch.7-pt.2-div.4","sectionType":"division","heading":"Shares","content":"## Shares","sortOrder":181},{"sectionNumber":"sch.7-sec.16","sectionType":"section","heading":"Capital and shares (CNL ss76–82)","content":"### sch.7-sec.16 Capital and shares (CNL ss76–82)\n\nThe capital of the co-operative must be raised by the issue of shares of nominal value of $....... each.\nA member must hold a minimum of ........ shares in the co-operative and must not hold or have a relevant interest in more than 20% of the nominal value of issued share capital of the co-operative unless permitted to do so under section 363 of the Law.\nNo share is to be allotted unless .... (insert “100%” OR “at least ....... %”) of the nominal value of the share has been paid.\nShares may be required to be fully paid for them to be allotted or they may be partly paid provided the minimum paid up is 10%. The amount to be paid is a matter for the co-operative to determine in the light of its capital requirements. Section 78 of the Law requires there to be a minimum of 10% paid up before allotment. The remaining percentage of the share price can be paid either by predetermined subscription amounts or they may simply be subject to a call under rule 17 .\nA share in the co-operative does not carry a vote.\nThe right to vote in the co-operative is attached to membership and governed by section 228 of the Law.\nUnder section 82 of the Law, the co-operative is authorised to require members of a distributing co-operative to take up or subscribe for additional shares under a proposal approved by special resolution.\n(sch.7-sec.16-ssec.1) The capital of the co-operative must be raised by the issue of shares of nominal value of $....... each.\n(sch.7-sec.16-ssec.2) A member must hold a minimum of ........ shares in the co-operative and must not hold or have a relevant interest in more than 20% of the nominal value of issued share capital of the co-operative unless permitted to do so under section 363 of the Law.\n(sch.7-sec.16-ssec.3) No share is to be allotted unless .... (insert “100%” OR “at least ....... %”) of the nominal value of the share has been paid. Shares may be required to be fully paid for them to be allotted or they may be partly paid provided the minimum paid up is 10%. The amount to be paid is a matter for the co-operative to determine in the light of its capital requirements. Section 78 of the Law requires there to be a minimum of 10% paid up before allotment. The remaining percentage of the share price can be paid either by predetermined subscription amounts or they may simply be subject to a call under rule 17 .\n(sch.7-sec.16-ssec.4) A share in the co-operative does not carry a vote.\n(sch.7-sec.16-ssec.5) The right to vote in the co-operative is attached to membership and governed by section 228 of the Law.","sortOrder":182},{"sectionNumber":"sch.7-sec.17","sectionType":"section","heading":"Calls on shares","content":"### sch.7-sec.17 Calls on shares\n\nThe board may from time to time make calls on the members for any amounts unpaid on the shares of the members (whether on the nominal value of the shares or by way of premium), regardless of the share subscription amount (if any) specified in the terms of issue of the shares.\nEach member must, on receiving at least 14 days’ notice of the time and place of payment, pay to the co-operative, at the time and place specified, the amount called on the shares.\nThe directors may revoke or postpone a call.\nA call is taken to have been made when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.\nThe joint holders of a share are jointly and severally liable to pay all calls for the share.\nIf an amount called for a share is not paid before or on the day fixed for payment of the amount, the person from whom the amount is due must pay interest on the amount from the day fixed for the payment of the amount to the time of actual payment at the rate, not more than 16% per annum, the directors decide, but the directors may waive payment of all or part of the interest.\nAn amount that, under the terms of issue of a share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by way of premium, is for these rules taken to be a call made and payable on the day that, under the terms of issue, the amount becomes payable. If the amount is not paid, all relevant provisions of these rules about payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable under a call properly made and notified.\nThe board may, in relation to the issue of shares, differentiate between the holders in the amount of calls to be paid and the times of payment.\nThe board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.\nThe board may authorise payment by the co-operative of interest on all or part of an amount accepted under subrule (9) until the amount becomes payable, at a rate agreed between the board and the member paying the amount, of not more than 8% per annum or another rate fixed by the co-operative by special resolution.\n(sch.7-sec.17-ssec.1) The board may from time to time make calls on the members for any amounts unpaid on the shares of the members (whether on the nominal value of the shares or by way of premium), regardless of the share subscription amount (if any) specified in the terms of issue of the shares.\n(sch.7-sec.17-ssec.2) Each member must, on receiving at least 14 days’ notice of the time and place of payment, pay to the co-operative, at the time and place specified, the amount called on the shares.\n(sch.7-sec.17-ssec.3) The directors may revoke or postpone a call.\n(sch.7-sec.17-ssec.4) A call is taken to have been made when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.\n(sch.7-sec.17-ssec.5) The joint holders of a share are jointly and severally liable to pay all calls for the share.\n(sch.7-sec.17-ssec.6) If an amount called for a share is not paid before or on the day fixed for payment of the amount, the person from whom the amount is due must pay interest on the amount from the day fixed for the payment of the amount to the time of actual payment at the rate, not more than 16% per annum, the directors decide, but the directors may waive payment of all or part of the interest.\n(sch.7-sec.17-ssec.7) An amount that, under the terms of issue of a share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by way of premium, is for these rules taken to be a call made and payable on the day that, under the terms of issue, the amount becomes payable. If the amount is not paid, all relevant provisions of these rules about payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable under a call properly made and notified.\n(sch.7-sec.17-ssec.8) The board may, in relation to the issue of shares, differentiate between the holders in the amount of calls to be paid and the times of payment.\n(sch.7-sec.17-ssec.9) The board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.\n(sch.7-sec.17-ssec.10) The board may authorise payment by the co-operative of interest on all or part of an amount accepted under subrule (9) until the amount becomes payable, at a rate agreed between the board and the member paying the amount, of not more than 8% per annum or another rate fixed by the co-operative by special resolution.","sortOrder":183},{"sectionNumber":"sch.7-sec.18","sectionType":"section","heading":"Repurchase of members’ shares (CNL ss99, 107, 109 & 118)","content":"### sch.7-sec.18 Repurchase of members’ shares (CNL ss99, 107, 109 & 118)\n\nMembers’ shares may be repurchased by the co-operative in accordance with the Law.\nOR\nMembers’ shares held in excess of the minimum shareholding required under rule 16 (2) may be repurchased in accordance with the Law.\n(strike out whichever is not applicable.)\nA member who wishes the co-operative to repurchase any shares must do so by submitting a request to the board in the following form:\nI/We ............ being members of the ........... (co-operative name) and the holders of ................ (number of shares) in the co-operative that are fully/partly paid, request that the co-operative repurchase ............ (number of shares). I/We are aware of the conditions of repayment under the Co-operatives National Law or relevant Act.\nSigned .....................................\nDated .....................................\nWitness (name and signature) ......................................\nThe board of the co-operative must consider each request for repurchase in accordance with the Law and cancel any shares that have been repurchased.\n(sch.7-sec.18-ssec.1) Members’ shares may be repurchased by the co-operative in accordance with the Law. OR Members’ shares held in excess of the minimum shareholding required under rule 16 (2) may be repurchased in accordance with the Law. (strike out whichever is not applicable.)\n(sch.7-sec.18-ssec.2) A member who wishes the co-operative to repurchase any shares must do so by submitting a request to the board in the following form: I/We ............ being members of the ........... (co-operative name) and the holders of ................ (number of shares) in the co-operative that are fully/partly paid, request that the co-operative repurchase ............ (number of shares). I/We are aware of the conditions of repayment under the Co-operatives National Law or relevant Act. Signed ..................................... Dated ..................................... Witness (name and signature) ......................................\n(sch.7-sec.18-ssec.3) The board of the co-operative must consider each request for repurchase in accordance with the Law and cancel any shares that have been repurchased.","sortOrder":184},{"sectionNumber":"sch.7-sec.19","sectionType":"section","heading":"Transfer of shares (CNL ss100 & 101)","content":"### sch.7-sec.19 Transfer of shares (CNL ss100 & 101)\n\nThe instrument of transfer of a share must be signed by or for the transferor and the transferee.\nThe transferor is taken to remain the holder of the share until the name of the transferee is entered in the register of members.\nShares must be transferred in the following form or another form approved by the board:\nI, A.B. (the transferor) of ................ in the State/Territory of ................... in consideration of the sum of $ ....... paid to me by C.D. (the transferee), of ....................... in the State/Territory of .......................... transfer to the transferee the share (or shares) numbered .......................... in the .......................... (name of co-operative) to hold for the transferee, the transferee’s executors, administrators, and assigns, subject to the several conditions on which I hold the same at the time of the execution.\nAnd I, the transferee, agree to take the said share (or shares) subject to the conditions previously mentioned in this document.\nDated this .......................... day of .......................... 20........\nSigned by .......................... transferor.\nIn the presence of .......................... witness.\nSigned by .......................... transferee.\nIn the presence of .......................... witness.\nA share may not be sold or transferred except:\nwith the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or\nas otherwise provided by these rules or the Law.\nThe board may decline to register a transfer of shares to a person not qualified to be a member or of whom they do not approve. The board may also decline to register a transfer of shares on which the co-operative has a lien or charge. If the board refuses to register a transfer of shares it must send notice of the refusal to the transferee within 28 days after the day the board declined to register the transfer.\nThe board of the co-operative must not consent to the sale or transfer of shares that would result in more than the nominal value of shares permitted under section 363 of the Law.\nThe board may decline to recognise an instrument of transfer unless:\na fee of $ ....... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and\nthe instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.\nThe board must maintain a record of all transfers made in the proper books of the co-operative.\nThe board may suspend the registration of transfers during the 45 days immediately before the annual general meeting in each year.\n(sch.7-sec.19-ssec.1) The instrument of transfer of a share must be signed by or for the transferor and the transferee.\n(sch.7-sec.19-ssec.2) The transferor is taken to remain the holder of the share until the name of the transferee is entered in the register of members.\n(sch.7-sec.19-ssec.3) Shares must be transferred in the following form or another form approved by the board: I, A.B. (the transferor) of ................ in the State/Territory of ................... in consideration of the sum of $ ....... paid to me by C.D. (the transferee), of ....................... in the State/Territory of .......................... transfer to the transferee the share (or shares) numbered .......................... in the .......................... (name of co-operative) to hold for the transferee, the transferee’s executors, administrators, and assigns, subject to the several conditions on which I hold the same at the time of the execution. And I, the transferee, agree to take the said share (or shares) subject to the conditions previously mentioned in this document. Dated this .......................... day of .......................... 20........ Signed by .......................... transferor. In the presence of .......................... witness. Signed by .......................... transferee. In the presence of .......................... witness.\n(sch.7-sec.19-ssec.4) A share may not be sold or transferred except: with the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or as otherwise provided by these rules or the Law.\n(sch.7-sec.19-ssec.5) The board may decline to register a transfer of shares to a person not qualified to be a member or of whom they do not approve. The board may also decline to register a transfer of shares on which the co-operative has a lien or charge. If the board refuses to register a transfer of shares it must send notice of the refusal to the transferee within 28 days after the day the board declined to register the transfer.\n(sch.7-sec.19-ssec.6) The board of the co-operative must not consent to the sale or transfer of shares that would result in more than the nominal value of shares permitted under section 363 of the Law.\n(sch.7-sec.19-ssec.7) The board may decline to recognise an instrument of transfer unless: a fee of $ ....... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and the instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.\n(sch.7-sec.19-ssec.8) The board must maintain a record of all transfers made in the proper books of the co-operative.\n(sch.7-sec.19-ssec.9) The board may suspend the registration of transfers during the 45 days immediately before the annual general meeting in each year.\n- (a) with the consent of the board, and to a person who is qualified to be admitted to membership of the co-operative under rules 4 and 5 ; or\n- (b) as otherwise provided by these rules or the Law.\n- (a) a fee of $ ....... (or a smaller amount decided by the board from time to time) is paid to the co-operative for the transfer; and\n- (b) the instrument of transfer is accompanied by any evidence the board may require to show the right of the transferor to make the transfer.","sortOrder":185},{"sectionNumber":"sch.7-sec.20","sectionType":"section","heading":"Effect of sale, transfer or disposal of shares (CNL ss232 & 233)","content":"### sch.7-sec.20 Effect of sale, transfer or disposal of shares (CNL ss232 & 233)\n\nA member who has sold or transferred, or disposed of the beneficial interest in, all the member’s shares, or has agreed to do any of those things, is not entitled to vote at any meeting of the co-operative.","sortOrder":186},{"sectionNumber":"sch.7-pt.2-div.5","sectionType":"division","heading":"Member cancellations","content":"## Member cancellations","sortOrder":187},{"sectionNumber":"sch.7-sec.21","sectionType":"section","heading":"Forfeiture and cancellations—inactive members (CNL ss156–163)","content":"### sch.7-sec.21 Forfeiture and cancellations—inactive members (CNL ss156–163)\n\nThe board must declare the membership of a member cancelled if:\nthe whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ...... years; or\nthe member is not presently active and has not been active within the meaning of rule 4 in the past ...... years.\nThe period of inactivity must take account of the active membership requirements in rule 4 . For example, if a member is required to acquire or sell product or services during a calendar year, the period of time should be expressed in terms of calendar years.\nThe period of time for inactivity under the Law is 3 years. The co-operative’s rules may specify a shorter time than 3 years. If no period of time is specified, it will be as specified in the Law.\n- (a) the whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least ...... years; or\n- (b) the member is not presently active and has not been active within the meaning of rule 4 in the past ...... years.","sortOrder":188},{"sectionNumber":"sch.7-sec.22","sectionType":"section","heading":"Forfeiture of shares (CNL s109)","content":"### sch.7-sec.22 Forfeiture of shares (CNL s109)\n\nIf a member fails to pay a call or instalment of a call by the day appointed for payment, the board may, at any time that any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest that may have accrued.\nThe notice must name a further day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares for which the call was made will be liable to be forfeited.\nIf the requirements of the notice served under this rule are not complied with, any share in respect of which the notice has been given may at any time (but before the payment required by the notice has been made) be forfeited by a resolution of the board.\nThere will be no dividends on these shares.\nForfeited shares must be cancelled.\n(sch.7-sec.22-ssec.1) If a member fails to pay a call or instalment of a call by the day appointed for payment, the board may, at any time that any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest that may have accrued.\n(sch.7-sec.22-ssec.2) The notice must name a further day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares for which the call was made will be liable to be forfeited.\n(sch.7-sec.22-ssec.3) If the requirements of the notice served under this rule are not complied with, any share in respect of which the notice has been given may at any time (but before the payment required by the notice has been made) be forfeited by a resolution of the board. There will be no dividends on these shares.\n(sch.7-sec.22-ssec.4) Forfeited shares must be cancelled.","sortOrder":189},{"sectionNumber":"sch.7-sec.23","sectionType":"section","heading":"Forfeited shares—liability of members","content":"### sch.7-sec.23 Forfeited shares—liability of members\n\nA person whose shares have been forfeited under these rules stops being a member if membership is conditional on the holding of the shares or membership has otherwise been cancelled under the Law. The person nevertheless remains liable to pay to the co-operative all amounts that are (as at the date of forfeiture) payable by him or her to the co-operative for the shares.\nA statutory declaration in writing by a director, the chief executive officer or secretary of the co-operative stating that a share in the co-operative has been forfeited and cancelled on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.\nThe co-operative has set-off rights against share capital as specified in section 127 of the Law.\n(sch.7-sec.23-ssec.1) A person whose shares have been forfeited under these rules stops being a member if membership is conditional on the holding of the shares or membership has otherwise been cancelled under the Law. The person nevertheless remains liable to pay to the co-operative all amounts that are (as at the date of forfeiture) payable by him or her to the co-operative for the shares.\n(sch.7-sec.23-ssec.2) A statutory declaration in writing by a director, the chief executive officer or secretary of the co-operative stating that a share in the co-operative has been forfeited and cancelled on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.\n(sch.7-sec.23-ssec.3) The co-operative has set-off rights against share capital as specified in section 127 of the Law.","sortOrder":190},{"sectionNumber":"sch.7-pt.2-div.6","sectionType":"division","heading":"Deceased or incapacitated members","content":"## Deceased or incapacitated members","sortOrder":191},{"sectionNumber":"sch.7-sec.24","sectionType":"section","heading":"Death of member (CNL ss93 & 102–106)","content":"### sch.7-sec.24 Death of member (CNL ss93 & 102–106)\n\nThe legal personal representative of a deceased member may apply to the board for a transfer of the deceased member’s shares in the following form:\nI, ........................., am the legal personal representative of ................... (a member of the co-operative) who died on.............\nCopies of my appointment as executor/administrator of the estate are attached.\nI request that the board transfer all shares attaching to the membership of ...................... being shares numbered .................. in the co-operative, to me.\nA. I intend to hold the shares subject to the deceased member’s last will and testament/letters of administration and will notify the board of any proposal to transfer the shares to any beneficiary/ies OR\nB. I am also the beneficiary of the estate of the deceased member and I am aware of the requirements for active membership under the rules of the co-operative.\n(Include any additional information to enable the board to consider whether the transferee is likely to be an active member of the co-operative.)\nDated .............................\nSigned by ...................................\nLegal personal representative\nIn the presence of .................................... witness.","sortOrder":192},{"sectionNumber":"sch.7-sec.25","sectionType":"section","heading":"Rights and liabilities of members under bankruptcy or mental incapacity (CNL ss95, 96 & 117)","content":"### sch.7-sec.25 Rights and liabilities of members under bankruptcy or mental incapacity (CNL ss95, 96 & 117)\n\nA person’s membership ceases upon bankruptcy and that person’s shares may be transferred to the Official Trustee in Bankruptcy and dealt with under the provisions of section 95 of the Law.\nA person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s shares and the rights and liabilities of membership vest in that person during the period of the appointment.\nThe liabilities attaching to the shares of a person under bankruptcy or mental incapacity continue in accordance with section 96 of the Law.\nUpon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.\n(sch.7-sec.25-ssec.1) A person’s membership ceases upon bankruptcy and that person’s shares may be transferred to the Official Trustee in Bankruptcy and dealt with under the provisions of section 95 of the Law.\n(sch.7-sec.25-ssec.2) A person appointed under a law of a State or Territory to administer the estate of a member who, through mental or physical infirmity, is incapable of managing his or her affairs, may be registered as the holder of the member’s shares and the rights and liabilities of membership vest in that person during the period of the appointment.\n(sch.7-sec.25-ssec.3) The liabilities attaching to the shares of a person under bankruptcy or mental incapacity continue in accordance with section 96 of the Law.\n(sch.7-sec.25-ssec.4) Upon application by a person appointed to manage the affairs of a member referred to in subrule (2) , the board may decide to suspend some or all active membership obligations if there are grounds to believe that the member’s physical or mental infirmity is temporary.","sortOrder":193},{"sectionNumber":"sch.7-sec.26","sectionType":"section","heading":"Entitlements and liabilities of person registered as trustee, administrator etc.","content":"### sch.7-sec.26 Entitlements and liabilities of person registered as trustee, administrator etc.\n\nA person becoming entitled to be a shareholder because of the death, bankruptcy or incapacity of the holder is entitled to the dividends and other advantages to which the person would be entitled if he or she were the registered holder of the share or shares. However, before being registered as a member, the person is not entitled to exercise any right conferred by membership in relation to meetings of the co-operative.\nA person registered as holder of the shares of a member who has died, or is bankrupt or incapable of managing his or her affairs, has the same liabilities in relation to the share or shares as those to which the deceased, bankrupt or incapable person would have been liable if he or she had remained a member with full legal capacity.\nThe board has the same right to decline or to suspend registration of a share as it would have had for a transfer of a share by the bankrupt or incapacitated person before the bankruptcy or incapacity.\n(sch.7-sec.26-ssec.1) A person becoming entitled to be a shareholder because of the death, bankruptcy or incapacity of the holder is entitled to the dividends and other advantages to which the person would be entitled if he or she were the registered holder of the share or shares. However, before being registered as a member, the person is not entitled to exercise any right conferred by membership in relation to meetings of the co-operative.\n(sch.7-sec.26-ssec.2) A person registered as holder of the shares of a member who has died, or is bankrupt or incapable of managing his or her affairs, has the same liabilities in relation to the share or shares as those to which the deceased, bankrupt or incapable person would have been liable if he or she had remained a member with full legal capacity.\n(sch.7-sec.26-ssec.3) The board has the same right to decline or to suspend registration of a share as it would have had for a transfer of a share by the bankrupt or incapacitated person before the bankruptcy or incapacity.","sortOrder":194},{"sectionNumber":"sch.7-pt.2-div.7","sectionType":"division","heading":"Transfer of securities other than shares","content":"## Transfer of securities other than shares","sortOrder":195},{"sectionNumber":"sch.7-sec.27","sectionType":"section","heading":"Transfer and transmission of debentures","content":"### sch.7-sec.27 Transfer and transmission of debentures\n\nOn the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\nIf the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\nAn instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\nThe board may decline to recognise an instrument of debenture and may decline to register a debenture unless:\na fee of $........ (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\nthe instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\nany government stamp duty payable is paid.\nDebentures must be transferred in the following form or in a form approved by the board:\nI, A.B. (the transferor) of .................... in the State/Territory of .................. in consideration of the sum of $ ...... paid to me by C.D (the transferee), of ...................... in the State of ..................... transfer to the transferee the debenture(s) numbered .................................... to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s).\nAnd I, the transferee, agree to take the debenture(s) subject to the conditions mentioned.\nDated this ........................... day of ........................... 20........\nSigned by ........................... transferor.\nIn the presence of .............................. witness.\nSigned by ..................................... transferee.\nIn the presence of ..................................... witness.\n(sch.7-sec.27-ssec.1) On the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the transferee.\n(sch.7-sec.27-ssec.2) If the co-operative refuses to register a transfer of debentures, it must, within 28 days after the date on which the transfer was lodged with it, send to the transferee notice of the refusal.\n(sch.7-sec.27-ssec.3) An instrument of transfer of a debenture must be executed by or on behalf of the transferor and the transferee. The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.\n(sch.7-sec.27-ssec.4) The board may decline to recognise an instrument of debenture and may decline to register a debenture unless: a fee of $........ (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and any government stamp duty payable is paid.\n(sch.7-sec.27-ssec.5) Debentures must be transferred in the following form or in a form approved by the board: I, A.B. (the transferor) of .................... in the State/Territory of .................. in consideration of the sum of $ ...... paid to me by C.D (the transferee), of ...................... in the State of ..................... transfer to the transferee the debenture(s) numbered .................................... to be held by the transferee, the transferee’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s). And I, the transferee, agree to take the debenture(s) subject to the conditions mentioned. Dated this ........................... day of ........................... 20........ Signed by ........................... transferor. In the presence of .............................. witness. Signed by ..................................... transferee. In the presence of ..................................... witness.\n- (a) a fee of $........ (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and\n- (b) the instrument of transfer is accompanied by the relevant debenture(s) and any other evidence the board reasonably requires (in particular, evidence showing the right of the transferor to make the transfer); and\n- (c) any government stamp duty payable is paid.","sortOrder":196},{"sectionNumber":"sch.7-sec.28","sectionType":"section","heading":"Issue of CCUs (CNL ss345–354)","content":"### sch.7-sec.28 Issue of CCUs (CNL ss345–354)\n\nThe board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\nEach holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs.\nOR\nEach holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs.\n(strike out whichever is not applicable.)\nThe rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\nThe holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\nThe holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.\nDebenture holders receive notice of meetings of debenture holders, not general meetings of the co-operative.\n(sch.7-sec.28-ssec.1) The board may confer an interest in the capital of the co-operative by issuing CCUs in accordance with the Law.\n(sch.7-sec.28-ssec.2) Each holder of CCUs is entitled to one vote only at a meeting of the holders of CCUs. OR\n(sch.7-sec.28-ssec.2-oc.2) Each holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs. (strike out whichever is not applicable.)\n(sch.7-sec.28-ssec.3) The rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.\n(sch.7-sec.28-ssec.4) The holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.\n(sch.7-sec.28-ssec.5) The holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative. Debenture holders receive notice of meetings of debenture holders, not general meetings of the co-operative.","sortOrder":197},{"sectionNumber":"sch.7-sec.29","sectionType":"section","heading":"Transfer and transmission of CCUs","content":"### sch.7-sec.29 Transfer and transmission of CCUs\n\nSubject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 27 .\nIf the terms of issue of a CCU differ from rule 27 in respect of the manner of transfer or transmission, the terms of its issue prevail.\n(sch.7-sec.29-ssec.1) Subject to subrule (2) , the transfer and transmission of a CCU is to follow the same process as for a debenture under rule 27 .\n(sch.7-sec.29-ssec.2) If the terms of issue of a CCU differ from rule 27 in respect of the manner of transfer or transmission, the terms of its issue prevail.","sortOrder":198},{"sectionNumber":"sch.7-pt.3","sectionType":"part","heading":"General meetings, resolutions and voting","content":"# General meetings, resolutions and voting","sortOrder":199},{"sectionNumber":"sch.7-sec.30","sectionType":"section","heading":"Annual general meeting (CNL s252)","content":"### sch.7-sec.30 Annual general meeting (CNL s252)\n\nAn annual general meeting must be held each year, at a place and on a date and a time decided by the board, within 5 months after the close of the financial year of the co-operative or within the further time allowed by the Registrar.\nA co-operative may specify particular matters to suit the convenience of members such as time and place, if members are located in a wide geographical area.","sortOrder":200},{"sectionNumber":"sch.7-sec.31","sectionType":"section","heading":"Members’ power to requisition a general meeting (CNL s257)","content":"### sch.7-sec.31 Members’ power to requisition a general meeting (CNL s257)\n\nThe board may, whenever it considers appropriate, call a special general meeting of the co-operative.\nThe board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ..... % (maximum 20%) of the total number of votes able to be cast at a meeting of the co-operative.\nThe provisions of section 257 of the Law apply to a meeting requisitioned by members.\nThe board is not required to call a general meeting of members to consider matters that are not matters for decision by the members in general meeting.\n(sch.7-sec.31-ssec.1) The board may, whenever it considers appropriate, call a special general meeting of the co-operative.\n(sch.7-sec.31-ssec.2) The board must call a general meeting of the co-operative on the requisition in writing by members who together are able to cast at least ..... % (maximum 20%) of the total number of votes able to be cast at a meeting of the co-operative.\n(sch.7-sec.31-ssec.3) The provisions of section 257 of the Law apply to a meeting requisitioned by members.","sortOrder":201},{"sectionNumber":"sch.7-sec.32","sectionType":"section","heading":"Notice of general meetings (CNL ss239, 254 & 611)","content":"### sch.7-sec.32 Notice of general meetings (CNL ss239, 254 & 611)\n\nAt least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given.\nIf there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution.\nIf there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days notice of the meeting.\nNotice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative.\nThe auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\nThe notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 33 and, for special business, the general nature of any special business.\nThe notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\nThe notice must be served in the manner provided in the Law or rule 62 .\nSection 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 62 makes additional provision for notice by electronic transmission.\nNon-receipt of the notice does not invalidate the proceedings at the general meeting.\nMembers who together are able to cast at least ....... % (maximum 20%) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.\nA co-operative can limit an individual member from proposing a resolution to the general meeting by requiring that there be a minimum number of members proposing the resolution before the matter can be considered. This does not prevent an individual member from requesting that the board propose a particular resolution at the next meeting.\n(sch.7-sec.32-ssec.1) At least 14 days’ notice of a general meeting (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given. If there is to be a special resolution proposed at the meeting, there is a requirement for at least 21 days’ notice of the special resolution. If there is a resolution proposed for the removal of a director, section 180 of the Law requires special notice of the resolution and 21 days notice of the meeting.\n(sch.7-sec.32-ssec.2) Notice must be given to each member of the co-operative and any other persons who are, under these rules or the Law, entitled to receive notices from the co-operative. The auditor is and, if there is a trustee for debenture holders, the trustee is entitled to notice of a general meeting.\n(sch.7-sec.32-ssec.3) The notice must state the place, day and hour of the meeting and include ordinary business as specified in rule 33 and, for special business, the general nature of any special business.\n(sch.7-sec.32-ssec.4) The notice must also include any business members have notified their intention to move at the meeting under subrule (6) (but only if the members’ notification has been made under these rules and within time).\n(sch.7-sec.32-ssec.5) The notice must be served in the manner provided in the Law or rule 62 . Section 611 of the Law makes provision for the service of notices on members of the co-operative. Rule 62 makes additional provision for notice by electronic transmission. Non-receipt of the notice does not invalidate the proceedings at the general meeting.\n(sch.7-sec.32-ssec.6) Members who together are able to cast at least ....... % (maximum 20%) of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice of it to the co-operative at least 45 days before the day of the meeting.","sortOrder":202},{"sectionNumber":"sch.7-sec.33","sectionType":"section","heading":"Business of general meetings","content":"### sch.7-sec.33 Business of general meetings\n\nThe ordinary business of the annual general meeting of a large co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe financial reports of the co-operative for the financial year;\na report on the state of affairs of the co-operative; and\nto approve any payments of fees to directors.\nThe ordinary business of the annual general meeting of a small co-operative must be:\nto confirm minutes of the last preceding general meeting (whether annual or special); and\nto receive from the board, auditors or officers of the co-operative:\nthe basic minimum financial statements for the co-operative for the financial year;\na report on the state of affairs of the co-operative;\na directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\nto approve any payments of fees or to directors.\nA small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule.\nIf the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations).\nA small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\nThe annual general meeting may also transact special business of which notice has been given to members under these rules.\nAll business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n(sch.7-sec.33-ssec.1) The ordinary business of the annual general meeting of a large co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the financial reports of the co-operative for the financial year; a report on the state of affairs of the co-operative; and to approve any payments of fees to directors.\n(sch.7-sec.33-ssec.2) The ordinary business of the annual general meeting of a small co-operative must be: to confirm minutes of the last preceding general meeting (whether annual or special); and to receive from the board, auditors or officers of the co-operative: the basic minimum financial statements for the co-operative for the financial year; a report on the state of affairs of the co-operative; a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and to approve any payments of fees or to directors. A small co-operative must prepare and send to members minimum financial statements that are specified in regulation 3.10 of the National Regulations (these are referred as “basic minimum financial statements”). A co-operative may require more than the basic minimum financial statements to be provided to members and, if so, the additional financial statements should be specified in this rule. If the small co-operative has consolidated gross assets of less than $250,000 and consolidated revenue of less than $750,000, the financial statement for the small co-operative need not include a cash flow statement (as provided in regulation 3.10 of the National Regulations). A small co-operative may decide whether its financial statements are to be either audited or reviewed, or neither.\n(sch.7-sec.33-ssec.3) The annual general meeting may also transact special business of which notice has been given to members under these rules.\n(sch.7-sec.33-ssec.4) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the financial reports of the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; and\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (c) to approve any payments of fees to directors.\n- (i) the financial reports of the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative; and\n- (a) to confirm minutes of the last preceding general meeting (whether annual or special); and\n- (b) to receive from the board, auditors or officers of the co-operative: (i) the basic minimum financial statements for the co-operative for the financial year; (ii) a report on the state of affairs of the co-operative; (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and\n- (c) to approve any payments of fees or to directors.\n- (i) the basic minimum financial statements for the co-operative for the financial year;\n- (ii) a report on the state of affairs of the co-operative;\n- (iii) a directors’ solvency resolution as to whether or not, in their opinion, there are reasonable grounds to believe that the co-operative will be able to pay its debts as and when they become due and payable; and","sortOrder":203},{"sectionNumber":"sch.7-sec.34","sectionType":"section","heading":"Quorum at general meetings","content":"### sch.7-sec.34 Quorum at general meetings\n\nAn item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\nUnless these rules state otherwise, .... members present in person, each being entitled to exercise a vote, constitute a quorum.\nIf a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\nIf a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.\n(sch.7-sec.34-ssec.1) An item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item.\n(sch.7-sec.34-ssec.2) Unless these rules state otherwise, .... members present in person, each being entitled to exercise a vote, constitute a quorum.\n(sch.7-sec.34-ssec.3) If a quorum is not present within half an hour after the appointed time for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next week.\n(sch.7-sec.34-ssec.4) If a quorum is not present within half an hour after the time appointed for an adjourned meeting, the members present constitute a quorum.","sortOrder":204},{"sectionNumber":"sch.7-sec.35","sectionType":"section","heading":"Chairperson at general meetings","content":"### sch.7-sec.35 Chairperson at general meetings\n\nThe chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\nIf there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\nThe chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.\n(sch.7-sec.35-ssec.1) The chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.\n(sch.7-sec.35-ssec.2) If there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).\n(sch.7-sec.35-ssec.3) The chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place. However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.","sortOrder":205},{"sectionNumber":"sch.7-sec.36","sectionType":"section","heading":"Attendance and voting at general meetings (CNL ss228 & 256)","content":"### sch.7-sec.36 Attendance and voting at general meetings (CNL ss228 & 256)\n\nThe right to vote attaches to membership and not shareholding.\nJoint members have only one vote between them.\nEvery joint member is entitled to attend and be heard at a general meeting.\nIn the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\nA resolution, other than a special resolution, must be decided by simple majority.\nThe requirements for a special resolution are in section 239 of the Law.\nSubject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\nA poll may be demanded on any question for decision.\nIf before a vote is taken or before or immediately after the declaration of the result on a show of hands:\nthe chairperson directs that the question is to be determined by a poll; or\nat least 5 members present in person or represented by proxy demand a poll;\nthe question for decision must be determined by a poll.\nThe poll must be taken when and in the manner that the chairperson directs.\nA poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\nOnce the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\nThe result of the vote must be entered in the minute book.\n(sch.7-sec.36-ssec.1) The right to vote attaches to membership and not shareholding.\n(sch.7-sec.36-ssec.2) Joint members have only one vote between them.\n(sch.7-sec.36-ssec.3) Every joint member is entitled to attend and be heard at a general meeting.\n(sch.7-sec.36-ssec.4) In the event of a dispute between joint members as to which member will vote (subject to the grant of any proxy or power of attorney), the joint member whose name appears first in the register of members is entitled to vote.\n(sch.7-sec.36-ssec.5) A resolution, other than a special resolution, must be decided by simple majority. The requirements for a special resolution are in section 239 of the Law.\n(sch.7-sec.36-ssec.6) Subject to subrules (7) and (8) , a question for decision at any general meeting must be decided on a show of hands of members present at the meeting.\n(sch.7-sec.36-ssec.7) A poll may be demanded on any question for decision.\n(sch.7-sec.36-ssec.8) If before a vote is taken or before or immediately after the declaration of the result on a show of hands: the chairperson directs that the question is to be determined by a poll; or at least 5 members present in person or represented by proxy demand a poll; the question for decision must be determined by a poll.\n(sch.7-sec.36-ssec.9) The poll must be taken when and in the manner that the chairperson directs.\n(sch.7-sec.36-ssec.10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.\n(sch.7-sec.36-ssec.11) Once the votes on a show of hands or on a poll have been counted then, subject to subrule (8) , a declaration by the chairperson that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.\n(sch.7-sec.36-ssec.12) The result of the vote must be entered in the minute book.\n- (a) the chairperson directs that the question is to be determined by a poll; or\n- (b) at least 5 members present in person or represented by proxy demand a poll;","sortOrder":206},{"sectionNumber":"sch.7-sec.37","sectionType":"section","heading":"Voting on a show of hands (CNL ss234 & 256)","content":"### sch.7-sec.37 Voting on a show of hands (CNL ss234 & 256)\n\nOn a show of hands at a general meeting, each member:\npresent; or\nrepresented by a non-member acting under a power of attorney; or\nrepresented by a non-member appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nmay exercise only one vote.\n- (a) present; or\n- (b) represented by a non-member acting under a power of attorney; or\n- (c) represented by a non-member appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":207},{"sectionNumber":"sch.7-sec.38","sectionType":"section","heading":"Voting on a poll","content":"### sch.7-sec.38 Voting on a poll\n\nOn a poll called at a general meeting, each member:\npresent; or\nrepresented by a person acting under a power of attorney; or\nrepresented by a person appointed under the provisions of the Law; or\nrepresented by a proxy (but only if proxies are allowed under these rules);\nhas one vote.\nA person can hold an unlimited number of proxies unless the rules restrict the number of proxies any one person can hold. If the vote on a show of hands is likely not to represent the views of the members who have given a proxy, a poll may be demanded. Section 256 (2) of the Law provides that a question is to be decided by a poll if a poll is required by the chairperson of the meeting or by any 5 members present at the meeting or represented at the meeting by proxy.\nMost decisions are made by ordinary resolution, but in certain cases the Law requires a special resolution.\n- (a) present; or\n- (b) represented by a person acting under a power of attorney; or\n- (c) represented by a person appointed under the provisions of the Law; or\n- (d) represented by a proxy (but only if proxies are allowed under these rules);","sortOrder":208},{"sectionNumber":"sch.7-sec.39","sectionType":"section","heading":"Determining the outcome where equality of votes (s228)","content":"### sch.7-sec.39 Determining the outcome where equality of votes (s228)\n\nThis rule applies where the votes in favour and against a resolution are equal.\nIf the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\nIf the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.\n(sch.7-sec.39-ssec.1) This rule applies where the votes in favour and against a resolution are equal.\n(sch.7-sec.39-ssec.2) If the chairperson of the meeting is a member of the co-operative, he or she may exercise a second or casting vote.\n(sch.7-sec.39-ssec.3) If the chairperson is not a member of the co-operative or decides not to exercise a second or casting vote, the outcome of an equality of votes is taken to have been decided in the negative.","sortOrder":209},{"sectionNumber":"sch.7-sec.40","sectionType":"section","heading":"Proxy votes (s229)","content":"### sch.7-sec.40 Proxy votes (s229)\n\nThe rules of the co-operative may or may not permit proxy voting. Section 229 of the Law requires a proxy to be an active member of the co-operative (or, in the case of a co-operative group, to be entitled to represent a member of the group).\nIf the co-operative wishes to prohibit proxy voting, the following rule is suitable:\nVoting by proxy is not permitted at a general meeting.\nIf the co-operative wishes to permit proxy voting, the following rule is suitable:\nVoting may be by proxy at a general meeting.\nThe instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\nAn instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\nA person may be appointed as a proxy by more than one member.\nThe rules may impose a limit on the number of members for whom a proxy may act.\nAn instrument appointing a proxy may be in the following form, or another form the board approves:\n............................ (name of co-operative)\nI/We .......................... (name) of .......................... (address) being a member(s) of the co-operative appoint .......................... (name) of .......................... (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the .......................... day of .......................... 20..... and at any adjournment of the meeting.\n#This form is to be used *in favour/*against the resolution.\nSigned this .......................... day of .......................... 20......\n*Strike out if not applicable.\n#To be inserted if desired.\nThe form may also set out the resolutions with provision for the member to give direction to the proxy.\nAn instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\nA vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.\n(sch.7-sec.40-ssec.1) Voting may be by proxy at a general meeting.\n(sch.7-sec.40-ssec.2) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.\n(sch.7-sec.40-ssec.3) An instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.\n(sch.7-sec.40-ssec.4) A person may be appointed as a proxy by more than one member. The rules may impose a limit on the number of members for whom a proxy may act.\n(sch.7-sec.40-ssec.5) An instrument appointing a proxy may be in the following form, or another form the board approves: ............................ (name of co-operative) I/We .......................... (name) of .......................... (address) being a member(s) of the co-operative appoint .......................... (name) of .......................... (address) as my/our proxy or, in that person’s absence, the chairperson of the meeting or a person nominated by the chairperson as my/our proxy, to vote for me/us and on my/our behalf at the *annual general/*special general meeting of the co-operative, to be held on the .......................... day of .......................... 20..... and at any adjournment of the meeting. #This form is to be used *in favour/*against the resolution. Signed this .......................... day of .......................... 20...... *Strike out if not applicable. #To be inserted if desired. The form may also set out the resolutions with provision for the member to give direction to the proxy.\n(sch.7-sec.40-ssec.6) An instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of the power or authority, are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.\n(sch.7-sec.40-ssec.7) A vote given in accordance with an instrument of proxy or a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.","sortOrder":210},{"sectionNumber":"sch.7-sec.41","sectionType":"section","heading":"Postal ballots (other than special postal ballots) (CNL ss247 & 250)","content":"### sch.7-sec.41 Postal ballots (other than special postal ballots) (CNL ss247 & 250)\n\nThe rules may require some decisions to be made by postal ballot.\nSection 250 of the Law provides that members may require a matter to be decided by a postal ballot. The following rule will facilitate a postal ballot in these situations.\nA postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot.\nRequisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\nIf a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\nA postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\nThe board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members giving:\nparticulars of the business in relation to which the postal ballot is being conducted; and\nan explanation of how to lodge a valid vote and the majority required to pass the vote; and\nnotice of the closing date and closing time of the postal ballot;\nand must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\nThis rule does not apply in relation to special postal ballots.\n(sch.7-sec.41-ssec.1) A postal ballot must be held in respect of a special resolution where members who together are able to cast at least 20% (or a lesser percentage which may be substituted here) of the total number of votes able to be cast at a meeting of the co-operative may requisition the board to conduct the special resolution by postal ballot. Requisitioning members may be liable for the cost of a postal ballot if the special resolution is not passed. See section 250 of the Law.\n(sch.7-sec.41-ssec.2) If a postal ballot is requisitioned by members under subrule (1) , the requisition should specify whether the postal ballot is to be a secret ballot.\n(sch.7-sec.41-ssec.3) A postal ballot requisitioned under subrule (1) is to be conducted in accordance with the National Regulations and in the form and manner determined by the board.\n(sch.7-sec.41-ssec.4) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.7-sec.41-ssec.5) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.7-sec.41-ssec.6) The board is to appoint a returning officer to conduct the postal ballot. In default of such an appointment, the secretary is the returning officer.\n(sch.7-sec.41-ssec.7) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members giving: particulars of the business in relation to which the postal ballot is being conducted; and an explanation of how to lodge a valid vote and the majority required to pass the vote; and notice of the closing date and closing time of the postal ballot; and must be sent to members so that they arrive (assuming standard postal times) at least 21 days before the closing date of the postal ballot.\n(sch.7-sec.41-ssec.8) This rule does not apply in relation to special postal ballots.\n- (a) particulars of the business in relation to which the postal ballot is being conducted; and\n- (b) an explanation of how to lodge a valid vote and the majority required to pass the vote; and\n- (c) notice of the closing date and closing time of the postal ballot;","sortOrder":211},{"sectionNumber":"sch.7-sec.42","sectionType":"section","heading":"Special postal ballots (CNL ss248 & 249)","content":"### sch.7-sec.42 Special postal ballots (CNL ss248 & 249)\n\nA special postal ballot is required by the Law for certain specified decisions. The majority required to pass a special postal ballot is 75%. A special postal ballot is governed by the provisions of the Law and the National Regulations as well as these rules.\nThis rule applies where a special postal ballot is required.\nBallot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\nThe board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\nIf the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.\n(sch.7-sec.42-ssec.1) This rule applies where a special postal ballot is required.\n(sch.7-sec.42-ssec.2) Ballot papers (in such form and with such content as the board may approve) must be sent to all voting members so that they arrive (assuming standard postal times) at least 28 days before the closing date of the special postal ballot.\n(sch.7-sec.42-ssec.3) The board may determine in a particular case whether the special resolution by postal ballot should be a secret ballot and whether votes may be returnable by fax or other electronic means or both.\n(sch.7-sec.42-ssec.4) If the board decides to conduct a secret postal ballot, it must ensure that the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.","sortOrder":212},{"sectionNumber":"sch.7-sec.43","sectionType":"section","heading":"Special resolutions (CNL ss238–241)","content":"### sch.7-sec.43 Special resolutions (CNL ss238–241)\n\nA special resolution is a resolution that is passed:\nby a two-thirds majority at a general meeting; or\nby a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\nby a three-quarters majority in a special postal ballot of members.\nA notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\nThe notice of special resolution must state:\nthe intention to propose the special resolution; and\nthe reasons for proposing the special resolution; and\nthe effect of the special resolution being passed.\nVoting majorities for ordinary and special resolutions and special postal ballots are defined in the Law along with how a majority is counted and the requirements for registration of special resolutions.\n(sch.7-sec.43-ssec.1) A special resolution is a resolution that is passed: by a two-thirds majority at a general meeting; or by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or by a three-quarters majority in a special postal ballot of members.\n(sch.7-sec.43-ssec.2) A notice of special resolution is required to be given to members at least 21 days before the vote or ballot time (or 28 days notice in the case of a special postal ballot).\n(sch.7-sec.43-ssec.3) The notice of special resolution must state: the intention to propose the special resolution; and the reasons for proposing the special resolution; and the effect of the special resolution being passed.\n- (a) by a two-thirds majority at a general meeting; or\n- (b) by a two-thirds majority in a postal ballot (other than a special postal ballot) of members; or\n- (c) by a three-quarters majority in a special postal ballot of members.\n- (a) the intention to propose the special resolution; and\n- (b) the reasons for proposing the special resolution; and\n- (c) the effect of the special resolution being passed.","sortOrder":213},{"sectionNumber":"sch.7-pt.4","sectionType":"part","heading":"Board of directors","content":"# Board of directors","sortOrder":214},{"sectionNumber":"sch.7-sec.44","sectionType":"section","heading":"Board (CNL s172)","content":"### sch.7-sec.44 Board (CNL s172)\n\nThe business of the co-operative are to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting.\nThe rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\nThe board must have .......... directors.\n(sch.7-sec.44-ssec.1) The business of the co-operative are to be managed by or under the direction of the board of directors, and for that purpose the board has and may exercise all the powers of the co-operative that are not required to be exercised by the co-operative in general meeting. The rules of the co-operative may restrict the power of the board, but an exercise of power by the board in excess of the restriction in these rules may still be a valid act. See section 45 of the Law.\n(sch.7-sec.44-ssec.2) The board must have .......... directors.","sortOrder":215},{"sectionNumber":"sch.7-sec.45","sectionType":"section","heading":"Qualifications of directors (CNL s174)","content":"### sch.7-sec.45 Qualifications of directors (CNL s174)\n\nA person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either:\nan active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\nnot an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\nA person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\nThe board of directors must have a majority of member directors.\n(sch.7-sec.45-ssec.1) A person is not qualified to be a director of the co-operative unless the person is an individual over the age of 18 years and is either: an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.\n(sch.7-sec.45-ssec.2) A person qualified to be a director under subrule (1) (a) is known as a “member director”. A person qualified under subrule (1) (b) is known as a “non-member director”.\n(sch.7-sec.45-ssec.3) The board of directors must have a majority of member directors.\n- (a) an active member of the co-operative or a representative of a corporation that is an active member of the co-operative; or\n- (b) not an active member but who possesses special skills in management or other technical areas of benefit to the co-operative as specified by the board from time to time.","sortOrder":216},{"sectionNumber":"sch.7-sec.46","sectionType":"section","heading":"Chief executive officer (CNL ss172 & 178)","content":"### sch.7-sec.46 Chief executive officer (CNL ss172 & 178)\n\nThe board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\nThe appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\nThe conditions and the period of appointment including termination must be decided by the board.\nThe chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\nThe chief executive officer cannot be required to be an active member of the co-operative.\nIn the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.\n(sch.7-sec.46-ssec.1) The board may, if it considers appropriate, appoint a person to be responsible for the day to day management of the co-operative. The person may be a director or the secretary or a member of the co-operative or some other person.\n(sch.7-sec.46-ssec.2) The appointed person is the chief executive officer of the co-operative, and may be called the chief executive officer or (if a director of the board) the managing director.\n(sch.7-sec.46-ssec.3) The conditions and the period of appointment including termination must be decided by the board.\n(sch.7-sec.46-ssec.4) The chief executive officer is not entitled to be present or to vote at a meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service.\n(sch.7-sec.46-ssec.5) The chief executive officer cannot be required to be an active member of the co-operative.\n(sch.7-sec.46-ssec.6) In the event of any conflict between the terms of the appointment of a person as the chief executive officer and that person’s obligations or privileges under the Law, the terms of the Law prevail over the terms of appointment.","sortOrder":217},{"sectionNumber":"sch.7-sec.47","sectionType":"section","heading":"First directors and election of directors (CNL ss173 & 179)","content":"### sch.7-sec.47 First directors and election of directors (CNL ss173 & 179)\n\nThe first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law).\nUnder section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\nThe term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.\nThe rules may require that directors’ terms are of different length to enable rotational retirement.\nThe term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\nThe members of the board are to be elected in the manner specified in this rule.\nAt an annual general meeting at which a director retires, the vacated office may be filled in the following manner:\nAt least 6 weeks before an annual general meeting, the board must:\nnotify all members of the number of directors retiring at the annual general meeting; and\nadvise the members of:\ntheir eligibility to nominate as a director; and\nthe duties and responsibilities of a director; and\nthe anticipated remuneration (if any); and\nthe nomination and election procedures.\nA notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\nA nomination must:\nbe signed by 2 or more members; and\nprovide details of the qualifications and experience of the person nominated; and\nbe accompanied by a notice in writing signed by the nominee consenting to their nomination.\nThe nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\nThe secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include:\nthe nominee’s name; and\nthe nominee’s qualifications and experience; and\nthe nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\nIf the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\nIf there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\nIf the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows:\nA returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\nAll nominees are to be listed on the ballot form in alphabetical order.\nThe returning officer is responsible for determining the validity of and counting of the votes.\nIf there is an equality of votes, the outcome must be determined by lot.\nThe returning officer is to declare the election results.\nIf any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 50 .\nA co-operative may specify other procedures in the rules to suit the particular circumstances of the co-operative.\n(sch.7-sec.47-ssec.1) The first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law). Under section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law.\n(sch.7-sec.47-ssec.2) The term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting. The rules may require that directors’ terms are of different length to enable rotational retirement.\n(sch.7-sec.47-ssec.3) The term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter.\n(sch.7-sec.47-ssec.4) The members of the board are to be elected in the manner specified in this rule.\n(sch.7-sec.47-ssec.5) At an annual general meeting at which a director retires, the vacated office may be filled in the following manner: At least 6 weeks before an annual general meeting, the board must: notify all members of the number of directors retiring at the annual general meeting; and advise the members of: their eligibility to nominate as a director; and the duties and responsibilities of a director; and the anticipated remuneration (if any); and the nomination and election procedures. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors. A nomination must: be signed by 2 or more members; and provide details of the qualifications and experience of the person nominated; and be accompanied by a notice in writing signed by the nominee consenting to their nomination. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: the nominee’s name; and the nominee’s qualifications and experience; and the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n(sch.7-sec.47-ssec.6) If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting.\n(sch.7-sec.47-ssec.7) If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required.\n(sch.7-sec.47-ssec.8) If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows: A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer. All nominees are to be listed on the ballot form in alphabetical order. The returning officer is responsible for determining the validity of and counting of the votes. If there is an equality of votes, the outcome must be determined by lot. The returning officer is to declare the election results.\n(sch.7-sec.47-ssec.9) If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 50 .\n- (a) At least 6 weeks before an annual general meeting, the board must: (i) notify all members of the number of directors retiring at the annual general meeting; and (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (b) A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors.\n- (c) A nomination must: (i) be signed by 2 or more members; and (ii) provide details of the qualifications and experience of the person nominated; and (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (d) The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting.\n- (e) The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: (i) the nominee’s name; and (ii) the nominee’s qualifications and experience; and (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (i) notify all members of the number of directors retiring at the annual general meeting; and\n- (ii) advise the members of: (A) their eligibility to nominate as a director; and (B) the duties and responsibilities of a director; and (C) the anticipated remuneration (if any); and (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (A) their eligibility to nominate as a director; and\n- (B) the duties and responsibilities of a director; and\n- (C) the anticipated remuneration (if any); and\n- (D) the nomination and election procedures.\n- (i) be signed by 2 or more members; and\n- (ii) provide details of the qualifications and experience of the person nominated; and\n- (iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.\n- (i) the nominee’s name; and\n- (ii) the nominee’s qualifications and experience; and\n- (iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.\n- (a) A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer.\n- (b) All nominees are to be listed on the ballot form in alphabetical order.\n- (c) The returning officer is responsible for determining the validity of and counting of the votes.\n- (d) If there is an equality of votes, the outcome must be determined by lot.\n- (e) The returning officer is to declare the election results.","sortOrder":218},{"sectionNumber":"sch.7-sec.48","sectionType":"section","heading":"Removal from office of director (CNL s180)","content":"### sch.7-sec.48 Removal from office of director (CNL s180)\n\nThe co-operative may by resolution under section 180 of the Law, with special notice as required by that section, remove a director before the end of the director’s period of office, and may by a simple majority appoint another person in place of the removed director. The person appointed must retire when the removed director would otherwise have retired.","sortOrder":219},{"sectionNumber":"sch.7-sec.49","sectionType":"section","heading":"Vacation of office of director (CNL s179)","content":"### sch.7-sec.49 Vacation of office of director (CNL s179)\n\nIn addition to the circumstances set out in the Law, a director vacates office if the director dies.\nIf a co-operative wishes to specify circumstances other than those set out in section 179 of the Law or in this rule, those circumstances should be specified as additions to this rule.","sortOrder":220},{"sectionNumber":"sch.7-sec.50","sectionType":"section","heading":"Casual vacancies and alternate directors (CNL ss173 & 177)","content":"### sch.7-sec.50 Casual vacancies and alternate directors (CNL ss173 & 177)\n\nThe board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\nThe board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\nA person is not qualified to be appointed as an alternate director for:\na member director—unless the person is qualified for appointment as a member director; or\na non-member director—unless the person is qualified for appointment as a non-member director.\nAn alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\nAn alternate director for a director (the principal director ) vacates office:\nin similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\nif the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n(sch.7-sec.50-ssec.1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.\n(sch.7-sec.50-ssec.2) The board may appoint a person to act as a director (an alternate director ) in the place of an absent director.\n(sch.7-sec.50-ssec.3) A person is not qualified to be appointed as an alternate director for: a member director—unless the person is qualified for appointment as a member director; or a non-member director—unless the person is qualified for appointment as a non-member director.\n(sch.7-sec.50-ssec.4) An alternate director holds office until the next annual general meeting or until the next general meeting held to elect directors to fill any vacancies (whichever is earlier).\n(sch.7-sec.50-ssec.5) An alternate director for a director (the principal director ) vacates office: in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).\n- (a) a member director—unless the person is qualified for appointment as a member director; or\n- (b) a non-member director—unless the person is qualified for appointment as a non-member director.\n- (a) in similar circumstances or cases to those in which the principal director would vacate office (and for that purpose the provisions of these rules and Division 1 of Part 3.1 of the Law accordingly apply in relation to the alternate director); or\n- (b) if the alternate director is removed from office by the board as alternate director for failure, without its leave, to attend a meeting of the board at which the principal director is absent (and for that purpose the provisions of section 179 (2) (b) of the Law do not apply in relation to the alternate director).","sortOrder":221},{"sectionNumber":"sch.7-sec.51","sectionType":"section","heading":"Remuneration of directors (CNL s203)","content":"### sch.7-sec.51 Remuneration of directors (CNL s203)\n\nDirectors’ remuneration must comply with the provisions of the Law.\nRemuneration for directors is strictly controlled under the Law and requires the approval of the co-operative in general meeting. However, it is possible for a co-operative to specify in its rules that a director will receive particular remuneration if this is appropriate. It may still be necessary to obtain ratification or approval at a general meeting even in respect of specified remuneration under the rules.\nAn alternate director is treated as a director under the Law, and remuneration of an alternate director is subject to the same restrictions under the Law.","sortOrder":222},{"sectionNumber":"sch.7-sec.52","sectionType":"section","heading":"Proceedings of the board (CNL ss175 & 176)","content":"### sch.7-sec.52 Proceedings of the board (CNL ss175 & 176)\n\nMeetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\nA meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\nQuestions arising at a meeting must be decided by a majority of votes.\nIf votes are equal, the chairperson, if a member director, has a second or casting vote.\nOther than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.\n(sch.7-sec.52-ssec.1) Meetings of the board (including meetings conducted outside board meetings pursuant to section 176 of the Law) are to be held as often as may be necessary for properly conducting the business of the co-operative and must be held at least every 3 months.\n(sch.7-sec.52-ssec.2) A meeting may be held with one or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.\n(sch.7-sec.52-ssec.3) Questions arising at a meeting must be decided by a majority of votes.\n(sch.7-sec.52-ssec.4) If votes are equal, the chairperson, if a member director, has a second or casting vote.\n(sch.7-sec.52-ssec.5) Other than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.","sortOrder":223},{"sectionNumber":"sch.7-sec.53","sectionType":"section","heading":"Quorum for board meetings (CNL s175)","content":"### sch.7-sec.53 Quorum for board meetings (CNL s175)\n\nThe quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half).\nThe co-operative may specify in the rules a greater percentage than 50% for a quorum.\nFor a quorum, the number of member directors must outnumber the non-member directors by at least one.\nThe co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.\n(sch.7-sec.53-ssec.1) The quorum for a meeting of the board is 50% of the number of directors (or if that percentage of the number of directors is not a whole number, the whole number next higher than one half). The co-operative may specify in the rules a greater percentage than 50% for a quorum.\n(sch.7-sec.53-ssec.2) For a quorum, the number of member directors must outnumber the non-member directors by at least one. The co-operative may specify in the rules another number by which the number of member directors must outnumber the non-member directors.","sortOrder":224},{"sectionNumber":"sch.7-sec.54","sectionType":"section","heading":"Chairperson of board","content":"### sch.7-sec.54 Chairperson of board\n\nThe chairperson of the board is to be elected by the board.\nThe rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\nIf no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\nThe chairperson may be removed, and a new chairperson elected, by:\nordinary resolution of the board, unless paragraph (b) applies; or\nordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.\nSubrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n(sch.7-sec.54-ssec.1) The chairperson of the board is to be elected by the board. The rules may provide that, in the alternative, the chairperson is to be elected at a general meeting of the co-operative.\n(sch.7-sec.54-ssec.2) If no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for holding the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.\n(sch.7-sec.54-ssec.3) The chairperson may be removed, and a new chairperson elected, by: ordinary resolution of the board, unless paragraph (b) applies; or ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative. Subrule (3) does not affect the requirements of section 180 of the Law in respect of the removal of a director.\n- (a) ordinary resolution of the board, unless paragraph (b) applies; or\n- (b) ordinary resolution at a general meeting, if these rules provide that the chairperson is elected at a general meeting of the co-operative.","sortOrder":225},{"sectionNumber":"sch.7-sec.55","sectionType":"section","heading":"Delegation and board committees (CNL s178)","content":"### sch.7-sec.55 Delegation and board committees (CNL s178)\n\nThe board may by resolution delegate to:\na director; or\na committee of 2 or more directors; or\na committee of members of the co-operative; or\na committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\na committee of directors and other persons;\nthe exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\nA power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\nA delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\nDespite any delegation under this rule, the board may continue to exercise the power delegated.\nIf a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\nA committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\nA committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n(sch.7-sec.55-ssec.1) The board may by resolution delegate to: a director; or a committee of 2 or more directors; or a committee of members of the co-operative; or a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or a committee of directors and other persons; the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative or the board may by resolution revoke all or part of the delegation.\n(sch.7-sec.55-ssec.2) A power delegated under this rule may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.\n(sch.7-sec.55-ssec.3) A delegation under this rule may be given on conditions limiting the exercise of the power delegated, or time or circumstances.\n(sch.7-sec.55-ssec.4) Despite any delegation under this rule, the board may continue to exercise the power delegated.\n(sch.7-sec.55-ssec.5) If a power is exercised by a director (alone or with another director) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not any conditions mentioned in subrule (3) were observed by the director exercising the powers.\n(sch.7-sec.55-ssec.6) A committee may elect a chairperson of their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.\n(sch.7-sec.55-ssec.7) A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.\n- (a) a director; or\n- (b) a committee of 2 or more directors; or\n- (c) a committee of members of the co-operative; or\n- (d) a committee of members of the co-operative and other persons if members form the majority of persons on the committee; or\n- (e) a committee of directors and other persons;","sortOrder":226},{"sectionNumber":"sch.7-sec.56","sectionType":"section","heading":"Other committees","content":"### sch.7-sec.56 Other committees\n\nThe board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\nRule 55 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\nThe quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).\n(sch.7-sec.56-ssec.1) The board may by resolution appoint committees of members or other persons or both, to act in an advisory role to the board and to committees of directors.\n(sch.7-sec.56-ssec.2) Rule 55 (6) and (7) apply to committees appointed under this rule, with the changes approved by the board.\n(sch.7-sec.56-ssec.3) The quorum for a meeting of the committee is half the number of committee members (or, if half is not a whole number, the whole number next higher than one half).","sortOrder":227},{"sectionNumber":"sch.7-sec.57","sectionType":"section","heading":"Minutes","content":"### sch.7-sec.57 Minutes\n\nThe board must keep minutes of meetings and, in particular, of:\nall appointments of officers and employees made by the directors; and\nthe names of the directors present at each meeting of the board and of a committee of the board; and\nall resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.\nSection 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\nMinutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\nThe minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n(sch.7-sec.57-ssec.1) The board must keep minutes of meetings and, in particular, of: all appointments of officers and employees made by the directors; and the names of the directors present at each meeting of the board and of a committee of the board; and all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors. Section 209 of the Law also requires any declarations of interest by directors to be recorded in the minutes.\n(sch.7-sec.57-ssec.2) Minutes must be entered in the appropriate records within 28 days of the meeting to which they relate was held.\n(sch.7-sec.57-ssec.3) The minutes are to be signed within a reasonable time after the meeting to which they relate by either the chairperson of that meeting or the chairperson of the next meeting.\n- (a) all appointments of officers and employees made by the directors; and\n- (b) the names of the directors present at each meeting of the board and of a committee of the board; and\n- (c) all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.","sortOrder":228},{"sectionNumber":"sch.7-pt.5","sectionType":"part","heading":"Rules","content":"# Rules","sortOrder":229},{"sectionNumber":"sch.7-sec.58","sectionType":"section","heading":"Amendments and copies of rules (CNL ss57 & 60–63)","content":"### sch.7-sec.58 Amendments and copies of rules (CNL ss57 & 60–63)\n\nAny amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.\nSection 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\nA proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\nA member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative.\nThe rule could instead provide that the fee payable by a member for a copy of the rules is nil (for example, for a copy that is provided electronically to the member). In any case, the fee cannot be greater than the fee that would be charged if the member obtained a copy from the Registrar.\n(sch.7-sec.58-ssec.1) Any amendment of the rules must be approved by special resolution. However, if model rules are adopted in the manner specified under section 65 (a) of the Law, any amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution. Section 60 of the Law permits the Registrar to specify classes of rules that must not be changed without first obtaining the approval of the Registrar. A co-operative should check whether any prior approval is required before the change is put to a special resolution vote.\n(sch.7-sec.58-ssec.2) A proposal to amend the rules of the co-operative must be made in a form approved by the board which clearly shows the existing rule or rules concerned and any proposed amendment to the rules.\n(sch.7-sec.58-ssec.3) A member is entitled to a copy of the rules upon payment of the amount of $5 to the co-operative. The rule could instead provide that the fee payable by a member for a copy of the rules is nil (for example, for a copy that is provided electronically to the member). In any case, the fee cannot be greater than the fee that would be charged if the member obtained a copy from the Registrar.","sortOrder":230},{"sectionNumber":"sch.7-pt.6","sectionType":"part","heading":"Administrative matters","content":"# Administrative matters","sortOrder":231},{"sectionNumber":"sch.7-sec.59","sectionType":"section","heading":"Seal (CNL ss49 & 223)","content":"### sch.7-sec.59 Seal (CNL ss49 & 223)\n\nThis rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\nThe co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\nThe co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\nThe seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.\n(sch.7-sec.59-ssec.1) This rule applies if the co-operative chooses to authenticate a document under the common seal of the co-operative.\n(sch.7-sec.59-ssec.2) The co-operative’s name and registration number must appear on its common seal and any official seal. The common seal must be kept at the registered office in the custody that the board directs.\n(sch.7-sec.59-ssec.3) The co-operative may have one or more official seals for use outside the State or Territory in place of its common seal. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.\n(sch.7-sec.59-ssec.4) The seal of the co-operative must not be affixed to an instrument other than under a resolution of the board. Two directors, or one director and the secretary, must be present and must sign all instruments sealed while they are present.","sortOrder":232},{"sectionNumber":"sch.7-sec.60","sectionType":"section","heading":"Inspection of records and registers (CNL ss214 & 215)","content":"### sch.7-sec.60 Inspection of records and registers (CNL ss214 & 215)\n\nMembers of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge.\nThe rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations.\nMembers and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\nMembers do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.\n(sch.7-sec.60-ssec.1) Members of the co-operative have free access to the records and registers referred to in section 214 (1) of the Law and they may make a copy of any entry in the registers free of charge. The rule may instead specify an amount payable for making an entry in the registers. The amount cannot exceed the amount set down in either the National Regulations applying in this jurisdiction or in local regulations. Members and other persons accessing records and registers under section 214 of the Law are restricted in the use of any information obtained.\n(sch.7-sec.60-ssec.2) Members do not have access to the minutes of board or committee meetings, but may request access to any such minutes in writing addressed to the board.","sortOrder":233},{"sectionNumber":"sch.7-sec.61","sectionType":"section","heading":"Safe keeping of securities","content":"### sch.7-sec.61 Safe keeping of securities\n\nShares, debentures, charges and any other certificates or documents or duplicates of them pertaining to securities must be safely kept by the co-operative in the way and with the provision for their security as the board directs.","sortOrder":234},{"sectionNumber":"sch.7-sec.62","sectionType":"section","heading":"Notices to members (CNL s611)","content":"### sch.7-sec.62 Notices to members (CNL s611)\n\nThis rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\nA notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details.\nLegislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\nIf a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\nA notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\nA notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\nA notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and:\nthe address should be that supplied for the purpose by the person claiming to be entitled; or\nif no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n(sch.7-sec.62-ssec.1) This rule applies in addition to section 611 of the Law regarding how a notice or other document may be given to a member of the co-operative.\n(sch.7-sec.62-ssec.2) A notice or other document required to be given to a member of the co-operative may be given by the co-operative to any member by any form of technology (for example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details. Legislation relating to electronic transactions may also be relevant to the giving of notices or other documents.\n(sch.7-sec.62-ssec.3) If a notice is sent by post, service is taken to be effected at the time at which the properly addressed and prepaid letter would be delivered in the ordinary course of post. In proving service by post, it is sufficient to prove that the envelope containing the notice was properly addressed and posted.\n(sch.7-sec.62-ssec.4) A notice forwarded by some other form of technology is taken to have been served, unless the sender is notified of a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.\n(sch.7-sec.62-ssec.5) A notice may be given by the co-operative to joint members by giving the notice to the joint member named first in the register of members.\n(sch.7-sec.62-ssec.6) A notice may be given by the co-operative to the person entitled to a share in consequence of the death, incapacity or bankruptcy of a member by sending it through the post in a prepaid letter addressed to that person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any like description, and: the address should be that supplied for the purpose by the person claiming to be entitled; or if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.\n- (a) the address should be that supplied for the purpose by the person claiming to be entitled; or\n- (b) if no such address has been supplied, the notice can be given in the manner in which it could have been given if the death, incapacity or bankruptcy had not occurred.","sortOrder":235},{"sectionNumber":"sch.7-pt.7","sectionType":"part","heading":"Accounting and financial matters","content":"# Accounting and financial matters","sortOrder":236},{"sectionNumber":"sch.7-sec.63","sectionType":"section","heading":"Financial year","content":"### sch.7-sec.63 Financial year\n\nThe financial year of the co-operative ends on .............. (insert day and month) .","sortOrder":237},{"sectionNumber":"sch.7-sec.64","sectionType":"section","heading":"Accounts","content":"### sch.7-sec.64 Accounts\n\nThe board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\nAll cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\nThe operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\nFor the purposes of this rule, an authorised person is:\na director; or\na person approved by the board.\n(sch.7-sec.64-ssec.1) The board must have at least one financial institution account, electronic or otherwise, in the name of the co-operative, into which all amounts received by the co-operative must be paid as soon as possible after receipt.\n(sch.7-sec.64-ssec.2) All cheques drawn on the accounts, and all drafts, bills of exchange, promissory notes and other negotiable instruments, of the co-operative must be signed by 2 authorised persons.\n(sch.7-sec.64-ssec.3) The operation of any electronic accounts must be restricted so that there is a requirement for authorisation by 2 authorised persons.\n(sch.7-sec.64-ssec.4) For the purposes of this rule, an authorised person is: a director; or a person approved by the board.\n- (a) a director; or\n- (b) a person approved by the board.","sortOrder":238},{"sectionNumber":"sch.7-sec.65","sectionType":"section","heading":"Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)","content":"### sch.7-sec.65 Appointing an auditor or reviewer for small co-operative (optional rule) (CNL s298)\n\nIf a co-operative is a small co-operative in a particular financial year, there is no requirement to appoint an auditor, unless the co-operative is directed to prepare audited or reviewed financial statements by its members or by the Registrar. A small co-operative may choose to appoint an auditor or a reviewer to have its financial statements to members either audited or reviewed each financial year where there is no direction from members or the Registrar.\nA review may be carried out by a person who:\nis a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\nis a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\nis a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body\nLarge co-operatives are required to appoint an auditor in accordance with the procedures under the Law. A large co-operative is one that is not classified as a small co-operative under the National Regulations.\nThe following rule is suitable for a small co-operative that wishes to require its financial statements be either audited or reviewed.\nThe co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\nAn auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\nThe appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\nThe co-operative may appoint another auditor/reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\nThe provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\nSee section 310 of the Law regarding the removal and resignation of auditors.\n(sch.7-sec.65-ssec.1) The co-operative must appoint an auditor/a reviewer (strike out whichever is not applicable) in respect of its financial statements.\n(sch.7-sec.65-ssec.2) An auditor/a reviewer (strike out whichever is not applicable) appointed under this rule is to conduct an audit/review (strike out whichever is not applicable) of the co-operative’s financial statements as presented to members.\n(sch.7-sec.65-ssec.3) The appointment of an auditor/a reviewer (strike out whichever is not applicable) under this rule is to be made at an annual general meeting.\n(sch.7-sec.65-ssec.4) The co-operative may appoint another auditor/reviewer (strike out whichever is not applicable) at a subsequent annual general meeting if there is a vacancy in the office of the auditor/reviewer (strike out whichever is not applicable) .\n(sch.7-sec.65-ssec.5) The provisions of section 300 (2) of the Law apply to an auditor/a reviewer (strike out whichever is not applicable) appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.\n- • is a member of the Institute of Chartered Accountants in Australia and holds a Certificate of Public Practice issued by that body\n- • is a member of CPA Australia Ltd and holds a Public Practice Certificate issued by that body\n- • is a member of the Institute of Public Accountants and holds a Professional Practice Certificate issued by that body","sortOrder":239},{"sectionNumber":"sch.7-sec.66","sectionType":"section","heading":"Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)","content":"### sch.7-sec.66 Appointing an auditor or reviewer for a small co-operative if there is a direction under the Law (CNL ss271 & 272)\n\nIf a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may be) within one month of the direction.\nAn auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.\n(sch.7-sec.66-ssec.1) If a small co-operative is directed to prepare a financial report under section 271 or 272 of the Law and the direction requires that the financial report be audited or reviewed, the board must appoint an auditor or reviewer (as the case may be) within one month of the direction.\n(sch.7-sec.66-ssec.2) An auditor or reviewer appointed under this rule holds office until the financial report prepared as a result of the direction has been audited or reviewed and sent to members.","sortOrder":240},{"sectionNumber":"sch.7-sec.67","sectionType":"section","heading":"Disposal of surplus funds during a financial year (CNL ss355–358)","content":"### sch.7-sec.67 Disposal of surplus funds during a financial year (CNL ss355–358)\n\nThe board may retain all or part of the surplus arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative.\nNo part of the surplus may be paid or transferred directly or indirectly, by way of profit, to members of the co-operative.\nA part of the surplus, but not more than ......... %, arising in any year from the business of the co-operative may be applied for charitable purposes.\n(sch.7-sec.67-ssec.1) The board may retain all or part of the surplus arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative.\n(sch.7-sec.67-ssec.2) No part of the surplus may be paid or transferred directly or indirectly, by way of profit, to members of the co-operative.\n(sch.7-sec.67-ssec.3) A part of the surplus, but not more than ......... %, arising in any year from the business of the co-operative may be applied for charitable purposes.","sortOrder":241},{"sectionNumber":"sch.7-sec.68","sectionType":"section","heading":"Provision for loss","content":"### sch.7-sec.68 Provision for loss\n\nThe board must make appropriate provision for losses in the co-operative’s accounts and when reporting to members is to indicate whether the loss is expected to continue and whether there is any real prejudice to the co-operative’s solvency.","sortOrder":242},{"sectionNumber":"sch.7-sec.69","sectionType":"section","heading":"Financial reports to members (CNL Part 3.3 )","content":"### sch.7-sec.69 Financial reports to members (CNL Part 3.3 )\n\nThe co-operative must prepare financial reports and statements in accordance with the Law, the National Regulations and these rules.\nThe financial reports or statements required by the Law to be given to members vary according to the size of a co-operative in a given year. Large co-operatives are required to prepare and lodge with the Registrar full audited financial reports as set out in Part 3.3 of the Law. Small co-operatives are not required to lodge financial reports with the Registrar but are required to lodge an annual return under section 293 of the Law and provide members with basic minimum financial statements set out in the National Regulations. If the basic minimum reports prescribed in the National Regulations are not considered sufficient for a particular co-operative, the rules may include additional financial statements or information.","sortOrder":243},{"sectionNumber":"sch.7-pt.8","sectionType":"part","heading":"Winding up","content":"# Winding up","sortOrder":244},{"sectionNumber":"sch.7-sec.70","sectionType":"section","heading":"Winding up (CNL Part 4.5 )","content":"### sch.7-sec.70 Winding up (CNL Part 4.5 )\n\nA non-distributing co-operative is prohibited from distributing any surplus to members either during its operations or when it is wound up. If there are surplus funds after winding up, those funds must be given to another entity that also prevents distribution to its members. The co-operative may specify this entity in its rules and if the entity, for some reason, no longer exists when the co-operative is wound up, then the rule can provide a process for determining an alternative recipient of the funds.\nThe winding up of the co-operative must be in accordance with Part 4.5 of the Law.\nIf, on the winding up or dissolution, there remains after the satisfaction of all its debts and liabilities any property, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to ................... (insert name of entity to receive surplus) .\nIf the entity specified in subrule (2) does not exist at the time of the winding up or dissolution of the co-operative, any surplus property after the satisfaction of all its debts and liabilities must be given or transferred to an institution or institutions:\nwith objects similar to those of the co-operative; and\nwhose constitution prohibits the distribution of its property among its members; and\nchosen by the members of the co-operative at or before the dissolution or, in default, by the a judge of the court with jurisdiction in the matter.\nIf the co-operative does not wish to specify an entity to receive any surplus after winding up, the following subrule is suitable:\nIf, on the winding up or dissolution, there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions:\nwith objects similar to those of the co-operative; and\nwhose constitution prohibits the distribution of its property among its members; and\nchosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n(sch.7-sec.70-ssec.1) The winding up of the co-operative must be in accordance with Part 4.5 of the Law.\n(sch.7-sec.70-ssec.2) If, on the winding up or dissolution, there remains after the satisfaction of all its debts and liabilities any property, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to ................... (insert name of entity to receive surplus) .\n(sch.7-sec.70-ssec.3) If the entity specified in subrule (2) does not exist at the time of the winding up or dissolution of the co-operative, any surplus property after the satisfaction of all its debts and liabilities must be given or transferred to an institution or institutions: with objects similar to those of the co-operative; and whose constitution prohibits the distribution of its property among its members; and chosen by the members of the co-operative at or before the dissolution or, in default, by the a judge of the court with jurisdiction in the matter.\n(sch.7-sec.70-note-oc.2-frag-ssec.2) If, on the winding up or dissolution, there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions: with objects similar to those of the co-operative; and whose constitution prohibits the distribution of its property among its members; and chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.\n- (a) with objects similar to those of the co-operative; and\n- (b) whose constitution prohibits the distribution of its property among its members; and\n- (c) chosen by the members of the co-operative at or before the dissolution or, in default, by the a judge of the court with jurisdiction in the matter.\n- (a) with objects similar to those of the co-operative; and\n- (b) whose constitution prohibits the distribution of its property among its members; and\n- (c) chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.","sortOrder":245}],"analysis":{"issue_detection":{"absurdities":[{"type":"self_contradicting","section":"sch.5-sec.12(3)(a)","severity":"high","reasoning":"Suspension is a disciplinary measure intended to restrict a member's engagement with the co-operative. Preserving the right to vote while removing lesser rights such as access to services and fee refunds inverts the normal logic of discipline. The suspended member can continue to influence governance decisions, including potentially voting against their own suspension or voting on matters that affect their own disciplinary outcome. This undermines the punitive and protective purpose of suspension entirely.","confidence":0.92,"description":"A suspended member loses all rights 'except the right to vote', meaning a punished member retains the most powerful membership right while losing lesser benefits. This is internally contradictory as a punitive measure — suspension preserves democratic power while stripping financial and participatory benefits."},{"type":"impossible_compliance","section":"sch.5-sec.9(4)","severity":"high","reasoning":"Rule 9(2) requires 28 days written notice to 'the member' and a reasonable opportunity to be heard. Rule 9(3)(a) affords the member a 'full opportunity to be heard'. However, rule 9(4) expels all joint members when one is expelled. The procedural protections are framed in terms of the offending member only. Joint members who are not the subject of the proposed resolution receive no explicit notice or hearing rights, yet suffer the same consequence. This creates an impossible compliance scenario where natural justice obligations cannot be fulfilled for collaterally expelled members.","confidence":0.88,"description":"Expulsion of one joint member automatically causes expulsion of all joint members, meaning innocent co-holders are collectively punished for the conduct of one member without any procedural fairness being afforded to them."},{"type":"self_contradicting","section":"sch.5-sec.9(6)","severity":"medium","reasoning":"Shares cancelled on expulsion are not restored upon re-admission per rule 9(6), but rule 16(2) requires a minimum shareholding for membership. A re-admitted member must therefore acquire fresh shares at their own cost, with no credit for previously paid-up capital that was cancelled. This combined with rule 11(3) which cancels shares on expulsion and pays out capital creates a situation where the member has already received their capital back and must reinvest, but the rule does not say this clearly, creating potential confusion about whether re-admission requires new share purchase.","confidence":0.75,"description":"A re-admitted expelled member may not have their cancelled shares restored, yet rule 7(1)(b) requires payment for shares as a condition of membership application. A re-admitted former member must therefore purchase new shares to be a member again, but rule 9(6) does not acknowledge this cost asymmetry or explain what happens if they previously held shares they cannot recover."},{"type":"self_contradicting","section":"sch.5-sec.13(2) and sch.5-sec.13(13)","severity":"medium","reasoning":"The exclusion in rule 13(13) means expulsion and suspension disputes — which are among the most contentious and consequential disputes a member can face — are carved out of the only dispute resolution mechanism in the rules. There is no substitute mechanism provided. Rule 13(14) says parties may seek resolution 'in accordance with the Law or otherwise at law', but for expulsion/suspension disputes, the rule 13 procedure never applied in the first place, leaving a structural gap.","confidence":0.82,"description":"Rule 13(2) prohibits commencing court or arbitration proceedings relating to any dispute covered by these rules without first complying with the mediation procedure. Rule 13(13) expressly excludes disputes involving expulsion or suspension from the entire rule. Yet rule 9 expulsion proceedings are conducted as a general meeting vote with no alternative dispute resolution mechanism provided, leaving expelled members without a mandated pre-litigation procedure and potentially without access to mediation at all."},{"type":"other","section":"sch.5-sec.22(3)","severity":"low","reasoning":"The provision allows forfeiture at any time the amount remains unpaid. However it does not address the scenario where a member tenders payment but it has not yet been processed. The window is defined by payment not being made, but 'made' is undefined — does it mean dispatched, received, or processed? In a fast-moving situation this could allow forfeiture of shares where payment is genuinely in transit.","confidence":0.65,"description":"Shares may be forfeited 'at any time' after non-compliance with the forfeiture notice, 'but before the payment required by the notice has been made'. This creates a logical paradox: if payment is made after the forfeiture notice but before forfeiture is resolved, the board may still forfeit the shares during the window before payment clears or is formally acknowledged, creating uncertainty about when the forfeiture window actually closes."},{"type":"other","section":"sch.5-sec.34(4)","severity":"medium","reasoning":"The rule does not set a minimum number of members that must be present at an adjourned meeting for that reduced quorum to apply. Combined with rule 39(2) which gives the chairperson a casting vote, a single member who is chairperson could attend an adjourned meeting, constitute a quorum by their mere presence, and pass resolutions with their own vote plus a casting vote — effectively unilateral decision-making dressed as democratic process.","confidence":0.8,"description":"At an adjourned meeting, if a quorum is still not present within half an hour, 'the members present constitute a quorum'. This means theoretically a single member — or even just the chairperson if they are a member — could constitute a quorum and pass resolutions binding on all members of the co-operative."},{"type":"other","section":"sch.5-sec.41(1)","severity":"low","reasoning":"Postal ballots exist to facilitate participation where physical attendance is impractical. If the threshold to requisition a postal ballot is the same as or higher than the threshold to call a general meeting (both capped at 20%), members would rationally prefer to call a general meeting rather than a postal ballot, undermining the utility of the postal ballot mechanism. The rule should logically set a lower threshold for postal ballots to make them more accessible than general meetings.","confidence":0.7,"description":"The postal ballot rule requires members holding at least 20% of votes to requisition a postal ballot on a special resolution. However, rule 31(2) allows members holding up to 20% to requisition a general meeting. The threshold for a postal ballot requisition equals the maximum threshold for a meeting requisition, meaning it is never easier to obtain a postal ballot than a general meeting, which inverts the purpose of postal ballots as an accessible democratic tool for geographically dispersed memberships."},{"type":"circular_definition","section":"sch.5-sec.2","severity":"low","reasoning":"Having two defined terms ('CNL' and 'the Law') refer to the same instrument means that every reference to 'CNL' in the rules (e.g. section headings) is functionally identical to every reference to 'the Law' in the operative text. This could cause confusion about whether a distinction was intended. The duplication serves no discernible legal purpose.","confidence":0.78,"description":"The definitions section defines 'CNL' as the Co-operatives National Law and separately defines 'the Law' as the same instrument. Both definitions refer to the same legal instrument. The definition of 'CNL' is therefore redundant, and the co-existence of two different abbreviations for the same law within the same rules creates unnecessary interpretive ambiguity."},{"type":"self_contradicting","section":"sch.5-sec.19(9)","severity":"medium","reasoning":"Rule 19(2) deems the transferor to remain the holder until the transferee is registered. Rule 19(9) allows suspension of registration for 45 days before the AGM. Rule 20 disenfranchises members who have disposed of their beneficial interest. However, rule 20 only removes voting rights where a member 'has sold or transferred... all the member's shares'. If the transfer has not been registered due to the 45-day suspension, the transferor remains the registered holder and may not technically fall within rule 20's disenfranchisement provision, even though they have sold their shares. This creates a period where a person who has agreed to transfer their shares may or may not be entitled to vote, depending on when registration was suspended.","confidence":0.72,"description":"The board may suspend registration of transfers during the 45 days immediately before the annual general meeting. However, rule 20 provides that a member who has sold or transferred all their shares is not entitled to vote. If a transfer is suspended, the transferor remains the registered holder under rule 19(2) and retains voting rights, even though they have already sold their shares and received consideration. This allows a person with no economic interest in the co-operative to vote at the AGM."}],"contradictions":[{"severity":"medium","section_a":"sch.5-sec.9(3)(a)","section_b":"sch.5-sec.9(3)(d)","confidence":0.85,"description":"Rule 9(3)(a) requires the member be 'afforded a full opportunity to be heard' and entitled to 'call witnesses and cross-examine witnesses'. Rule 9(3)(d) requires any decision to be made by 'secret ballot'. Cross-examining witnesses and calling evidence are adversarial, open proceedings that are fundamentally incompatible with a secret ballot process conducted among the assembled members who have just heard those witnesses."},{"severity":"medium","section_a":"sch.5-sec.11(2)","section_b":"sch.5-sec.11(6)(a)","confidence":0.8,"description":"Rule 11(2) provides that on expulsion or resignation, all amounts owing by the former member become 'immediately payable in full'. Rule 11(6)(a) provides that payment by the co-operative to the former member must be made 'within one year'. This creates an asymmetry where the member must pay the co-operative immediately but the co-operative has up to one year to pay the member, with no offsetting mechanism explicitly mandated by these rules (though rule 23(3) references set-off rights under s.127 of the Law)."},{"severity":"low","section_a":"sch.5-sec.12(2)","section_b":"sch.5-sec.9(1)","confidence":0.73,"description":"Rule 12(2) requires that to suspend a member, the expulsion procedure in rule 9 must be followed 'as if references to expulsion were references to suspension'. Rule 9(1) requires a 'special resolution' for expulsion. However, rule 12 does not itself specify that a special resolution is required for suspension, and importing the full expulsion procedure — including the requirement for a special resolution — into suspension proceedings may impose a disproportionately high threshold for what is meant to be a lesser, temporary sanction."},{"severity":"medium","section_a":"sch.5-sec.36(6)","section_b":"sch.5-sec.9(3)(d)","confidence":0.82,"description":"Rule 36(6) establishes that the default voting method at a general meeting is a show of hands, subject to a poll being demanded. Rule 9(3)(d) mandates that decisions on expulsion must be by secret ballot. These provisions apply to the same setting (a general meeting) but prescribe incompatible default voting mechanisms for expulsion votes, creating uncertainty about whether a show of hands can ever validly precede the mandatory secret ballot or whether the secret ballot requirement overrides rule 36(6) entirely from the outset."},{"severity":"low","section_a":"sch.5-sec.7(1)","section_b":"sch.5-sec.7(6)","confidence":0.76,"description":"Rule 7(1) states that applications 'should be accompanied by' payment of entry fees and share payments. The word 'should' is precatory rather than mandatory. Rule 7(6) requires that 'on refusal any amounts accompanying the application... must be refunded within 28 days'. If the payment is only recommended (should) and not required, the refund obligation is premised on an uncertain factual basis, creating a logical inconsistency between the precatory nature of the payment obligation and the mandatory nature of its refund."},{"severity":"low","section_a":"sch.5-sec.28(4)","section_b":"sch.5-sec.28(5)","confidence":0.7,"description":"Rule 28(4) states that a CCU holder has 'none of the rights or entitlements of a member of the co-operative'. Rule 28(5) states that a CCU holder is entitled to receive notice of 'all relevant meetings of the co-operative'. If a CCU holder has no rights of a member, the basis and scope of the entitlement to receive notices of co-operative meetings (a right typically attaching to membership or debenture status) is internally inconsistent, and the explanatory note below rule 28(5) acknowledges this by clarifying CCU holders receive notice as debenture holders — but this is not stated in the operative rule itself."},{"severity":"medium","section_a":"sch.5-sec.32(1)","section_b":"sch.5-sec.32(6)","confidence":0.87,"description":"Rule 32(1) requires at least 14 days' notice of a general meeting. Rule 32(6) requires members who wish to submit a resolution to give written notice at least 45 days before the meeting. This means the notice requirements for member-proposed resolutions are three times the minimum meeting notice period. If a meeting is called with only the minimum 14 days' notice, no member-proposed resolutions can ever be included on the agenda, as the 45-day window will always have passed before the meeting notice was even issued."}]},"summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The document is a model rules schedule within the Co-operatives National Regulation (Queensland). It stays entirely within its intended purpose: providing a standard constitutional template for Queensland co-operatives to adopt. All provisions are consistent with the stated goal of giving co-operatives a ready-made governance framework aligned with the Co-operatives National Law. No scope creep is evident."},"complexity_factors":["Extensive cross-referencing between internal rules, the Co-operatives National Law (CNL), and the National Regulations — readers must consult multiple external documents to fully understand obligations","Multiple layers of governance: ordinary resolutions, special resolutions, postal ballots, special postal ballots — each with different notice periods and voting thresholds","Complex share mechanics including calls on shares, partial payment, interest rates, forfeiture processes, and repurchase procedures","Differentiated rules for 'large' versus 'small' co-operatives with different financial reporting obligations","Template document with numerous blanks to fill in (names, percentages, fee amounts, timeframes), meaning the rules are incomplete until customised — creating potential ambiguity","Multiple overlapping membership exit pathways (resignation, expulsion, suspension, inactivity, death, bankruptcy, incapacity) each with distinct financial and procedural consequences","CCUs (Co-operative Capital Units — a type of investment security) introduce a separate class of financial instrument with its own rights, voting rules, and transfer procedures","Dispute resolution procedure interacts with but explicitly excludes certain types of disputes, requiring careful reading to understand when it applies","Joint membership provisions create nuanced liability and voting rights scenarios","Mediation obligations before litigation add procedural complexity to member disputes"],"plain_english_summary":"This is a template rulebook Queensland co‑operatives can adopt as their governing constitution. It sets who can join, how membership and voting work (one member one vote), board powers over admissions, shares, meetings and discipline, and steps for dispute resolution and share treatment on exit.\n\nIt matters because it defines members’ rights and obligations and the limits on board authority for any co‑operative using these model rules."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":false,"description":"This instrument is a comprehensive model rules template intended to implement the Co‑operatives National Law in this jurisdiction. It does not expand the statutory scope of the CNL; rather it translates the Law’s mandatory and permissive provisions into a draft constitution for co‑operatives, offering multiple optional clauses and blanks for local choice. The apparent breadth (membership, capital, meetings, board, finance, winding up, dispute resolution) reflects the normal scope of a co‑operative’s constitution rather than a significant growth beyond the original purpose of providing model rules under the Law."},"complexity_factors":["Very long document with repeated near‑identical schedules (sch.5, sch.6, sch.7) producing duplicated rules across ~70+ named sections per schedule","Extensive cross‑references to the Co‑operatives National Law and National Regulations throughout (many rules defer to CNL sections and reg numbers)","Numerous defined terms at the start of each schedule and repeated definitions (e.g. ballot paper, basic minimum financial statements) increasing interpretation points","Many optional clauses and editorial choices to be made by adopters (blanks to insert numbers, 'strike out whichever is not applicable' options, alternate wording choices)","Nested conditional logic (e.g. small vs large co‑operative reporting; special postal ballot vs ordinary postal ballot; member vs non‑member directors) creating branches of application","Several rules incorporate other rules by reference (e.g. suspension follows expulsion procedure), creating chains of dependency","Multiple instances of delegation and discretion (board may do X unless members via special resolution do Y) increasing situational complexity","Procedural complexity in meetings and voting rules: multiple notice periods, different majorities (simple, two‑thirds, three‑quarters), postal vs special postal ballots, proxy mechanics","Financial mechanics with alternatives (share paid‑up percentages, calls, interest caps, repurchase routes, set‑offs, distribution formulas on winding up)","Administrative compliance items with timing requirements (minutes within 28 days, entry in registers within 28 days, notice periods, lodging documents) add operational detail"],"plain_english_summary":"**What this document is, mechanically**\n\nThese are model rules a Queensland co‑operative can adopt under the Co‑operatives National Law (CNL). They function as a ready‑made constitution: a menu of default governance, membership, finance and meeting rules that a co‑operative can accept largely as drafted or adapt by filling the blanks and striking options. The text cross‑refers repeatedly to the CNL and the National Regulations and therefore operates together with that primary legislation (see definitions and frequent cross‑references at the start of each schedule).\n\n**Who it affects**\n\n- Members and prospective members of a co‑operative (eligibility, fees, active‑membership obligations, suspension, expulsion) (e.g. rules 4–12).  \n- Directors and the board (composition, election, meetings, delegations, remuneration) (e.g. rules 44–57).  \n- People holding or transferring securities (shares, debentures, CCUs) and persons entitled by death, bankruptcy or incapacity (rules 16–29, 24–26).  \n- Auditors, returning officers and mediators involved in compliance, elections and dispute resolution (rules 13, 41–42, 65–66).  \n\n**What the rules do (core mechanics)**\n\n- Establish membership rules: who qualifies, how to apply, entry fees and subscriptions, active‑membership requirements and the consequences of inactivity (rules 4–11, 21).  \n- Attach voting rights to membership (one member = one vote in most cases), not to shareholding (rules 16, 36–38).  \n- Provide the board with broad management powers, subject to matters reserved for general meeting (rule 44). The board has discretion on membership admissions, transfers of shares, calls on unpaid share capital, repurchases and operational matters (rules 7, 17, 18, 19).  \n- Set director rules: eligibility (member and non‑member directors), election procedures, terms (staggered 3‑year terms possible), removal, casual vacancies, quorum and conflicts (rules 45–53, 47–50). Boards must have a majority of member directors (rule 45).  \n- Prescribe meeting procedures and voting thresholds: notice periods, ordinary vs special business, special resolutions and postal ballots (rules 30–43, 41–43).  \n- Give the co‑operative tools to enforce member obligations: fines (capped), suspension, expulsion and monetary consequences, including deduction for accumulated losses on share capital (rules 11, 12, 14, 9).  \n- Specify capital and share mechanics: nominal share value, minimum holding, transfer constraints (including a 20% cap on any relevant interest unless allowed by the Law), calls, forfeiture and repurchase (rules 16–23).  \n- Provide for other securities and capital instruments (debentures, CCUs) and their transfer processes (rules 27–29).  \n- Set accounting and reporting rules tied to CNL size categories (small vs large co‑operatives), auditor/reviewer options, and basic minimum financial statements for small co‑ops (rules 63–69, 65–66).  \n- Deal with winding up and residual property: distributing vs non‑distributing options are provided; where residual property cannot be distributed to members it must be transferred to an entity whose rules prohibit distribution (rules 70 and equivalents in other schedules).  \n\n**Why it matters (practical effects and trade‑offs)**\n\n- Centralises operational control with the board while reserving major structural choices (rule changes, special resolutions) to members. The board decides fees, accepts or rejects membership and approves transfers/repurchases (rules 6–7, 19). That concentrates day‑to‑day decision power in a small group (who pays: members bear fees, calls, fines; who decides: the board and, for big changes, the members by resolution).  \n\n- Limits on share concentration (20% cap) and the one‑member/one‑vote principle preserve member control over corporate decisions but restrict capital‑raising flexibility compared with investor‑owned firms (rule 16). Where extra capital is needed, the board can issue CCUs or call for further shares under special resolution (rules 28, 16).  \n\n- Compliance burden varies with size. Small co‑operatives get lighter reporting options (basic minimum financial statements, optional audit) but remain subject to regulators’ directions to audit or review (rules 65–66). Large co‑operatives face audited financial reports and stricter procedures (rule 69). Members bear the direct accounting and possible auditor costs.  \n\n- Dispute resolution requires internal steps and mediation before court action (rule 13). That reduces immediate litigation risk and encourages resolution, but imposes procedural steps that a litigant must perform first (cost in time and possibly fees for mediation).  \n\n- Enforcement tools (fines, suspension, expulsion, forfeiture of shares) create a set of penalties to protect the co‑operative’s functioning (rules 9, 12, 14, 22–23). These tools impose immediate monetary liability on departing or expelled members (rule 11) and therefore shift financial risk and recovery costs onto individual members in breach.  \n\n- Many board powers are discretionary and come with optional drafting choices in the model (e.g. whether to permit proxies, how to treat CCU voting, percentage thresholds). The final balance of power and accountability depends on how those blanks are filled when the co‑operative adopts these rules (see multiple “insert” and “strike out” marks throughout). That choice architecture gives flexibility but also creates implementation risk if defaults concentrate authority without clear member oversight.  \n\n**Costs, incentives and risks to note**\n\n- Who pays: members pay entry fees, subscriptions, calls on shares, fines for breaches, and may bear the cost of member‑requested postal ballots (rule 6, 17, 14, 41).  \n- Who decides: the board handles operations and many discretionary decisions; members control special resolutions, rule changes and director elections (rules 44, 43, 47).  \n- Incentive effects: board discretion to refuse membership or transfers and to approve repurchases creates gatekeeping power that can advantage incumbents; the one‑member/one‑vote rule discourages block control by capital contributors but may make raising capital slower.  \n- Concentrated benefits/diffuse costs: directors and successful applicants to board committees obtain concentrated governance influence; costs (audit, administration, compliance) are spread across the membership.  \n- Capture and substitution risk: optional appointment of non‑member directors (rule 45) brings technical skill but may dilute member control; strict transfer controls and board approval may reduce secondary markets for shares and liquidity.  \n- Implementation risks: many blanks and alternatives mean two co‑operatives adopting the same model could end up with materially different rights and obligations; poor drafting choices could unintentionally increase board power or member costs.  \n\n**Practical checklist for a co‑operative adopting these rules**\n\n- Decide and document the blanks: share nominal value, minimum holdings, max fine amount, quorum numbers, percentage thresholds for member requisitions and surplus distribution rules (rules 6, 16, 14, 34, 31, 67).  \n- Choose whether to permit proxies and electronic notices and ballots (rules 40, 62, 41–42).  \n- Determine whether the co‑operative is distributing or non‑distributing and select the corresponding winding‑up clause (rule 70).  \n- Consider specifying limits on board discretion (for transfers, repurchases, membership refusals) if members want stronger checks.  \n- Ensure the membership understands the financial reporting and auditor obligations appropriate to the co‑operative’s size (rules 65–69)."},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"kimi_summary":{"_metrics":{"completionTokens":750},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"This is a model rules template as originally intended — it provides three alternative governance frameworks (distributing, non-distributing, and distributing with share capital) for co-operatives to adopt. The scope remains consistent with its purpose as a standardised starting point for co-operative formation under the Co-operatives National Law."},"complexity_factors":["Three parallel but distinct rule sets (Schedules 5, 6, 7) with overlapping but materially different provisions","Extensive cross-referencing to the Co-operatives National Law (CNL) and National Regulations — the rules cannot be understood without reference to external legislation","Numerous optional provisions requiring co-operatives to 'insert' values, 'strike out' alternatives, or choose between options","Detailed procedural requirements for meetings, voting, and director elections with multiple conditional steps","Specific definitions and distinctions between 'member directors' and 'non-member directors', 'small' and 'large' co-operatives, and different types of resolutions","Financial reporting tiers with different requirements based on co-operative size and type","Mediation and dispute resolution procedures with mandatory pre-conditions before court action"],"plain_english_summary":"This is a **model rules template** for co-operatives operating under the Co-operatives National Law in Queensland. It provides three alternative sets of rules (Schedules 5, 6, and 7) that co-operatives can adopt or adapt for their governance.\n\n**What it does:**\n- **Schedule 5** — Rules for **distributing co-operatives** (can distribute surplus to members)\n- **Schedule 6** — Rules for **non-distributing co-operatives** (cannot distribute surplus to members; surplus must go to similar organisations)\n- **Schedule 7** — Rules for **distributing co-operatives with share capital** (allows share trading with additional protections)\n\n**Key areas covered across all three schedules:**\n\n| Area | What's covered |\n|------|---------------|\n| **Membership** | How people join, active membership requirements, fees, expulsion and resignation procedures |\n| **Shares** | Issue, transfer, forfeiture and repurchase of shares (Schedules 5 & 7); membership interests without shares (Schedule 6) |\n| **Governance** | Board composition (majority must be member directors), director elections, meetings, delegation of powers |\n| **Decision-making** | General meetings, voting rights (one member = one vote), special resolutions (two-thirds majority), postal ballots |\n| **Dispute resolution** | Mandatory mediation before court action for disputes between members or with the co-operative |\n| **Financial matters** | Financial reporting requirements (different for \"small\" vs \"large\" co-operatives), auditor/reviewer appointments, handling of surplus |\n| **Winding up** | Distribution of remaining assets (to members for distributing co-ops; to similar organisations for non-distributing) |\n\n**Who it affects:**\n- Anyone forming or running a co-operative in Queensland\n- Members (who have voting rights but limited financial returns in non-distributing co-ops)\n- Directors (who must mostly be active members)\n- The Registrar of Co-operatives (who oversees compliance)\n\n**Why it matters:**\nCo-operatives are member-owned businesses that operate for mutual benefit. These rules ensure democratic control (one member, one vote), protect member rights, and comply with national legislation while allowing flexibility for different types of co-operative enterprises."}},"importantCases":[],"_links":{"self":"/api/acts/co-operatives-national-regulation-queensland","history":"/api/acts/co-operatives-national-regulation-queensland/history","analysis":"/api/acts/co-operatives-national-regulation-queensland/analysis","conflicts":"/api/acts/co-operatives-national-regulation-queensland/conflicts","importantCases":"/api/acts/co-operatives-national-regulation-queensland/important-cases","documents":"/api/acts/co-operatives-national-regulation-queensland/documents"}}