358Application of surplus to other persons

358 Application of surplus to other persons

(1) Part of the surplus arising in a year from the business of a distributing co-operative may be credited to a person who is not a member, but is qualified to be a member, by way of rebate in proportion to the value of business done by the person with the co-operative or to the profit earned by the co-operative, if:

(a) the person was a member when the business was done and the membership has lapsed; or

(b) the person has applied for membership after the business was done.

(2) Nothing in this section precludes the payment of a bonus to an employee under the terms of his or her employment.

Division 4 Acquisition and disposal of assets

359 Acquisition and disposal of assets

(1) A co-operative must not do any of the following things except as approved by special resolution by a special postal ballot:

(a) sell or lease the undertaking of the co-operative as a going concern;

(b) sell or lease a part of the undertaking of the co-operative that relates to its primary activities and the value of which represents a percentage prescribed by the National Regulations or more of the total book value of the undertaking;

(c) acquire from or dispose of to:

(i) a director or employee of the co-operative; or

(ii) a relative (within the meaning of the Corporations Act) of a director or employee of the co-operative or of the spouse or de facto partner of a director or employee of the co-operative;

property the value of which represents a percentage prescribed by the National Regulations or more of the total book value of all the assets of the co-operative relating to its primary activities;

(d) acquire an asset the value of which represents a percentage prescribed by the National Regulations or more of the total book value of the undertaking of the co-operative, if the acquisition would result in the co-operative commencing to carry on an activity that is not one of its primary activities;

(e) dispose of an asset, if the disposal would result:

(i) in the co-operative ceasing to carry on a primary activity of the co-operative; or

(ii) in the ability of the co-operative to carry on a primary activity of the co-operative being substantially impaired.

(2) If a co-operative contravenes this section, each person who is a member of the board of the co-operative is taken to have committed the offence, if the person:

(a) was in a position to influence the conduct of the co-operative in relation to the commission of the offence by it; and

(b) did not use all due diligence to prevent the commission of the offence by it.