359Acquisition 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

Co-operatives (National Uniform Legislation) Act 2015 228 (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 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. (3) The Registrar may, by designated instrument, exempt a co-operative from compliance with a provision of this section and section 248 in relation to a matter to which this section applies. (4) An exemption may be given unconditionally or subject to conditions. undertaking of a co-operative means all the assets of the Note This section applies to non-distributing co-operatives as well as to distributing

Co-operatives (National Uniform Legislation) Act 2015 229 Part 3.5 Restrictions on acquisition of interests in Division 1 Restrictions on share and voting interests 360 Notice required to be given of voting interest (1) A person (whether or not a member of the co-operative) must give notice to a co-operative within 5 business days after becoming aware the person has a relevant interest in the right to vote of a member of the co-operative. (2) A person (whether or not a member of the co-operative) who has ceased to have a relevant interest in the right to vote of a member of a co-operative must give notice to the co-operative within 5 business days after becoming aware of the fact. (3) Section 233 provides for the effect of a person having a relevant interest in the right to vote of a member of a co-operative. Note See Part 1 of Schedule 2 for the term relevant interest.