Schedule 3 contains savings and transitional provisions.
Co-operatives (National Uniform Legislation) Act 2015 364
Schedule 1 Matters for which rules of co-operative must
make provision (Section 56 of this Law)
1 Requirements for all co-operatives
The rules of a co-operative must set out or make provision for each
of the following:
(a) the name of the co-operative;
(b) active membership provisions;
(c) the mode and conditions of admission to membership, and the
payment to be made, or the share or interest to be acquired,
before rights of membership are exercised;
(d) the rights and liabilities of members, and of the estates of
deceased members, and the rights and liabilities of
representatives of members under bankruptcy or mental
incapacity;
(e) the circumstances in which members may be expelled or
suspended, and the rights and liabilities of expelled and
suspended members;
(f) the circumstances in which membership ceases;
(g) the charges or subscriptions payable by a member to the
(h) the circumstances in which fines and forfeitures may be
imposed on members of the co-operative, and the amount of
the fines, being not more than the maximum amount
prescribed by the National Regulations;
(i) the grievance procedures for settling disputes between the
co-operative and any of its members as defined in
section 129, or between a member and another member;
(j) the restrictions (if any) on the powers of the co-operative and
the board;
(k) the number of directors, the qualification of directors, the way
of electing, remunerating and removing directors and filling a
vacancy, the period for which directors are to hold office,
whether directors are to retire by rotation or otherwise, and the
holding of annual elections;
(l) the quorum for and the procedure at meetings of the board;
Co-operatives (National Uniform Legislation) Act 2015 365
(m) the device, custody and use of the seal of the co-operative;
(n) how the funds of the co-operative are to be managed, and in
particular the mode of drawing and signing cheques, drafts,
bills of exchange, promissory notes, and other negotiable
instruments for the co-operative;
(o) the custody of securities belonging to the co-operative;
(p) how debentures may be transferred;
(q) the date on which the financial year of the co-operative ends;
(r) the preparation of financial reports of the co-operative, the
provision of those reports to members of the co-operative, and
whether and how those reports are to be audited or reviewed;
(s) how a loss that may result from the transactions of the
co-operative is to be provided for;
(t) the procedure for calling general and special meetings, the
requisite notices of meetings, and the quorum for meetings, of
(u) the procedure at meetings of the co-operative, including the
(i) the rights of members in voting at meetings;
(ii) the way of voting;
(iii) the majority necessary for carrying resolutions, and any
special majority in addition to that required under this
Law necessary for carrying specified resolutions;
(v) the method of conducting postal ballots (including special
postal ballots), including the following:
(i) the sending and filing of information and votes by fax or
electronic means;
(ii) the way of voting;
(iii) the majority necessary for carrying resolutions, and any
special majority in addition to that required under this
Law necessary for carrying specified resolutions;
(w) the way of amending the rules;
(x) how the co-operative may be wound up;
Co-operatives (National Uniform Legislation) Act 2015 366
(y) a matter prescribed by the National Regulations for the
purposes of this clause;
(z) other matters that appear necessary or desirable to the
2 Additional matters – co-operatives with share capital
In addition to the matters specified in clause 1, the rules of a
co-operative with share capital must set out or make provision for
each of the following:
(a) the nominal value of each share in the co-operative;
(b) the amount of the contingent liability (if any) attaching to
shares;
(c) the terms on which shares, not including bonus shares, but
including shares (if any) with a contingent liability attached to
them are to be issued;
(d) the periodic subscriptions by which or the manner in which
shares are to be paid for;
(e) for a distributing co-operative – how any surplus may be
distributed;
(f) the allocation of a deficiency on the winding up of a
(g) the forfeiture of shares on expulsion or on failure to pay any
subscription or call, the extent to which members whose
shares have been forfeited are to remain liable for any amount
still unpaid for them, and the sale or cancellation of forfeited
shares;
(h) how shares may be transferred;
(i) a matter prescribed by the National Regulations for the
purposes of this clause.
3 Additional matters – non-distributing co-operatives
In addition to the matters specified in clauses 1 and 2, the rules of a
non-distributing co-operative must provide:
(a) that there must be no return or distribution of surplus or share
capital to members other than the nominal value of shares (if
any) at winding up; and
Co-operatives (National Uniform Legislation) Act 2015 367
(b) for the way of distribution of the surplus property at winding
up.
Co-operatives (National Uniform Legislation) Act 2015 368
Schedule 2 Relevant interests, associates, and related
corporations (Section 4 of this Law)
Part 1 Relevant interests
1 Terminology used in this Part
(1) This clause applies for the purposes of this Part.
(2) Power to vote in relation to a right to vote is power to exercise, or to
control the exercise of, the right to vote.
(3) A reference to power to dispose of a share includes a reference to
power to exercise control over the disposal of the share.
(4) A reference to power or control includes a reference to power or
control that is direct or indirect or is, or can be, exercised because
of, by means of, in breach of, or by revocation of, trusts,
agreements and practices, or any of them, whether or not they are
enforceable.
(5) Power to vote in relation to a right to vote, or power to dispose of a
share, that is exercisable by 2 or more persons jointly is taken to be
exercisable by either or any of those persons.
(6) A reference to a controlling interest includes a reference to an
interest that gives control.
2 Basic rules – relevant interests
(1) In this Law (unless otherwise provided), relevant interest has a
meaning determined under this Part.
(2) A person who has power to vote in relation to a right to vote has a
relevant interest in the right to vote.
(3) A person who has power to dispose of a share has a relevant
interest in the share.
3 Control of corporation having power in relation to a share
If a corporation has, or is by this Part taken to have:
(a) power to vote in relation to a right to vote; or
(b) power to dispose of a share;
Co-operatives (National Uniform Legislation) Act 2015 369
a person is taken for the purposes of this Part to have in relation to
the right to vote or share the same power as the corporation has, or
is taken to have, if:
(c) the corporation is, or its directors are, accustomed or under an
obligation, whether formal or informal, to act under the
directions, instructions or wishes of the person in relation to
the exercise of the power referred to in paragraph (a) or (b); or
(d) the person has a controlling interest in the corporation.
4 Control of 20% of voting power in corporation having power in
relation to a share
If a corporation or an associate of a corporation has, or is by this
Part (other than this clause) taken to have:
(a) power to vote in relation to a right to vote; or
(b) power to dispose of a share;
a person is taken for the purposes of this Part to have in relation to
the right to vote or share the same power as the corporation or
associate has, or is taken to have, if:
(c) the person has; or
(d) an associate of the person has; or
(e) associates of the person together have; or
(f) the person and an associate or associates of the person
together have;
power to vote in relation to the right to vote attached to not less
than 20% of the voting shares in the corporation.
5 Deemed relevant interest in advance of performance of
agreement that will give rise to a relevant interest
If:
(a) a person:
(i) has entered into an agreement with another person with
respect to an issued share or right to vote in which the
other person has a relevant interest; or
(ii) has a right enforceable against another person in
relation to an issued share or right to vote in which the
other person has a relevant interest, whether the right is
Co-operatives (National Uniform Legislation) Act 2015 370
enforceable presently or in the future and whether or not
it is enforceable on the fulfilment of a condition; or
(iii) has an option granted by another person, or has granted
to another person an option, with respect to an issued
share or right to vote in which the other person has a
relevant interest; and
(b) the first-mentioned person would have a relevant interest in
the share or right to vote on performance of the agreement,
enforcement of the right, or exercise of the option;
the first-mentioned person is taken for the purposes of this Part to
have that relevant interest in the share or right to vote.
6 Control of corporation having a relevant interest by virtue of
clause 5
If a corporation is taken under clause 5 to have a relevant interest
in a share in or right to vote at meetings of a co-operative, a person
is taken for the purposes of this Part to have a relevant interest in
the share or right to vote if:
(a) the corporation is, or its directors are, accustomed or under an
obligation, whether formal or informal, to act under the
directions, instructions or wishes of the person in relation to
the exercise of power to vote in relation to the right to vote or
power to dispose of the shares; or
(b) the person has a controlling interest in the corporation; or
(c) the person has power to vote in relation to the right to vote
attached to not less than 20% of the voting shares in the
corporation.
7 Matters not affecting application of Part
(1) It is immaterial for the purposes of this Part whether or not power to
vote in relation to a right to vote, or power to dispose of a share:
(a) is express or implied or formal or informal; or
(b) is exercisable by a person alone or jointly with another person
or persons; or
(c) cannot be related to a particular share; or
(d) is, or can be made, subject to restraint or restriction.
Co-operatives (National Uniform Legislation) Act 2015 371
(2) A relevant interest in a share or right to vote is not to be
disregarded merely because of either or both of the following:
(a) its remoteness;
(b) how it arose.
8 Corporation may have a relevant interest in its own shares
A corporation may, by virtue of this Part, be considered to have a
relevant interest in a share in or right to vote arising from
membership of the corporation itself.
9 Exclusions – money-lenders
(a) the person's ordinary business includes lending money; and
(b) the person has authority to exercise powers as the holder of
the relevant interest only because of a security given for a
transaction entered into in the ordinary course of business in
connection with lending money, other than a transaction
entered into with an associate of the person.
10 Exclusions – certain trustees
(a) the share or right is subject to a trust; and
(b) the person has the relevant interest as a trustee of the trust;
and
(c) either:
(i) a beneficiary under the trust is taken under clause 5 to
have a relevant interest in the share or right because the
beneficiary has a presently enforceable and
unconditional right referred to in clause 5(b); or
(ii) the person is a bare trustee.
Co-operatives (National Uniform Legislation) Act 2015 372
11 Exclusions – instructions to securities dealer to dispose of
share
(a) the person's ordinary business includes dealing in securities;
and
(b) the person has authority to exercise powers as the holder of
the relevant interest only because of instructions given to the
person, by or on behalf of another person, to dispose of the
share on the other person's behalf in the ordinary course of
the business.
12 Exclusions – honorary proxies
disregarded if the person has it only because of having been
appointed, otherwise than for valuable consideration given by the
person or an associate of the person, to vote as a proxy or
representative at a meeting of members, or of a class of members,
of a corporation.
13 Exclusions – holders of prescribed offices
disregarded if the person has it because of holding an office
prescribed by the National Regulations.
14 Prescribed exclusions
The National Regulations may provide that a relevant interest in a
share is, in specified circumstances and subject to specified
conditions (if any), to be disregarded for the purposes of a provision
15 Effect of Schedule
(1) Nothing in this Schedule limits the generality of anything else in it.
(2) A person does not have a relevant interest in a share of a
co-operative or a right to vote in relation to a co-operative except as
provided in this Schedule.
Co-operatives (National Uniform Legislation) Act 2015 373
16 Relevant interest – corporation other than co-operative
A reference in this Law (including this Schedule) to a relevant
interest in a share of a corporation other than a co-operative or a
right to vote in relation to a corporation other than a co-operative is
to be construed under the Corporations Act.
Part 2 Associates
17 Effect of Part
(1) In this Law (unless otherwise provided), associate has a meaning
determined under this Part.
(2) A person is not an associate of another person except as provided
by this Part.
18 Associates of a corporation
The associates of a corporation include the following:
(a) a director or secretary of the corporation;
(b) a related corporation;
(c) a director or secretary of a related corporation.
19 Matters relating to voting rights
(1) If a reference to an associate of a person relates to:
(a) the extent of power to exercise, or to control the exercise of,
the voting power attached to voting shares in or arising from
membership of a corporation; or
(b) the person's entitlement to shares in a corporation; or
(c) an offer to purchase shares to which Division 2 of Part 3.5
applies;
the reference includes a reference to another person with whom the
person has entered into, or proposes to enter into, an agreement
referred to in subclause (2).
Co-operatives (National Uniform Legislation) Act 2015 374
(2) Subclause (1) applies to an agreement:
(a) because of which one of the persons referred to in
subclause (1) has, or will have, power (even if it is in any way
qualified):
(i) to exercise; or
(ii) to control, directly or indirectly, the exercise of; or
(iii) to influence substantially the exercise of;
any voting power attached to shares in the corporation; or
(b) for the purpose of controlling or influencing:
(i) the composition of the corporation's board; or
(ii) the conduct of affairs of the corporation; or
(c) under which one of the persons:
(i) will or may acquire; or
(ii) may be required by the other to acquire;
shares in the corporation in which the other has a relevant
interest; or
(d) under which one of the persons may be required to dispose of
shares in the corporation in accordance with the other's
directions.
(3) Subclause (1) applies despite any other effect the agreement may
have.
(4) In relation to a matter relating to shares in a corporation, a person
may be an associate of the corporation and the corporation may be
an associate of a person.
20 General
(1) A reference to an associate of a person includes a reference to:
(a) another person in concert with whom the person is acting or
proposes to act; and
(b) another person who, under the National Regulations, is, for
the purposes of the provision in which the reference occurs,
an associate of the person; and
Co-operatives (National Uniform Legislation) Act 2015 375
(c) another person with whom the person is or proposes to
become associated, whether formally or informally, in any
other way;
in relation to the matter to which the reference relates.
(2) If a person has entered, or proposes to enter, into a transaction, or
has done, or proposes to do, an act or thing, in order to become
associated with another person as referred to in an applicable
provision of this Part, a reference to an associate of the person
includes a reference to the other person.
21 Exclusions
A person is not an associate of another person by virtue of
clause 19 or 20(1), or by virtue of clause 20(2) as it applies in
relation to clause 19 or 20(1), merely because of one or more of the
(a) one gives advice to the other, or acts on the other's behalf, in
the proper performance of the functions attaching to a
professional capacity or a business relationship;
(b) one, a client, gives specific instructions to the other, whose
ordinary business includes dealing in securities, to acquire
shares on the client's behalf in the ordinary course of that
business;
(c) one has made, or proposes to make, to the other an offer to
which Division 2 of Part 3.5 applies, in relation to shares held
by the other;
(d) one has appointed the other, otherwise than for valuable
consideration given by the other or by an associate of the
other, to vote as a proxy or representative at a meeting of
members, or of a class of members, of a corporation.
Part 3 Related corporations
22 Related corporations
For the purposes of this Law, a corporation is taken to be related to:
(a) another corporation that is its subsidiary; and
(b) another corporation of which it is a subsidiary; and
(c) another corporation if both it and that other corporation are
subsidiaries of the same corporation.
Co-operatives (National Uniform Legislation) Act 2015 376
Schedule 3 Savings and transitional provisions
(Section 624 of this Law)
1 Entitlements of former members of trading or distributing
jurisdiction may provide that a reference in Division 5 of Part 2.6 of
this Law to the period of 2 years is taken to be a reference to
another period in a case where the cancellation of membership
concerned occurred before the commencement of that Division in
this jurisdiction.
2 Application of Chapter 5 to existing registered foreign
co-operatives not incorporated under corresponding law
(1) This clause applies to a body that was a foreign co-operative
registered under the repealed legislation of this jurisdiction
immediately before the commencement of this clause in this
jurisdiction but that is not registered and incorporated under a
corresponding co-operatives law.
(2) The co-operative is taken to be a participating co-operative
authorised to carry on business in this jurisdiction under Chapter 5,
and that Chapter applies accordingly.
3 Maximum permissible level of share interest
(1) This clause applies where, immediately before the commencement
of this clause in this jurisdiction:
(a) a person lawfully had a relevant interest in shares of a
(b) the nominal value of the person's shares was a percentage
(the relevant percentage) of the issued share capital of the
co-operative that is more than 20% of the nominal value of the
issued share capital.
(2) The maximum of 20% stated by section 363(1) is taken to be
increased for the person by force of this clause to a maximum equal
to the relevant percentage.
4 Receivers of property
Nothing in section 418 of the Corporations Act as applying under
section 393 prevents a person from acting as receiver of property of
a co-operative under an appointment validly made before the
commencement of this clause in this jurisdiction.
Co-operatives (National Uniform Legislation) Act 2015 377
Schedule 4 Miscellaneous provisions relating to
interpretation (Section 5 of this Law)
Part 1 Preliminary
1 Displacement of Schedule by contrary intention
The application of this Schedule may be displaced, wholly or partly,
by a contrary intention appearing in this Law.
Part 2 General
2 Law to be construed not to exceed legislative power of
Legislature
(1) This Law is to be construed as operating to the full extent of, but so
as not to exceed, the legislative power of the Legislature of this
(2) If a provision of this Law, or the application of a provision of this
Law to a person, subject matter or circumstance, would, but for this
clause, be construed as being in excess of the legislative power of
the Legislature of this jurisdiction:
(a) it is a valid provision to the extent to which it is not in excess of
the power; and
(b) the remainder of this Law, and the application of the provision
to other persons, subject matters or circumstances, is not
affected.
(3) This clause applies to this Law in addition to, and without limiting
the effect of, any provision of this Law.
3 Every section to be a substantive enactment
Every section of this Law has effect as a substantive enactment
without introductory words.
4 Material that is, and is not, part of this Law
(1) The heading to a Chapter, Part, Division or Subdivision into which
this Law is divided is part of this Law.
(2) A Schedule to this Law is part of this Law.
(3) Punctuation in this Law is part of this Law.
Co-operatives (National Uniform Legislation) Act 2015 378
(4) A heading to a section or subsection of this Law does not form part
(5) Notes included in this Law (including footnotes and endnotes) are
part of this Law.
5 References to particular Acts and to enactments
(a) an Act of this jurisdiction may be cited:
(ii) by reference to the year in which it was passed and its
number; and
(b) a Commonwealth Act may be cited:
(ii) in another way sufficient in a Commonwealth Act for the
citation of such an Act;
together with a reference to the Commonwealth; and
(c) an Act of another jurisdiction may be cited:
(ii) in another way sufficient in an Act of the jurisdiction for
the citation of such an Act;
together with a reference to the jurisdiction.
6 References taken to be included in Law or Act citation etc.
(1) A reference in this Law to this Law or an Act includes a reference
to:
(a) this Law or the Act as originally enacted, and as amended
from time to time since its original enactment; and
(b) if this Law or the Act has been repealed and re-enacted (with
or without modification) since the enactment of the reference –
the Act as re-enacted, and as amended from time to time
since its re-enactment.
Co-operatives (National Uniform Legislation) Act 2015 379
(2) A reference in this Law to a provision of this Law or of an Act
includes a reference to:
(a) the provision as originally enacted, and as amended from time
to time since its original enactment; and
(b) if the provision has been omitted and re-enacted (with or
without modification) since the enactment of the reference –
the provision as re-enacted, and as amended from time to
time since its re-enactment.
(3) Subclauses (1) and (2) apply to a reference in this Law to a law of
the Commonwealth or another jurisdiction in the same way as they
apply to a reference in this Law to an Act and to a provision of an
Act.
7 Interpretation best achieving Law's purpose or object
(1) In the interpretation of a provision of this Law, the interpretation that
will best achieve the purpose or object of this Law is to be preferred
to any other interpretation.
(2) Subclause (1) applies whether or not the purpose or object is
expressly stated in this Law.
8 Use of extrinsic material in interpretation
(1) In this clause:
extrinsic material means relevant material not forming part of this
Law, including, for example:
(a) material that is set out in the document containing the text of
this Law as printed by the Government Printer; and
(b) a relevant report of a Royal Commission, Law Reform
Commission, commission or committee of inquiry, or a similar
body, that was laid before the Legislature or a House of the
Legislature of this jurisdiction before the provision concerned
was enacted; and
(c) a relevant report of a committee of the Legislature or a House
of the Legislature of this jurisdiction that was made before the
provision concerned was enacted; and
(d) a treaty or other international agreement that is referred to in
this Law; and
(e) an explanatory note or memorandum relating to the Bill that
contained the provision concerned, or any relevant document,
Co-operatives (National Uniform Legislation) Act 2015 380
that was laid before, or given to the members of, the
Legislature or a House of the Legislature of this jurisdiction by
the member introducing or bringing in the Bill before the
provision was enacted; and
(f) the speech made to the Legislature or a House of the
Legislature of this jurisdiction by the member in moving a
motion that the Bill be read a second time; and
(g) material in the votes and proceedings or other official records
of the Legislature or a House of the Legislature of this
jurisdiction of the proceedings of or debates in the Legislature
or House; and
(h) a document that is declared by this Law to be a relevant
document for the purposes of this clause.
ordinary meaning means the ordinary meaning conveyed by a
provision having regard to its context in this Law and to the purpose
(2) Subject to subclause (3), in the interpretation of a provision of this
Law consideration may be given to extrinsic material capable of
assisting in the interpretation:
(a) if the provision is ambiguous or obscure – to provide an
interpretation of it; or
(b) if the ordinary meaning of the provision leads to a result that is
manifestly absurd or is unreasonable – to provide an
interpretation that avoids such a result; or
(c) in any other case – to confirm the interpretation conveyed by
the ordinary meaning of the provision.
(3) In determining whether consideration should be given to extrinsic
material, and in determining the weight to be given to extrinsic
material, regard is to be had to:
(a) the desirability of a provision being interpreted as having its
ordinary meaning; and
(b) the undesirability of prolonging proceedings without
compensating advantage; and
(c) other relevant matters.
Co-operatives (National Uniform Legislation) Act 2015 381
9 Effect of change of drafting practice
If:
(a) a provision of this Law expresses an idea in particular words;
and
(b) a provision enacted later appears to express the same idea in
different words for the purpose of implementing a different
legislative drafting practice, including, for example:
(i) the use of a clearer or simpler style; or
(ii) the use of gender-neutral language;
the ideas must not be taken to be different merely because different
words are used.
10 Use of examples
If this Law includes an example of the operation of a provision:
(a) the example is not exhaustive; and
(b) the example does not limit, but may extend, the meaning of
the provision; and
(c) the example and the provision are to be read in the context of
each other and the other provisions of this Law, but, if the
example and the provision so read are inconsistent, the
provision prevails.
11 Compliance with forms
(1) If a form is prescribed or approved by or for the purpose of this
Law, strict compliance with the form is not necessary and
substantial compliance is sufficient.
(2) If a form prescribed or approved by or for the purpose of this Law
requires:
(a) the form to be completed in a specified way; or
(b) specified information or documents to be included in, attached
to or given with the form; or
(c) the form, or information or documents included in, attached to
or given with the form, to be verified in a specified way;
the form is not properly completed unless the requirement is
Co-operatives (National Uniform Legislation) Act 2015 382
Part 3 Terms and references
12 Definitions
(1) In this Law:
Act means an Act of the Legislature of this jurisdiction.
adult means an individual who is of or above the age of 18 years.
affidavit, in relation to a person allowed by law to affirm, declare or
promise, includes affirmation, declaration and promise.
amend includes:
(a) omit or substitute; or
(b) alter or vary; or
(c) amend by implication.
appoint includes reappoint.
Australia means the Commonwealth of Australia but, when used in
a geographical sense, does not include an external Territory.
business day means a day that is not:
(a) a Saturday or Sunday; or
(b) a public holiday, special holiday or bank holiday in the place in
which any relevant act is to be or may be done.
calendar month means a period starting at the beginning of any
day of 1 of the 12 named months and ending:
(a) immediately before the beginning of the corresponding day of
the next named month; or
(b) if there is no such corresponding day – at the end of the next
named month.
calendar year means a period of 12 months beginning
on 1 January.
commencement, in relation to this Law or an Act or a provision of
this Law or an Act, means the time at which this Law, the Act or
provision comes into operation.
Co-operatives (National Uniform Legislation) Act 2015 383
Commonwealth means the Commonwealth of Australia but, when
used in a geographical sense, does not include an external
Territory.
confer, in relation to a duty, includes impose.
contravene includes fail to comply with.
country includes:
(a) a federation; or
(b) a state, province or other part of a federation.
date of assent, in relation to an Act, means the day on which the
Act receives the Royal Assent.
definition means a provision of this Law (however expressed) that:
(a) gives a meaning to a word or expression; or
(b) limits or extends the meaning of a word or expression.
document means any record of information, and includes:
(a) any paper or other material on which there is writing; or
(b) any paper or other material on which there are marks, figures,
symbols or perforations having a meaning for a person
qualified to interpret them; or
(c) any computer, disc, tape or other article or any material from
which sounds, images, writings or messages are capable of
being reproduced (with or without the aid of another article or
device); or
(d) a map, plan, drawing or photograph.
electronic communication means:
(a) a communication of information in the form of data, text or
images by means of guided or unguided electromagnetic
energy, or both; or
(b) a communication of information in the form of sound by means
of guided or unguided electromagnetic energy, or both, where
the sound is processed at its destination by an automated
voice recognition system.
estate includes easement, security interest, right, title, claim,
demand or encumbrance, whether at law or in equity.
Co-operatives (National Uniform Legislation) Act 2015 384
exercise a function includes perform a function.
expire includes lapse or otherwise cease to have effect.
external Territory means a Territory, other than an internal
Territory, for the government of which as a Territory provision is
made by a Commonwealth Act.
fail includes refuse.
financial year means a period of 12 months beginning on 1 July.
foreign country means a country (whether or not an independent
sovereign State) outside Australia and the external Territories.
function includes a power, authority or duty.
Gazette means the Government Gazette of this jurisdiction.
Gazette notice means a notice published in the Gazette.
gazetted means published in the Gazette.
Government Printer means the Government Printer of a
jurisdiction, and includes any other person authorised by the
Government of a jurisdiction to print an Act or instrument.
House of a Legislature includes, in the case of a Territory, the
Legislative Assembly of that Territory.
individual means a natural person.
information system means a system for generating, sending,
receiving, storing or otherwise processing electronic
communications.
insert, in relation to a provision of this Law, includes substitute.
instrument includes a statutory instrument.
interest, in relation to land or other property, means:
(a) a legal or equitable estate in the land or other property; or
(b) right, power or privilege over, or in relation to, the land or other
property.
internal Territory means the Australian Capital Territory, the Jervis
Bay Territory or the Northern Territory.
Co-operatives (National Uniform Legislation) Act 2015 385
Jervis Bay Territory means the Territory referred to in the Jervis
Bay Territory Acceptance Act 1915 of the Commonwealth.
make includes issue or grant.
minor means an individual who is under the age of 18 years.
modification includes addition, omission or substitution.
month means a calendar month.
named month means 1 of the 12 months of the year.
Northern Territory means the Northern Territory of Australia.
number means:
(a) a number expressed in figures or words; or
(b) a letter; or
(c) a combination of a number so expressed and a letter.
oath, in relation to a person allowed by law to affirm, declare or
promise, includes affirmation, declaration or promise.
office includes position.
omit, in relation to a provision of this Law or an Act, includes
repeal.
party includes an individual or a body politic or corporate.
penalty includes forfeiture or punishment.
person includes an individual or a body politic or corporate.
power includes authority.
prescribed means prescribed by, or by regulations made or in
force for the purposes of or under, this Law.
printed includes typewritten, lithographed or reproduced by any
mechanical means.
proceedings means legal or other action or proceedings.
property means any legal or equitable estate or interest (whether
present or future, vested or contingent, or tangible or intangible) in
real or personal property of any description (including money), and
includes things in action.
Co-operatives (National Uniform Legislation) Act 2015 386
provision, in relation to this Law or an Act, means words or other
matter that form or forms part of this Law or the Act, and includes:
(a) a Chapter, Part, Division, Subdivision, section, subsection,
paragraph, subparagraph, sub-subparagraph or Schedule of
or to this Law or the Act; or
(b) a clause, subclause, section, subsection, item, column, table
or form of or in a Schedule to this Law or the Act; or
(c) the long title and any preamble to the Act.
record includes information stored or recorded by means of a
computer.
repeal includes:
(a) revoke or rescind; or
(b) repeal by implication; or
(c) abrogate or limit the effect of this Law or the instrument
concerned; or
(d) exclude from, or include in, the application of this Law or the
instrument concerned any person, subject matter or
circumstance.
sign includes the affixing of a seal or the making of a mark.
statutory declaration means a declaration made under an Act, or
under a Commonwealth Act or an Act of another jurisdiction, that
authorises a declaration to be made otherwise than in the course of
judicial proceedings.
statutory instrument means an instrument (including a regulation)
made or in force under or for the purposes of this Law, and includes
an instrument made or in force under any such instrument.
swear, in relation to a person allowed by law to affirm, declare or
promise, includes affirm, declare or promise.
word includes any symbol, figure or drawing.
writing includes any mode of representing or reproducing words in
a visible form.
year, without specifying the type of year, means calendar year.
Co-operatives (National Uniform Legislation) Act 2015 387
(2) In a statutory instrument:
the Law means this Law.
13 Provisions relating to defined terms and gender and number
(1) If this Law defines a word or expression, other parts of speech and
grammatical forms of the word or expression have corresponding
meanings.
(2) Definitions in or applicable to this Law apply except so far as the
context or subject matter otherwise indicates or requires.
(3) In this Law, words indicating a gender include each other gender.
(4) In this Law:
(a) words in the singular include the plural; and
(b) words in the plural include the singular.
14 Meaning of may and must etc.
(1) In this Law, the word "may", or a similar word or expression, used in
relation to a power indicates that the power may be exercised or not
exercised, at discretion.
(2) In this Law, the word "must", or a similar word or expression, used
in relation to a power indicates that the power is required to be
exercised.
(3) This clause has effect despite any rule of construction to the
contrary.
15 Words and expressions used in statutory instruments
(1) Words and expressions used in a statutory instrument have the
same meanings as they have, from time to time, in this Law or
relevant provisions of this Law, under or for the purposes of which
the instrument is made or in force.
(2) This clause has effect in relation to an instrument except so far as
the contrary intention appears in the instrument.
Co-operatives (National Uniform Legislation) Act 2015 388
16 Effect of express references to bodies corporate and
individuals
In this Law, a reference to a person generally (whether the
expression "person", "party", "someone", "anyone", "no-one", "one",
"another" or "whoever" or another expression is used):
(a) does not exclude a reference to a body corporate or an
individual merely because elsewhere in this Law there is
particular reference to a body corporate (however expressed);
and
(b) does not exclude a reference to an individual or a body
corporate merely because elsewhere in this Law there is
particular reference to an individual (however expressed).
17 Production of records kept in computers etc.
If a person who keeps a record of information by means of a
mechanical, electronic or other device is required by or under this
Law:
(a) to produce the information or a document containing the
information to a court, tribunal or person; or
(b) to make a document containing the information available for
inspection by a court, tribunal or person;
then, unless the court, tribunal or person otherwise directs:
(c) the requirement obliges the person to produce or make
available for inspection, as the case may be, a document that
reproduces the information in a form capable of being
understood by the court, tribunal or person; and
(d) the production to the court, tribunal or person of the document
in that form complies with the requirement.
18 References to this jurisdiction to be implied
(a) a reference to an officer, office or statutory body is a reference
to such an officer, office or statutory body in and for this
jurisdiction; and
(b) a reference to a locality or other matter or thing is a reference
to such a locality or other matter or thing in and of this
Co-operatives (National Uniform Legislation) Act 2015 389
19 References to officers and holders of offices
In this Law, a reference to a particular officer, or to the holder of a
particular office, includes a reference to the person for the time
being occupying or acting in the office concerned.
20 Reference to certain provisions of Law
(1) If a provision of this Law refers:
(a) to a Chapter, Part, section or Schedule by a number and
without reference to this Law – the reference is a reference to
the Chapter, Part, section or Schedule, designated by the
number, of or to this Law; or
(b) to a Schedule without reference to it by a number and without
reference to this Law – the reference, if there is only one
Schedule to this Law, is a reference to the Schedule; or
(c) to a Division, Subdivision, subsection, paragraph,
subparagraph, sub-subparagraph, clause, subclause, item,
column, table or form by a number and without reference to
this Law – the reference is a reference to:
(i) the Division, designated by the number, of the Part in
which the reference occurs; and
(ii) the Subdivision, designated by the number, of the
Division in which the reference occurs; and
(iii) the subsection, designated by the number, of the section
in which the reference occurs; and
(iv) the paragraph, designated by the number, of the section,
subsection, Schedule or other provision in which the
reference occurs; and
(v) the paragraph, designated by the number, of the clause,
subclause, item, column, table or form of or in the
Schedule in which the reference occurs; and
(vi) the subparagraph, designated by the number, of the
paragraph in which the reference occurs; and
(vii) the sub-subparagraph, designated by the number, of the
subparagraph in which the reference occurs; and
(viii) the clause, subclause, item, column, table or form,
designated by the number, of or in the Schedule in which
the reference occurs;
Co-operatives (National Uniform Legislation) Act 2015 390
as the case requires.
(2) If a provision of a Schedule to this Law refers to a section by a
number and without reference to this Law and the Schedule is
divided into sections – the reference is (despite subclause (1)(a)) a
reference to the section designated by that number of the
Schedule.
21 Reference to provisions of this Law or an Act is inclusive
In this Law, a reference to a portion of this Law or an Act includes:
(a) a reference to the Chapter, Part, Division, Subdivision,
section, subsection or other provision of this Law or the Act
referred to that forms the beginning of the portion; and
(b) a reference to the Chapter, Part, Division, Subdivision,
section, subsection or other provision of this Law or the Act
referred to that forms the end of the portion.
Note
For example, a reference to "sections 5 to 9" includes both section 5 and
section 9. It is not necessary to refer to "sections 5 to 9 (both inclusive)" to ensure
that the reference is given an inclusive interpretation.
Part 4 Functions
22 Exercise of statutory functions
(1) If this Law confers a function on a person or body, the function may
be exercised from time to time as occasion requires.
(2) If this Law confers a function on a particular officer or the holder of
a particular office, the function may be exercised by the person for
the time being occupying or acting in the office concerned.
(3) If this Law confers a function on a body (whether or not
incorporated), the exercise of the function is not affected merely
because of vacancies in the membership of the body.
23 Power to make instrument or decision includes power to
amend or repeal
If this Law authorises or requires the making of an instrument or
decision:
(a) the power includes power to amend or repeal the instrument
or decision; and
Co-operatives (National Uniform Legislation) Act 2015 391
(b) the power to amend or repeal the instrument or decision is
exercisable in the same way, and subject to the same
conditions, as the power to make the instrument or decision.
24 Matters for which statutory instruments may make provision
(1) If this Law authorises or requires the making of a statutory
instrument in relation to a matter, a statutory instrument made
under this Law may make provision for the matter by applying,
adopting or incorporating (with or without modification) the
provisions of:
(a) an Act or statutory instrument; or
(b) another document (whether of the same or a different kind);
as in force at a particular time or as in force from time to time.
(2) If a statutory instrument applies, adopts or incorporates the
provisions of a document, the statutory instrument applies, adopts
or incorporates the provisions as in force from time to time, unless
the statutory instrument otherwise expressly provides.
(3) A statutory instrument may:
(a) apply generally throughout this jurisdiction or be limited in its
application to a particular part of this jurisdiction; or
(b) apply generally to all persons, matters or things or be limited
in its application to:
(i) particular persons, matters or things; or
(ii) particular classes of persons, matters or things; or
(c) otherwise apply generally or be limited in its application by
reference to specified exceptions or factors.
(4) A statutory instrument may:
(a) apply differently according to different specified factors; or
(b) otherwise make different provision in relation to:
(i) different persons, matters or things; or
(ii) different classes of persons, matters or things.
(5) A statutory instrument may authorise a matter or thing to be from
time to time determined, applied or regulated by a specified person
or body.
Co-operatives (National Uniform Legislation) Act 2015 392
(6) If this Law authorises or requires a matter to be regulated by
statutory instrument, the power may be exercised by prohibiting by
statutory instrument the matter or any aspect of the matter.
(7) If this Law authorises or requires provision to be made with respect
to a matter by statutory instrument, a statutory instrument made
under this Law may make provision with respect to a particular
aspect of the matter despite the fact that provision is made by this
Law in relation to another aspect of the matter or in relation to
another matter.
(8) A statutory instrument may provide for the review of, or a right of
appeal against, a decision made under the statutory instrument, or
this Law, and may, for that purpose, confer jurisdiction on any court,
tribunal, person or body.
(9) A statutory instrument may require a form prescribed by or under
the statutory instrument, or information or documents included in,
attached to or given with the form, to be verified by statutory
declaration.
25 Presumption of validity and power to make statutory
instrument
(1) All conditions and preliminary steps required for the making of a
statutory instrument are presumed to have been satisfied and
performed in the absence of evidence to the contrary.
(2) A statutory instrument is taken to be made under all powers under
which it may be made, even though it purports to be made under
this Law or a particular provision of this Law.
26 Appointments may be made by name or office
(1) If this Law authorises or requires a person or body:
(a) to appoint a person to an office; or
(b) to appoint a person or body to exercise a power; or
(c) to appoint a person or body to do another thing;
the person or body may make the appointment by:
(d) appointing a person or body by name; or
(e) appointing a particular officer, or the holder of a particular
office, by reference to the title of the office concerned.
Co-operatives (National Uniform Legislation) Act 2015 393
(2) An appointment of a particular officer, or the holder of a particular
office, is taken to be the appointment of the person for the time
being occupying or acting in the office concerned.
27 Acting appointments
(1) If this Law authorises a person or body to appoint a person to act in
an office, the person or body may, in accordance with this Law,
appoint:
(a) a person by name; or
(b) a particular officer, or the holder of a particular office, by
reference to the title of the office concerned;
to act in the office.
(2) The appointment may be expressed to have effect only in the
circumstances specified in the instrument of appointment.
(3) The appointer may:
(a) determine the terms and conditions of the appointment,
including remuneration and allowances; and
(b) terminate the appointment at any time.
(4) The appointment, or the termination of the appointment, must be in,
or evidenced by, writing signed by the appointer.
(5) The appointee must not act for more than one year during a
vacancy in the office.
(6) If the appointee is acting in the office otherwise than because of a
vacancy in the office and the office becomes vacant, then, subject
to subclause (2), the appointee may continue to act until:
(a) the appointer otherwise directs; or
(b) the vacancy is filled; or
(c) the end of a year from the day of the vacancy;
whichever happens first.
(7) The appointment ceases to have effect if the appointee resigns by
writing signed and delivered to the appointer.
Co-operatives (National Uniform Legislation) Act 2015 394
(8) While the appointee is acting in the office:
(a) the appointee has all the powers and other functions of the
holder of the office; and
(b) this Law and other laws apply to the appointee as if the
appointee were the holder of the office.
(9) Anything done by or in relation to a person purporting to act in the
office is not invalid merely because:
(a) the occasion for the appointment had not arisen; or
(b) the appointment had ceased to have effect; or
(c) the occasion for the person to act had not arisen or had
ceased.
(10) If this Law authorises the appointer to appoint a person to act
during a vacancy in the office, an appointment to act in the office
may be made by the appointer whether or not an appointment has
previously been made to the office.
28 Powers of appointment imply certain incidental powers
(1) If this Law authorises or requires a person or body to appoint a
person to an office:
(a) the power may be exercised from time to time as occasion
requires; and
(b) the power includes:
(i) power to remove or suspend, at any time, a person
appointed to the office; and
(ii) power to appoint another person to act in the office if a
person appointed to the office is removed or suspended;
and
(iii) power to reinstate or reappoint a person removed or
suspended; and
(iv) power to appoint a person to act in the office if it is
vacant (whether or not the office has ever been filled);
and
Co-operatives (National Uniform Legislation) Act 2015 395
(v) power to appoint a person to act in the office if the
person appointed to the office is absent or is unable to
discharge the functions of the office (whether because of
illness or otherwise).
(2) The power to remove or suspend a person under subclause (1)(b)
may be exercised even if this Law provides that the holder of the
office to which the person was appointed is to hold office for a
specified period.
(3) The power to make an appointment under subclause (1)(b) may be
exercised from time to time as occasion requires.
(4) An appointment under subclause (1)(b) may be expressed to have
effect only in the circumstances specified in the instrument of
appointment.
29 Delegations
(1) If this Law authorises a person or body to delegate a function, the
person or body may, in accordance with this Law and any other
applicable law, delegate the function to:
(a) a person or body by name; or
(b) a specified officer, or the holder of a specified office, by
reference to the title of the office concerned.
(2) The delegation may be:
(a) general or limited; and
(b) made from time to time; and
(c) revoked, wholly or partly, by the delegator.
(3) The delegation, or a revocation of the delegation, must be in, or
evidenced by, writing signed by the delegator or, if the delegator is
a body, by a person authorised by the body for the purpose.
(4) A delegated function may be exercised only in accordance with any
conditions to which the delegation is subject.
(5) The delegate may, in the exercise of a delegated function, do
anything that is incidental to the delegated function.
(6) A delegated function that purports to have been exercised by the
delegate is taken to have been properly exercised by the delegate
unless the contrary is proved.
Co-operatives (National Uniform Legislation) Act 2015 396
(7) A delegated function that is properly exercised by the delegate is
taken to have been exercised by the delegator.
(8) If, when exercised by the delegator, a function is dependent on the
delegator's opinion, belief or state of mind, then, when exercised by
the delegate, the function is dependent on the delegate's opinion,
belief or state of mind.
(9) If:
(a) the delegator is a specified officer or the holder of a specified
office; and
(b) the person who was the specified officer or holder of the
specified office when the delegation was made ceases to be
the holder of the office;
(c) the delegation continues in force; and
(d) the person for the time being occupying or acting in the office
concerned is taken to be the delegator for the purposes of this
clause.
(10) If:
(a) the delegator is a body; and
(b) there is a change in the membership of the body;
(c) the delegation continues in force; and
(d) the body as constituted for the time being is taken to be the
delegator for the purposes of this clause.
(11) If a function is delegated to a specified officer or the holder of a
specified office:
(a) the delegation does not cease to have effect merely because
the person who was the specified officer or the holder of the
specified office when the function was delegated ceases to be
the officer or the holder of the office; and
(b) the function may be exercised by the person for the time being
occupying or acting in the office concerned.
(12) A function that has been delegated may, despite the delegation, be
exercised by the delegator.
Co-operatives (National Uniform Legislation) Act 2015 397
(13) The delegation of a function does not relieve the delegator of the
delegator's obligation to ensure that the function is properly
exercised.
(14) Subject to subclause (15), this clause applies to a subdelegation of
a function in the same way as it applies to a delegation of a
function.
(15) If this Law authorises the delegation of a function, the function may
be subdelegated only if the Law expressly authorises the function to
be subdelegated.
30 Exercise of powers between enactment and commencement
(1) If a provision of this Law (the empowering provision) that does
not commence on its enactment would, had it commenced, confer a
power:
(a) to make an appointment; or
(b) to make a statutory instrument of a legislative or administrative
character; or
(c) to do another thing;
(d) the power may be exercised; and
(e) anything may be done for the purpose of enabling the exercise
of the power or of bringing the appointment, instrument or
other thing into effect;
before the empowering provision commences.
(2) If a provision of a New South Wales Act (the empowering
provision) that does not commence on its enactment would, had it
commenced, amend a provision of this Law so that it would confer
a power:
(a) to make an appointment; or
(b) to make a statutory instrument of a legislative or administrative
character; or
(c) to do another thing;
(d) the power may be exercised; and
Co-operatives (National Uniform Legislation) Act 2015 398
(e) anything may be done for the purpose of enabling the exercise
of the power or of bringing the appointment, instrument or
other thing into effect;
before the empowering provision commences.
(3) If:
(a) this Law has commenced and confers a power to make a
statutory instrument (the basic instrument-making power); and
(b) a provision of a New South Wales Act that does not
commence on its enactment would, had it commenced,
amend this Law so as to confer additional power to make a
statutory instrument (the additional instrument-making power);
(c) the basic instrument-making power and the additional
instrument-making power may be exercised by making a
single instrument; and
(d) any provision of the instrument that required an exercise of the
additional instrument-making power is to be treated as made
under subclause (2).
(4) If an instrument, or a provision of an instrument, is made under
subclause (1) or (2) that is necessary for the purpose of:
(a) enabling the exercise of a power referred to in the subclause;
or
(b) bringing an appointment, instrument or other thing made or
done under such a power into effect;
the instrument or provision takes effect:
(c) on the making of the instrument; or
(d) on such later day (if any) on which, or at such later time
(if any) at which, the instrument or provision is expressed to
take effect.
(5) If:
(a) an appointment is made under subclause (1) or (2); or
(b) an instrument, or a provision of an instrument, made under
subclause (1) or (2) is not necessary for a purpose referred to
in subclause (4);
Co-operatives (National Uniform Legislation) Act 2015 399
the appointment, instrument or provision takes effect:
(c) on the commencement of the relevant empowering provision;
or
(d) on such later day (if any) on which, or at such later time
(if any) at which, the appointment, instrument or provision is
expressed to take effect.
(6) Anything done under subclause (1) or (2) does not confer a right, or
impose a liability, on a person before the relevant empowering
provision commences.
(7) After the enactment of a provision referred to in subclause (2) but
before the provision's commencement, this clause applies as if the
references in subclauses (2) and (5) to the commencement of the
empowering provision were references to the commencement of
the provision referred to in subclause (2) as amended by the
empowering provision.
(8) In the application of this clause to a statutory instrument, a
reference to the enactment of the instrument is a reference to the
making of the instrument.
Part 5 Distance, time and age
31 Matters relating to distance, time and age
(1) In the measurement of distance for the purposes of this Law, the
distance is to be measured along the shortest road ordinarily used
for travelling.
(2) If a period beginning on a given day, act or event is provided or
allowed for a purpose by this Law, the period is to be calculated by
excluding the day, or the day of the act or event, and:
(a) if the period is expressed to be a specified number of clear
days or at least a specified number of days – by excluding the
day on which the purpose is to be fulfilled; and
(b) in any other case – by including the day on which the purpose
is to be fulfilled.
(3) If the last day of a period provided or allowed by this Law for doing
anything is not a business day in the place in which the thing is to
be or may be done, the thing may be done on the next business
day in the place.
Co-operatives (National Uniform Legislation) Act 2015 400
(4) If the last day of a period provided or allowed by this Law for the
filing or registration of a document is a day on which the office is
closed where the filing or registration is to be or may be done, the
document may be filed or registered at the office on the next day
that the office is open.
(5) If no time is provided or allowed for doing anything, the thing is to
be done as soon as possible, and as often as the prescribed
occasion happens.
(6) If, in this Law, there is a reference to time, the reference is, in
relation to the doing of anything in a jurisdiction, a reference to the
legal time in the jurisdiction.
(7) For the purposes of this Law, a person attains an age in years at
the beginning of the person's birthday for the age.
Part 6 Effect of repeal, amendment or expiration
32 Time of Law ceasing to have effect
If a provision of this Law is expressed:
(a) to expire on a specified day; or
(b) to remain or continue in force, or otherwise have effect, until a
specified day;
the provision has effect until the last moment of the specified day.
33 Repealed Law provisions not revived
If a provision of this Law is repealed or amended by a New South
Wales Act, or a provision of a New South Wales Act, the provision
is not revived merely because the Act or the provision of the Act:
(a) is later repealed or amended; or
(b) later expires.
34 Saving of operation of repealed Law provisions
(1) The repeal, amendment or expiry of a provision of this Law does
not:
(a) revive anything not in force or existing at the time the repeal,
amendment or expiry takes effect; or
(b) affect the previous operation of the provision or anything
suffered, done or begun under the provision; or
Co-operatives (National Uniform Legislation) Act 2015 401
(c) affect a right, privilege or liability acquired, accrued or incurred
under the provision; or
(d) affect a penalty incurred in relation to an offence arising under
the provision; or
(e) affect an investigation, proceedings or remedy in relation to
such a right, privilege, liability or penalty.
(2) Any such penalty may be imposed and enforced, and any such
investigation, proceedings or remedy may be begun, continued or
enforced, as if the provision had not been repealed or amended or
had not expired.
35 Continuance of repealed provisions
If a New South Wales Act repeals some provisions of this Law and
enacts new provisions in substitution for the repealed provisions,
the repealed provisions continue in force until the new provisions
commence.
36 Law and amending Acts to be read as one
This Law and all New South Wales Acts amending this Law are to
be read as one.
Part 7 Instruments under this Law
37 Schedule applies to statutory instruments
(1) This Schedule applies to a statutory instrument, and to things that
may be done or are required to be done under a statutory
instrument, in the same way as it applies to this Law, and things
that may be done or are required to be done under this Law, except
so far as the context or subject matter otherwise indicates or
requires.
(2) The fact that a provision of this Schedule refers to this Law and not
also to a statutory instrument does not, by itself, indicate that the
provision is intended to apply only to this Law.
Part 8 Application to coastal sea