These regulations are the *Co-operatives Regulations 2010*.
2. Commencement
These regulations come into operation as follows —
(a) regulations 1 and 2 — on the day on which these regulations are published in the Gazette;
(b) the rest of the regulations — on the day on which the Co‑operatives Act 2009 section 489 comes into operation.
3. Documents that are not debentures (section 4(1))
For the purposes of the definition of debenture in section 4(1) of the Act, a document is exempt from the definition if it is —
(a) a document that —
(i) contains all or some of the conditions on which deposits are accepted by, or withdrawn from, a co‑operative; and
(ii) acknowledges the receipt of a deposit with a co‑operative; and
(iii) enables further deposits to be made adding to the balance of an existing deposit; and
(iv) enables all or part of the balance of a deposit to be withdrawn, whether at call or on the giving of a fixed period of notice; and
(v) acknowledges the amount of the withdrawal and the balance remaining;
or
(b) a document acknowledging a debt incurred by a co‑operative —
(i) in the ordinary course of carrying on so much of a business as is not, or is not part of, a business of borrowing money and providing finance; and
(ii) in relation to money that is or may be deposited with or lent to the co‑operative by a person in the ordinary course of a business carried on by the co‑operative;
or
(c) a document issued by a company that is evidence of a debt owed by the company to a co‑operative that is a holding company (within the meaning of the Corporations Act) of the company; or
(d) a document issued by a co‑operative that is evidence of a debt owed by the co‑operative to a corporation that is a subsidiary of the co‑operative.
3A. Small co‑operative (section 4(1))
(1) For the purposes of the definition of small co‑operative in section 4 of the Act, a co‑operative is a small co‑operative for a financial year if —
(a) subregulation (2) does not apply to the co‑operative for the financial year and it satisfies at least 2 of the following subparagraphs —
(i) the consolidated revenue of the co‑operative and the entities it controls (if any) is less than $8 million for the financial year;
(ii) the value of the consolidated gross assets and the entities it controls (if any) is less than $4 million at the end of the financial year;
(iii) the co‑operative and the entities it controls (if any) had fewer than 30 employees at the end of the financial year;
or
(b) it is a co‑operative declared under subregulation (5) to be a small co‑operative for the financial year (regardless of whether or not subregulation (2) would apply to the co‑operative).
(2) This subregulation applies to a co‑operative for a financial year for the purposes of this regulation, if it issues shares to more than 20 prospective members during that year and the amount raised in that year by the issue of those shares exceeds $2 million.
(3) In counting employees for the purposes of this regulation, part‑time employees are to be taken into account as an appropriate fraction of a full‑time equivalent.
(4) Consolidated revenue and the value of consolidated gross assets are to be calculated for the purposes of this regulation in accordance with accounting standards in force at the relevant time (even if the standard does not otherwise apply to the financial year of some or all of the entities concerned).
(5) On application by a co‑operative, the Registrar may, for the purposes of a financial year, declare the co‑operative to be a small co‑operative, but the Registrar may make the declaration only if satisfied that unusual and non‑recurring circumstances have occurred that warrant doing so.
(6) An application by a co‑operative to the Registrar for a declaration under subregulation (5) must be made within 5 months after the end of the financial year.
[Regulation 3A inserted: Gazette 2 Dec 2016 p. 5407‑9.]
4. Corresponding co‑operatives laws (section 5A)
Under section 5A of the Act, the following laws of other jurisdictions are declared to be corresponding co‑operatives laws for the purposes of the Act —
(a) the Co‑operatives (Adoption of National Law) Act 2012 (New South Wales);
(b) the Co‑operatives National Law Application Act 2013 (Victoria);
(c) the Co‑operatives (National Uniform Legislation) Act (Northern Territory);
(d) the Co‑operatives National Law (South Australia) Act 2013 (South Australia);
(e) the Co‑operatives National Law (Tasmania) Act 2015 (Tasmania);
(f) the Co‑operatives National Law (ACT) Act 2017 (Australian Capital Territory);
(g) the Co‑operatives National Law Act 2020 (Queensland).
[Regulation 4 inserted: Gazette 2 Dec 2016 p. 5409; amended: Gazette 4 Aug 2017 p. 4307; SL 2020/256 r. 4.]
5. Content of rules (section 98)
(1) For the purposes of section 98 of the Act, the rules of a co‑operative with share capital must state —
(a) the minimum number of shares a member of the co‑operative must hold; and
(b) the way in which the minimum number must be decided, including, for example, by reference to the use made of the co‑operative by a member.
(2) For the purposes of section 98(7) of the Act, the maximum fine a co‑operative may impose on a member under its rules is —
(a) a fine of $1 000, unless the co‑operative is one whose primary activity is comprised of one or more charitable purposes; or
(b) a fine of $500, for a co‑operative whose primary activity is comprised of one or more charitable purposes.
[Regulation 5 amended: Gazette 2 Dec 2016 p. 5410.]
6. Model rules prescribed (section 101)
The model rules set out in Schedules 1, 2 and 3 to these regulations are prescribed under section 101 of the Act.
7. Factors and considerations for determining primary activities, etc. (section 115)
(1) For the purposes of section 115(2)(c) of the Act, a relevant factor and consideration is that the co‑operative actually carries on its primary activities or is likely to do so within 2 years of its formation.
(2) For the purposes of section 115(3) of the Act, an activity makes a significant contribution to the business of a co‑operative —
(a) if it contributes at least —
(i) 10% of the co‑operative’s turnover; or
(ii) 10% of the co‑operative’s income; or
(iii) 10% of the co‑operative’s expenses; or
(iv) 10% of the co‑operative’s surplus;
or
(b) if, in the Registrar’s opinion, failure by the co‑operative to conduct the activity would reduce the business conducted by the co‑operative by more than 10%.
[Regulation 7 amended: Gazette 2 Dec 2016 p. 5410.]
8. Particulars for register of cancelled memberships (section 130)
(1) For the purposes of section 130 of the Act, the particulars for the register of cancelled memberships are those set out in Schedule 4, clause 5 to these regulations.
(2) The particulars relating to a person need to be kept in the register for the period during which the rights referred to in that clause subsist in respect of the person.
[Regulation 8 amended: Gazette 2 Dec 2016 p. 5410.]
9. Who is qualified to give certificate of value of assets (section 149)
(1) For the purposes of section 149(c) of the Act, the prescribed qualifications for the person giving the certificate of value are that the person —
(a) must be independent of the co‑operative; and
(b) must also have the necessary qualifications referred to in subregulation (2) or (3) as relevant.
(2) To the extent the assets consist of real property, the person has the necessary qualifications if —
(a) in any case — the person is licensed or otherwise authorised by the law of any jurisdiction to carry on the business of valuing assets consisting of or including assets of the kind that were revalued; or
(b) without limiting paragraph (a) — where the law of the jurisdiction in which the real property is situated does not provide a system for licensing or otherwise authorising persons to value assets, the person carries on the business of valuing assets of that kind in that jurisdiction.
(3) To the extent the assets consist of assets other than real property, the person has the necessary qualifications if the person carries on the business in any jurisdiction of valuing assets consisting of or including assets of the kind that were revalued.
[Regulation 9 inserted: Gazette 2 Dec 2016 p. 5411.]
9A. Postal ballots (section 185)
(1) For the purposes of section 185(1) of the Act, a postal ballot held as provided by the rules of a co‑operative must be conducted in the following way —
(a) the postal ballot must be secure and must provide for the appointment of a returning officer who does not have a material personal interest in the outcome of the ballot (other than an interest arising as a member generally);
(b) the ballot papers must be provided to members at least 21 days prior to the closing date of the ballot, to allow members to consider, record and return their vote;
(c) if electronic facilities for the postal ballot are to be used —
(i) members who have limited or no access to electronic facilities are not to be prejudiced in their ability to be advised of the postal ballot and to consider, record and return their vote; and
(ii) facilities must be reasonably available for members to be advised of the postal ballot, and to consider, record and return their vote, otherwise than by the use of electronic facilities;
(d) if the postal ballot is required to be a secret ballot, it must be conducted so that the vote of each member can be counted without identifying the member.
(2) Provided the requirements of subregulation (1) are met, a postal ballot is to be conducted in accordance with the rules of the co‑operative.
[Regulation 9A inserted: Gazette 2 Dec 2016 p. 5412.]
10. Disqualified persons (section 206C)
(1) For the purposes of section 206C(3) of the Act, the Registrar for the jurisdiction against a law of which a person has been convicted of an offence, is an authority who may give a certificate about the person’s conviction of the offence.
(2) For the purposes of section 206C(4) of the Act, each of the following is an authority who may give a certificate about a person’s release from prison —
(a) for a person imprisoned in Victoria — the governor of the prison in Victoria that had legal custody of the person on the person’s release;
(b) for a person imprisoned in New South Wales — the Corrective Services Commission of New South Wales;
(c) for a person imprisoned in Queensland — the manager of the prison in Queensland that had legal custody of the person on the person’s release;
(d) for a person imprisoned in Western Australia — the Commissioner of Corrective Services in Western Australia;
(e) for a person imprisoned in South Australia — the chief executive of the Department for Correctional Services of South Australia;
(f) for a person imprisoned in Tasmania — the director of Corrective Services in Tasmania;
(g) for a person imprisoned in the Australian Capital Territory — the chief executive responsible for the Corrections Management Act 2007 (Australian Capital Territory);
(h) for a person imprisoned in the Northern Territory — the director of Correctional Services of the Northern Territory.
[Regulation 10 amended: Gazette 2 Dec 2016 p. 5413.]
11. Secretary to ensure these provisions are not contravened (section 207A)
For the purposes of section 207A of the Act, the following provisions of the Act are prescribed as being those that the secretary of a co‑operative must take all reasonable steps to ensure that the co‑operative does not contravene —
(a) section 231(3) (location of registers);
(b) section 234 (notice of appointment etc. of directors and officers);
(c) section 240(2) (name to appear on business documents etc.);
(d) section 243(2) (registered office of co‑operative ‑ requirement to display notice);
(e) section 243(3) (registered office of co‑operative ‑ requirement to notify new address);
(f) section 244C(1) (obligation to keep financial records);
(g) section 244ZB(1) (lodgment of annual returns with the Registrar);
(h) section 244ZC(1) (lodgment of financial reports etc. with the Registrar);
(i) section 244ZD(1) (lodgment of half‑yearly reports with the Registrar);
(j) section 244ZF(1) (re‑lodgment if financial report or director’s report is amended ‑ requirement to re‑lodge);
(k) section 244ZF(2) (re‑lodgment if financial report or director’s report is amended ‑ requirement to notify members);
(l) section 244ZP (Registrar to be notified of appointment of auditor).
[Regulation 11 inserted: Gazette 2 Dec 2016 p. 5413‑14.]
[12. Deleted: Gazette 2 Dec 2016 p. 5413.]
13. Particulars in registers to be kept by co‑operatives (section 230)
(1) The registers must contain the particulars in Schedule 4 to these regulations in written or electronic form.
(2) A register may include —
(a) any document in the English language in which the required particulars are recorded; and
(b) any disk, tape, soundtrack or other device on which the required particulars are recorded, so long as they are capable (with or without the aid of some other equipment) of being reproduced in a document in the English language.
[Regulation 13 amended: Gazette 2 Dec 2016 p. 5414‑15.]
14. Inspection of registers etc. (section 232)
(1) For the purposes of section 232(1) of the Act, the following registers of a co‑operative are registers that are available for inspection —
(a) the register of loans made by or guaranteed by the co‑operative, and of securities taken by the co‑operative;
(b) the register stating particulars of persons whose membership has been cancelled.
(2) For the purposes of section 232(5) of the Act, the fee required by the rules of a co‑operative for a copy of an entry in a register must not be more than the fee chargeable under these regulations for a copy of the same or a corresponding item by the Registrar.
[Regulation 14 inserted: Gazette 2 Dec 2016 p. 5415.]
15. Notice of appointment etc. of directors and officers (section 234)
For the purposes of section 234(2)(c) of the Act, the particulars to be included in a notice of appointment or cessation of appointment of a director, chief executive officer or secretary are —
(a) the name of the co‑operative or subsidiary; and
(b) the name and position of the person giving the notice; and
(c) for a person appointed —
(i) the person’s full name; and
(ii) any former names; and
(iii) the person’s residential address, including suburb or city, State and postcode, and country (if not Australia); and
(iv) date and place of birth; and
(v) office held and date appointed;
and
(d) for a person ceasing to hold office —
(i) the person’s full name; and
(ii) the person’s date and place of birth; and
(iii) the office the person held and date ceased.
[16. Deleted: Gazette 2 Dec 2016 p. 5415.]
17. Unsuitable names (section 238)
For the purposes of section 238(8) of the Act, a name is an unsuitable name if it contains anything included in Schedule 6 to these regulations.
17A. Use of name by exempted entities (sections 238 and 242)
(1) Under section 238(9) of the Act, a corporation that is formed or incorporated under an Act of another State or Territory, or under a Commonwealth Act, that is allowed under that Act to use a name that includes the word “Co‑operative” or “Cooperative” or the abbreviation “Co‑op” is exempt from section 238(7) of the Act.
(2) Under sections 238(9) and 242(2) of the Act, the Registrar may exempt, in writing, from the provisions of section 238(7) or 242(1), a person or corporation, other than a co‑operative, that wishes to trade or carry on a business, under a name or title containing the word “Co‑operative” or “Cooperative” or the abbreviation “Co‑op” or words importing a similar meaning.
(3) An exemption under subregulation (2) may be given with or without conditions.
[Regulation 17A inserted: Gazette 2 Dec 2016 p. 5416.]
18. Advertising a change of name of a co‑operative (section 241)
For the purposes of section 241(2) of the Act, the way a change of name of a co‑operative must be advertised is for the co‑operative, within 28 days after the Registrar registers the change of name, to advertise the change of name in at least one newspaper circulating in the locality or localities in which the co‑operative carries on business.
18A. Small co‑operative: reports where no members’ direction (section 244H)
(1) For the purposes of section 244H(3)(a) of the Act, the requirements regarding the preparation and provision of reports to members of a small co‑operative that is not the subject of a direction under either section 244I or 244J are as set out in this regulation.
(2) The small co‑operative must prepare a report containing the following financial statements for a financial year —
(a) an income and expenditure statement that sets out the appropriately classified individual sources of income and individual expenses incurred in the operation of the co‑operative and the assets and liabilities of the co‑operative;
(b) a balance sheet (including appropriately classified individual assets and liabilities of the co‑operative);
(c) a statement of changes in equity;
(d) a cash flow statement.
(3) The small co‑operative need not include in the report a cash flow statement (as referred to in subregulation (2)(d)), if —
(a) the consolidated revenue of the small co‑operative and the entities it controls (if any) is less than $750 000; and
(b) the value of the consolidated gross assets and the entities it controls (if any) is less than $250 000.
(4) The small co‑operative is to ensure that the financial statements referred to in subregulation (2) —
(a) include comparative figures for the previous financial year; and
(b) include a statement of significant accounting policies; and
(c) present a true and fair view of the co‑operative’s financial position, performance and cash flows.
[Regulation 18A inserted: Gazette 2 Dec 2016 p. 5416‑18.]
18B. Small co‑operative: reports where members require audit or review (section 244I)
For the purposes of section 244I of the Act, the requirements in accordance with which a small co‑operative is to comply under section 244I(6)(b) of the Act if so directed by members are the standards for an audit or review as set by the Australian Auditing and Assurance Standards Board.
[Regulation 18B inserted: Gazette 2 Dec 2016 p. 5418.]
18C. Contents of annual financial report: disclosures required by notes to consolidated financial statements (section 244K)
(1) In this regulation —
parent entity means a co‑operative that is required by the accounting standards to prepare financial statements in relation to a consolidated entity.
(2) For the purposes of section 244K(3)(a) of the Act, if section 244K(2)(b) applies to a parent entity, the following disclosures are required in the notes to the financial statements of the consolidated entity —
(a) current assets of the parent entity;
(b) total assets of the parent entity;
(c) current liabilities of the parent entity;
(d) total liabilities of the parent entity;
(e) members’ equity in the parent entity separately showing issued capital and each reserve;
(f) profit or loss of the parent entity;
(g) total comprehensive income of the parent entity;
(h) details of any guarantees entered into by the parent entity in relation to the debts of its subsidiaries;
(i) details of any contingent liabilities of the parent entity;
(j) details of any contractual commitments by the parent entity for the acquisition of property, plant or equipment;
(k) comparative information for the previous period for each of paragraphs (a) to (j).
(3) The disclosures in subregulation (2) must be calculated in accordance with accounting standards in force in the financial year to which the disclosure relates.
[Regulation 18C inserted: Gazette 2 Dec 2016 p. 5418‑19.]
18D. Small co‑operative: annual reports for members (section 244V)
For the purposes of section 244V(2) of the Act, a small co‑operative must provide to members financial reports for a financial year containing the financial statements prescribed by regulation 18A for the purposes of section 244H of the Act.
[Regulation 18D inserted: Gazette 2 Dec 2016 p. 5419.]
18E. Annual return to Registrar (section 244ZB)
(1) For the purposes of section 244ZB(2) of the Act, the contents of the annual return lodged with the Registrar are as follows —
(a) the name of the co‑operative;
(b) the street address of each of the following places of the co‑operative —
(i) registered office;
(ii) principal place of business;
(c) the name, address and position of the person sending the annual report to the Registrar;
(d) the date of the report;
(e) the number, and the corresponding full‑time equivalent number, of persons employed by the co‑operative at the end of the financial year;
(f) the number of members in the co‑operative at the end of the financial year;
(g) the directors and secretary at the date of the return;
(h) the gross consolidated revenue of the co‑operative for the financial year covered by the report;
(i) the date of the annual general meeting.
(2) In addition to the contents prescribed in subregulation (1), the following contents are prescribed for an annual return lodged by a small co‑operative —
(a) a statement that the board has resolved that it is satisfied that it is a small co‑operative for the financial year;
(b) a statement certifying whether there have been any directions by the members to prepare additional financial reports under section 244I of the Act and, if so, setting out the terms of the directions;
(c) a statement that the board has resolved that it is satisfied that the co‑operative is solvent and the date of the resolution;
(d) a statement as to whether the co‑operative had any securities on issue to non‑members during the financial year.
[Regulation 18E inserted: Gazette 2 Dec 2016 p. 5419‑20.]
18F. Synchronising financial years of co‑operative and controlled entities (section 244ZH)
(1) The purpose of this regulation is to provide for the adoption by a co‑operative of the same financial year for each entity that the co‑operative controls, as contemplated by section 244ZH(5) of the Act.
(2) A co‑operative that has to prepare consolidated financial statements must do whatever is necessary to ensure that the financial years of the consolidated entities are synchronised with its own financial years.
(3) The co‑operative must achieve this synchronisation by the end of 12 months after the situation that calls for consolidation arises.
(4) To facilitate this synchronisation, the financial year for a controlled entity may be extended or shortened, but the extended financial year cannot be longer than 18 months.
[Regulation 18F inserted: Gazette 2 Dec 2016 p. 5421.]
19. Requirements and restrictions on deposit taking co‑operatives obtaining financial accommodation (section 245)
(1) A deposit taking co‑operative must not obtain financial accommodation by accepting deposits of money from persons other than its members and employees.
Penalty: a fine of $2 000.
(2) Subregulation (1) does not prevent a person, whose money was deposited with a transferred co‑operative immediately before that co‑operative became registered under this Act, continuing to deposit money with the co‑operative.
20. Compulsory loan by member to co‑operative (section 255)
For the purposes of section 255(2) of the Act, the maximum term of a proposal by a co‑operative requiring its members to lend money to the co‑operative is 10 years.
[21. Deleted: Gazette 2 Dec 2016 p. 5421.]
22. Inspection of register of charges (section 267)
For the purposes of section 267 of the Act and Schedule 3 clause 41(4)(b) to the Act, the maximum amount payable for each inspection of a co‑operative’s register of charges is $10.00.
23. Copies of register of charges (section 267)
For the purposes of section 267 of the Act and Schedule 3 clause 41(6)(a) to the Act, the maximum amount payable for a copy of the register of charges or a part of the register is $1.00 per page, up to a maximum of $20.00.
24. Limited dividend (section 271)
Under section 271(1) of the Act, the amount prescribed for the purpose of the definition of limited dividend (as a percentage of the nominal value of the shares held by a member) is calculated by taking a starting figure of 10% and adding to that the maximum percentage rate payable on a Commonwealth Bank of Australia (ABN 48 123 123 124) 5 year term deposit of $100 000 offered during the relevant financial year.
24A. Distribution of surplus or reserves to members: minimum rate of interest for loan when rebate paid as loan to co‑operative (section 271)
(1) This regulation prescribes the rate of interest for a loan to a co‑operative repayable at call, which is the minimum rate of interest the loan must bear.
(2) For the purposes of section 271(5) of the Act, the prescribed rate of interest for a loan to a co‑operative repayable at call is the cash rate published by the Reserve Bank of Australia and having effect at the commencement of the loan period.
[Regulation 24A inserted: Gazette 2 Dec 2016 p. 5421‑2.]
25. Acquisition and disposal of assets that require special postal ballots (section 273)
(1) For the purposes of section 273(2)(a)(ii) of the Act, the prescribed percentage is 50%.
(2) For the purposes of section 273(2)(b) of the Act, the prescribed percentage is 5%.
(3) For the purposes of section 273(2)(c) of the Act, the prescribed percentage is 50%.
26. Particulars in notice of change of voting interest (section 275)
(1) Under section 277 of the Act, the particulars in subregulation (2) must be included in a notice, given under section 275 of the Act, of —
(a) acquisition of a relevant interest in the right to vote of a member of a co‑operative; or
(b) a change in the relevant interest in the right to vote of a member of a co‑operative.
(2) The particulars are as follows —
(a) the name of the co‑operative to which the notice is given;
(c) the date the person acquired or ceased to have the relevant interest;
(d) the name of the member whose right to vote was affected;
(e) the nature of the relevant interest, including the nature of any change in the relevant interest;
(f) the date of giving notice.
27. Particulars in notice of substantial share interest (section 276(1))
Under section 277 of the Act, the particulars to be included in a notice, given under section 276(1) of the Act, that a person has a substantial share interest are as follows —
(a) the name of the co‑operative to which the notice is given;
(b) the name and address of the person giving notice;
(c) the date the relevant interest was acquired;
(d) in relation to each holder of the relevant interest —
(i) the name and address of the holder; and
(ii) the number and description of the shares in which the interest is held; and
(iii) the name and address of each person registered as the holder of the shares in which the interest is held; and
(iv) the name and address of each person entitled to be registered as the holder of the shares in which the interest is held; and
(v) the date of each acquisition of a relevant interest in the previous year and the number of shares acquired at that date (if any); and
(vi) the valuable consideration for each acquisition in the previous year, including the nature of consideration that did not consist of money; and
(vii) the total number of shares in which the holder has a substantial interest;
(e) particulars of any contract, scheme, arrangement or other circumstance because of which the holder of the relevant interest acquired the relevant interest (but not interests acquired more than a year earlier) if the holder has, for the year immediately before the date of the notice, been the registered shareholder of those shares;
(f) particulars of the nature of the relevant interest;
(g) particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers of the relevant shares;
(h) particulars of any additional benefit (other than valuable consideration mentioned in paragraph (d)(vi)) anyone from whom a relevant interest was acquired has or may become entitled to receive, whether or not on a contingency happening, in relation to the acquisition;
(i) the date the notice is given.
28. Particulars in notice of change in substantial share interest (section 276(2))
Under section 277 of the Act, the particulars to be included in a notice, given under section 276(2) of the Act, of a substantial change in a substantial share interest are as follows —
(a) the name of the co‑operative to which notice is being given;
(c) the following particulars applicable before the change —
(i) the name and address of the holder of the relevant interest;
(ii) the number and description of the shares in which the relevant interest was held;
(iii) the name and address of the person registered as the holder of the shares;
(iv) the name and address of the person entitled to become registered as the holder of the shares;
(v) the total number of shares in which the holder of the relevant interest held the relevant interest;
(d) the following particulars relating to the change —
(i) the date of the change;
(ii) particulars of the valuable consideration given in relation to the change, including the nature of consideration that did not consist of money;
(iii) particulars of any contract, scheme, arrangement or other circumstance because of which the change happened;
(iv) particulars of any qualification of the power of a person to exercise, control the exercise of, or influence, voting powers in the shares in relation to which the change in the relevant interest happened is held;
(v) particulars of any additional benefit a person has or may become entitled to receive, whether on the happening of a contingency or not, because of a change in the relevant interest;
(e) the following particulars applicable after the change —
(i) the name and address of the holder of the relevant interest;
(ii) the number and description of the shares in which the relevant interest is held;
(iii) the name and address of the person entitled to be registered as the holder of the shares;
(f) the date the notice is given.
29. Particulars in notice of cessation of substantial share interest (section 276(3))
Under section 277 of the Act, the particulars to be included in a notice, given under section 276(3) of the Act, of cessation of a substantial share interest in a co‑operative are as follows —
(a) the name of the co‑operative to which notice is given;
(c) the full name and address of the person ceasing to have the substantial share interest;
(d) the date the person ceased to have the substantial share interest;
(e) particulars of any agreement or other circumstance because of which the person ceased to hold the substantial share interest;
(f) in relation to each change in a substantial share interest of the person since the person was last required to give notice of a change in a substantial share interest to the co‑operative —
(i) the date of the change; and
(ii) the nature of the change; and
(iii) the consideration given in relation to the change; and
(iv) the class and number of shares affected by the change;
(g) the date the notice is given.
30. Maximum fee for inspection of notifiable interests register (section 284)
For the purposes of section 284(3)(b) of the Act, the maximum fee a co‑operative may charge for inspection of the register of notifiable interests is $10.00.
30A. Requirements to be satisfied before offer can be made (section 290)
For the purposes of section 290(2) of the Act, an offer referred to in section 289(1)(e) of the Act can be made even if it has not been approved as referred to in section 290(1) of the Act if —
(a) the offer is made in circumstances where it is part of a scheme of arrangement referred to in section 338(1)(a) of the Act; or
(b) the offer is made in circumstances where —
(i) it is part of the normal course of a co‑operative’s activities in admitting new members or in dealing with membership changes while the co‑operative is a going concern; and
(ii) the offeror’s shareholding interest exceeds or would exceed 5% of the nominal value of the co‑operative’s issued share capital for less than 6 months; and
(iii) the Registrar has, on the application of the co‑operative, exempted the co‑operative under section 296 of the Act from compliance with section 290(1) of the Act in relation to the offer.
[Regulation 30A inserted: Gazette 2 Dec 2016 p. 5422‑3.]
31. Application for transfer — prescribed law (section 305)
For the purposes of section 305(1)(c) of the Act, the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (Commonwealth) is a law under which a co‑operative may, if approved, become registered or incorporated.
32. Security to be given by liquidator (section 314)
For the purposes of section 314(6) of the Act, the security a liquidator must give is $50 000 in the form of —
(a) cash; or
(b) a cheque drawn on or that permits or enables payment to be made by a financial institution; or
(c) a certificate of deposit issued by a financial institution; or
(d) a debenture or security guaranteed by the Commonwealth or a State; or
(e) a surety issued by a financial institution or a body corporate authorised to carry on insurance business under the Insurance Act 1973 (Commonwealth).
[33. Deleted: Gazette 2 Dec 2016 p. 5423.]
34. Information to be set out in an explanatory statement (section 349)
For the purposes of section 349(3)(b)(i) of the Act, the information that must be in an explanatory statement is the information in Schedule 7 to these regulations.
35. Manner of giving notice to dissenting shareholder (section 355)
For the purposes of section 355(1) of the Act, a compulsory acquisition notice must be given in Form 1 in Schedule 7A.
Penalty: a fine of $1 000.
[Regulation 35 amended: Gazette 2 Dec 2016 p. 5423.]
36. Manner of giving notice to remaining shareholders (section 357)
For the purposes of section 357(1)(a) of the Act, a notice to a remaining shareholder must be given in Form 2 in Schedule 7A.
Penalty: a fine of $1 000.
[Regulation 36 amended: Gazette 2 Dec 2016 p. 5423.]
37. Restrictions on advertising and publicity: shares (section 380C)
(1) The purpose of this regulation is to specify requirements, as contemplated by section 380C(1)(b) of the Act, that are to be complied with in connection with —
(a) an advertisement for; or
(b) the publication of a statement that directly or indirectly refers to,
an offer, or intended offer, of shares in a participating co‑operative that is a distributing co‑operative within the meaning of the relevant corresponding co‑operatives law of another jurisdiction.
(2) For the purposes of section 380C of the Act, the requirements are that, if the advertisement or statement is intended or likely to attract new members from a participating jurisdiction, the advertisement or statement must be accompanied by information about —
(a) any application to ASIC for relief under section 741 of the Corporations Act; or
(b) any intention to lodge the advertisement or statement under Chapter 6D of the Corporations Act.
[Regulation 37 inserted: Gazette 2 Dec 2016 p. 5423‑4.]
38. Restrictions on advertising and publicity: debentures or CCUs (section 380D)
(1) The purpose of this regulation is to specify requirements, as contemplated by section 380D(1)(b) of the Act, that are to be complied with in connection with —
(a) an advertisement for; or
(b) the publication of a statement that directly or indirectly refers to,
an offer, or intended offer, of debentures or CCUs in a participating co‑operative.
(2) For the purposes of section 380D of the Act, the requirements are that, if the advertisement or statement is intended or likely to attract investors from a participating jurisdiction, the advertisement or statement must be accompanied by information about —
(a) any application to ASIC for relief under section 741 of the Corporations Act; or
(b) any intention to lodge the advertisement or statement under Chapter 6D of the Corporations Act.
[Regulation 38 inserted: Gazette 2 Dec 2016 p. 5424‑5.]
38A. Information to appear on business and other documents (section 380)
(1) This regulation applies to a participating co‑operative that maintains a place of business in this jurisdiction or acts through an agent in this jurisdiction.
(2) For the purposes of section 380(2) of the Act, the following (so far as relevant) is prescribed as other information that is to appear in legible characters in all its business documents —
(a) a statement that the participating co‑operative maintains a place of business in this jurisdiction and that specifies the location of the place of business;
(b) a statement that the participating co‑operative acts through an agent in this jurisdiction and that specifies the name and contact details of the agent.
[Regulation 38A inserted: Gazette 2 Dec 2016 p. 5425.]
38B. Form of notice requiring production of documents or attendance to answer questions (section 408)
For the purposes of section 408(1) of the Act, the prescribed form of a notice is Form 1 in Schedule 7B.
[Regulation 38B inserted: SL 2020/256 r. 5.]
39. Allowances and expenses for an involved person (section 429)
For the purposes of section 429(4) of the Act, the allowance and expenses payable to an involved person are the allowance and expenses payable to a witness in a civil proceeding before the District Court.
40. Documents relating to a co‑operative (section 457)
For the purposes of section 457(1)(b) of the Act, the documents kept by the Registrar relating to a co‑operative that a person may inspect are as follows —
(a) the annual returns or annual financial statements of the co‑operative;
(b) the rules of the co‑operative and any rule changes;
(c) any disclosure statements made in relation to the co‑operative and approved by the Registrar;
(d) the application for registration of the co‑operative and any attachments to the application;
(e) a copy of the certificate of registration of the co‑operative issued under the Act (or any previous Act);
(f) any registered special resolutions of the co‑operative;
(g) any exemptions, orders in writing or other documents evidencing approval by the Registrar in relation to the co‑operative;
(h) any enforceable undertaking in relation to the co‑operative or its officers (subject to any claim for confidentiality as determined by the Registrar).
[Regulation 40 inserted: Gazette 2 Dec 2016 p. 5425‑6.]
41. Exclusions — holders of prescribed offices
(1) In Schedule 9 —
judicial officer, of a court, means a Judge or Master of the court or another officer of the court who may exercise judicial functions.
(2) For the purposes of Schedule 2 clause 13 to the Act a relevant interest in a share or right to vote held by each person holding an office mentioned in Schedule 9 to these regulations is to be disregarded.
[Regulation 41 amended: Gazette 2 Dec 2016 p. 5426‑7.]
42. Fees
(1) The fees payable under the Act are those set out in Schedule 10 to these regulations.
(2) The amount of any additional fee the Registrar may impose for late filing of a document required to be filed under the Act is set out in Schedule 10 to these regulations.
43. Registrar may waive fees in some circumstances
The Registrar may waive all or part of a fee payable under the Act if, in the Registrar’s opinion —
(a) the fee is payable by a co‑operative established mainly for —
(i) a charitable purpose; or
(ii) advancing the welfare of a disadvantaged class of persons;
or
(b) there are special circumstances for waiving the fee or part of it.
[44. Deleted: SL 2021/86 r. 22.]
Schedule 1 — Model rules of a non‑distributing co‑operative without share capital
Rules of a non‑distributing co‑operative without share capital registered under the Co‑operatives Act 2009
auditor means a registered company auditor or auditors (within the meaning of that term in the Corporations Act) for the time being of the co‑operative;
financial institution account means an account at a financial institution into which the co‑operative’s money may be paid;
financial year means the financial year of the co‑operative specified in clause 55;
special resolution means a resolution passed in accordance with clause 38(1), (2) and (3).
[Clause 1 amended: Gazette 2 Dec 2016 p. 5427.]
(2) Under the contract, each of those persons agrees to observe and perform the rules as in force for the time being so far as those provisions apply to the person. [s. 97]
(3) The rules may be altered by a special resolution, [s. 104] by a resolution of the board in accordance with section 105 of the Act or as otherwise permitted by the Act.
(4) If alteration to these rules under section 28(3A) of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(4A) If alteration to these rules under section 103 of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(6) A member is entitled to obtain a copy of the rules on payment of $ ……….. (maximum $11.60 for the first page and $1.50 for each additional page, up to a maximum of $86.60 or if no fee is fixed, $5). [s. 99(1)]
[Clause 2 amended: Gazette 2 Dec 2016 p. 5427.]
The co‑operative has the power of an individual and the ability to restrict or place additional powers in the rules. [s. 39]
(1) The name of the co‑operative is [s. 238] .................................…….. .
(3) Subject to sections 123 and 124 of the Act, a member who fails to be or stops being an active member must, under the Act, have their membership cancelled.
(1) A person is not qualified to be admitted to membership of the co‑operative unless there are reasonable grounds for believing the person will be an active member of the co‑operative. [s. 58]
(2) Despite subclause (1), a person who was a member of a co‑operative immediately before that co‑operative became a transferred co‑operative is qualified despite the absence of reasonable grounds for believing that the person will be an active member of the co‑operative. [s. 58]
(a) a copy of the documents required to be given under section 68(1) of the Act, whether or not the person requests a copy of any or all of those documents; and
(2) Applications for membership must be lodged at the registered office in the application form, approved by the board.
(4) If the board approves of the application, the applicant’s name and any other information required under the Act must be entered in the register of members within 28 days of the board’s approval.
(5) 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.
(6) The board may, at its discretion, refuse an application for membership.
(7) 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.
[Clause 7 amended: Gazette 2 Dec 2016 p. 5427.]
(a) if the member’s membership is cancelled under Part 6 of the Act (Active membership);
(c) if the member becomes bankrupt and the trustee of the member’s estate disclaims any debt, contract, duty or liability of the member with the co‑operative;
(f) on written notice of the member’s resignation from membership, given by the member to the secretary;
(g) for a corporation — if the corporation becomes insolvent or is deregistered. [s. 63, 64]
(a) that the member has failed to discharge the member’s obligations to the co‑operative under these rules or a contract; or
(i) prevented or hindered the co‑operative in carrying out its primary activity or one or more of its primary activities; or
(iii) been contrary to one or more co‑operative principles as described in section 6 of the Act and has caused the co‑operative harm.
(2) Written notice of the proposed 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.
(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;
(b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the act must be considered and the co‑operative may decide on the evidence before it, despite the absence of the member;
(d) the co‑operative must not make a decision on the act 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.
(5) An expelled member must not be re‑admitted as a member unless the re‑admission is approved by special resolution.
[Clause 9 amended: Gazette 2 Dec 2016 p. 5427.]
Payments upon expulsion of member
(1) If a member is expelled from the co‑operative, all amounts owing by the former member to the co‑operative become immediately payable in full.
(2) If a member who had paid his or her annual subscription in full is expelled from the co‑operative, the board may repay either the full annual subscription or a proportion of that annual subscription to the expelled former member.
Payments upon resignation of member
(1) If a member resigns from the co‑operative, all amounts owing by the former member to the co‑operative become immediately payable in full.
(2) If a member who had paid his or her annual subscription in full resigns from the co‑operative, the board may repay either the full annual subscription or a proportion of that annual subscription to the former member.
Suspension of members
(2) In order to suspend a member, the procedure for expulsion of a member set out in clause 9 is to be followed as if references to expulsion were references to suspension.
(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.
(3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of —
(4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.
(ii) for a dispute between a member(s) and the co‑operative, a person appointed by the Supreme Court of Western Australia.
(13) Nothing in this clause extends to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.
(14) Nothing in this clause extends to any dispute involving the expulsion or suspension of a member or the imposition of a fine.
(15) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Act or otherwise at law.
(1) The board may impose on a member a maximum fine of $ ……. (not more than $1 000, unless the primary activities of the co‑operative are charitable — in that case not more than $500) for a contravention of the rules.
(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.
[Clause 14 amended: Gazette 2 Dec 2016 p. 5428.]
Liability of members to co‑operatives
(1) A member is, under section 67 of the Act, liable to pay to the co‑operative the charges, including entry and periodic fees, payable by the member to the co‑operative under these rules.
(2) On the death of a member, the member’s estate is subject to the same liability as the member would have been until the member’s personal representative or some other person is registered in the member’s place. [s. 63(2)]
(3) Joint members are jointly and severally liable for charges mentioned in subclause (1).
Forfeiture and cancellations — inactive members
(1) Subject to sections 123 and 124 of the Act, the board must declare the membership of a member cancelled if — [s. 120]
(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 [not more than 3 years, s. 120]; or
(b) the member is not presently an active member and has not been an active member at any time in the past ….. years [not more than 3 years, s. 120].
(2) Subclause (1) applies to a member if he or she was a member of the co‑operative throughout the ….. year period [not more than 3 years, s. 120].
(3) Unless subclause (4) applies, the board of a co‑operative must ensure that notice of its intention to declare the membership of a member to be cancelled is given to the member not less than 28 days prior to the intended day of the cancellation.
(b) the amount required to be repaid to the member in relation to the cancelled membership does not exceed $100.00 or such other amount as may be prescribed under section 125(2) of the Act.
(5) The co‑operative must keep a register of cancelled memberships under subclause (1), that must include the particulars in Schedule 4 clause 5 of the regulations.
[Clause 16 amended: Gazette 2 Dec 2016 p. 5428.]
Death of member
(1) Subject to section 159 of the Act, the board must transfer a deceased member’s interest in the co‑operative to —
(a) the personal representative of the deceased, that is, an executor or administrator of the estate of the deceased; or
(b) the person specified by the deceased’s personal representative, in an application made to the co‑operative within 3 months after the death of the member.
(2) The board may approve the transfer of the interest to a person other than the executor or administrator if the board is satisfied that —
(a) there are reasonable grounds for believing the proposed transferee will be an active member of the co‑operative; or
(b) the proposed transferee is qualified to be a member of the co‑operative under these rules. [s. 75(b) and 159]
(3) If the total value of the deceased member’s interest in the co‑operative is less than $10 000 or another amount fixed by the regulations, the board may transfer the interest under section 76 of the Act if there has not been a grant of letter of administration or probate of the deceased’s will. [s. 76]
(4) Under section 77 of the Act, the board must decide the value of the interest of a deceased member as the amount payable to the deceased member less any amounts owing to the co‑operative by the deceased member.
Dealings of members with co‑operatives
(1) The co‑operative may, under section 70 of the Act, make a contract with a member requiring the member to have specified dealings with the co‑operative for a fixed period.
(c) to pay to the co‑operative specified amounts as liquidated damages for a contravention of a requirement authorised by this clause.
(3) Any amount specified as liquidated damages is to be considered as a debt payable to the co‑operative for which the co‑operative has, under section 72 of the Act, a charge on each of the following —
(a) the credit balance and deposits of the member or past member;
(b) entry fees and regular subscriptions required to be repaid to a member when the member ceases to be a member.
Registration of Official Trustee in Bankruptcy
If a member is declared bankrupt, the Official Trustee in Bankruptcy may be registered as the holder of the interest held by the bankrupt member. [s. 154]
Registration as administrator of estate on incapacity of member
A person appointed under a law of a State or a 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. [s. 153]
Entitlements and liabilities of person registered as trustee, administrator etc.
(1) A person entitled to hold the interest of a member because of the death, bankruptcy or incapacity of the holder of the interest, is entitled to the advantages to which that member would be entitled if he or she were the registered holder of the interest. However, before being registered as a member, the person cannot exercise any right conferred by membership in relation to meetings of the co‑operative.
(2) A person registered under clause 17, 19 or 20 has, while registered, the same liabilities as those to which the dead person, the bankrupt person or the incapable person would have been liable if he or she had remained a member with full legal capacity.
[Clause 21 amended: Gazette 2 Dec 2016 p. 5428.]
Transfer and transmission of debentures
(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 receiver.
(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 receiver notice of the refusal.
(3) An instrument of transfer of a debenture must be executed by or on behalf of the giver and the receiver. The giver is taken to remain the holder of the debenture until the debenture in the name of the receiver is entered in the register of debentures.
(a) a fee of $ ……. (or a lesser amount decided by the board) is paid to the co‑operative for the transfer of registration; and
(b) the instrument of transfer is accompanied by the relevant debenture and any other evidence the board reasonably requires, in particular evidence showing the right of the giver to make the transfer; and
to me by C.D. (the receiver), of ............................… in the State of
…………………………….. transfer to the receiver the debenture(s)
numbered ...........................……… to be held by the receiver, the
receiver’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 receiver agree to take the debenture(s) subject to the conditions mentioned.
Dated this ……………….. day of ........................... 20 ………
In the presence of ………………………………………witness.
Signed by ………………………………………………. receiver.
In the presence of …………………………………………. witness.
[Clause 22 amended: Gazette 2 Dec 2016 p. 5428 and 5452; 4 Aug 2017 p. 4307.]
Issue of CCUs
(1) The board of the co‑operative may confer an interest in the capital of the co‑operative by issuing CCUs in accordance with the Act.
(2) The board of the co‑operative may issue CCUs to a person, whether or not that person is a member of the co‑operative. [s. 260]
(4) 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.
(5) 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.
(6) 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.
Transfer and transmission of CCUs
(1) Subject to this clause, the transfer and transmission of a CCU is to follow the same process as for a debenture under clause 22.
(2) Where the terms of issue of a CCU differ from clause 22 in respect to the manner of transfer or transmission, the terms of its issue prevail.
Annual general meetings
(1) An annual general meeting must, under section 190 of the Act, 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 or fixed under a regulation.[s. 190]
(3) If an annual general meeting is not held as required by subclause (1), the members may, under section 195 of the Act and clause 26 of these rules, requisition a special general meeting.
Special general meetings
(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 …… % (max 20%) of the total number of votes able to be cast at a meeting of the co‑operative.
(b) be signed by the requisitioning members (and may consist of several documents in like form each signed by one or more of the requisitioning members); and
(4) A meeting requisitioned by members under these rules must be called and held as soon as practicable and in any case must be held within 2 months after the requisition is served.
(5) If the board does not call a meeting within 35 days after the requisition is served, the following provisions apply —
(a) the requisitioning members (or any of them representing at least half their total voting rights) may call the meeting in the same way, as nearly as possible, as meetings are called by the board;
(b) for that purpose they may ask the co‑operative to supply a written statement of the names and addresses of the persons entitled, when the requisition was served, to receive notice of general meetings of the co‑operative;
(c) the board must send the statement to the requisitioning members within 7 days after the request for the statement is made;
(e) the co‑operative must pay the reasonable expenses incurred by the requisitioning members because of the board’s failure to call the meeting;
(f) any amount required to be paid by the co‑operative is to be retained by the co‑operative out of amounts payable by the co‑operative for fees or other remuneration for their services to the directors who were in default. [s. 195]
Notice of general meetings
(1) At least 14 days notice (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 to every member of any general meeting, in the way stipulated in clause 65.
(2) Notice must be given to the persons who are, under these rules, entitled to receive notices from the co‑operative, but the non‑receipt of the notice does not invalidate the proceedings at the general meeting.
(3) The notice must state the place, day and hour of the meeting and, for special business, the general nature of the business.
(5) Members who together are able to cast at least ….. (max 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.
(6) In a notice calling a general meeting, the board must include any business members have notified their intention to move at the meeting under subclause (5) (provided the members’ notification has been made under these rules and within time).
[Clause 27 amended: Gazette 2 Dec 2016 p. 5428.]
[28. Deleted: Gazette 2 Dec 2016 p. 5428.]
Business of general meetings
(a) to confirm minutes of the last preceding general meeting (whether annual or special); and
(2) The annual general meeting may also transact special business of which notice has been given to members under these rules.
(3) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.
Quorum at general meetings
(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. [s. 193]
(2) Unless these rules state otherwise ... members present in person, each being entitled to exercise a vote, constitute a quorum. [s. 193]
(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.
(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.
Chairperson at general meetings
(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, then the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).
(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.
Attendance and voting at general meetings
(1) The right to vote attaches to membership.
(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 will vote.
(6) Subject to subclauses (7) and (8), at any general meeting a question for decision must (as provided in section 194 of the Act) be decided on a show of hands of members present at the meeting.
(10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.
(11) Once the votes on a show of hands or on a poll have been counted then, subject to subclause (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.
Voting on a show of hands
For the purposes of paragraph (d) if the rules do not allow for non‑members to be appointed as proxies, paragraph (d) should be omitted.
Voting on a poll
Determining the outcome where equality of votes
(1) Where the votes in favour and against a resolution are equal, the chairperson of the meeting, provided he or she is a member of the co‑operative, may exercise a second or casting vote.
(2) Where the chairperson is not a member of the co‑operative or decides not to exercise a casting vote, the outcome of an equality of votes is taken to have been decided in the negative.
Proxy votes
(1) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.
(2) 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.
**The rules may impose a limit on the number of members for whom a proxy may act.
(6) An instrument appointing a proxy may be in the following form, or another form the board approves*** —
being a member(s) of the co‑operative appoint ……………….………
vote for me/us and on my/our behalf at the * annual general/*special
day of ....................……………. 20 .……. and at any adjournment of
*Strike out if not applicable.
#To be inserted if desired.
(7) 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.
(8) 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.
Postal ballots
(1) A postal ballot or special postal ballot must be held when required by the Act, these rules or when the members by ordinary resolution approve one.*
Section 188(1) of the Act requires the board to conduct a postal ballot or a special postal ballot for the passing of a special resolution on the written requisition of such number of members who together are able to cast at least 20% (or less if the rules provide) of the total number of votes able to be cast at a meeting of the co‑operative.
Members proposing to give the board a written requisition should familiarise themselves with the requirements in section 188(2).
(2) Subject to sections 185 and 186 of the Act, regulation 9A of the regulations and this clause, a postal ballot or special postal ballot is to be conducted using such method, in such form and returnable in such manner, as the board decides.
(4) The board is to appoint a returning officer to conduct the postal ballot or special postal ballot or, in default of such appointment, the secretary is the returning officer.
(5) At least 21 days prior to the closing date of a postal ballot or special postal ballot*, the returning officer is to send ballot papers (in the form and with such content as the board may approve) to all voting members giving —
Section 186(3) of the Act requires a disclosure statement containing specified information to be included with the other material sent to members in connection with a special postal ballot.
(7) On declaration of the result of the ballot, the secretary must enter the subclause (6) details in the minute book of the co‑operative.
(8) 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.
[Clause 37 amended: Gazette 2 Dec 2016 p. 5428.]
Special and ordinary resolutions
(1) A special resolution is a resolution of which the notice set out in subclause (2) has been given of the intention to propose the resolution as a special resolution and that is passed —
(2) A resolution is not taken to have been passed as a special resolution unless not less than 21 days notice has been given to the members of the co‑operative stating —
(3) A special resolution has effect from the date it is passed, however a special resolution required to be passed by special postal ballot has no effect until registered by the Registrar [s. 180] and no amendment to these rules is to take effect until the amendment is registered by the Registrar. [s. 106(1)]
Board of directors
(1) The business and operations of the co‑operative are to be managed and controlled by the board of directors, and for that purpose the board has and may exercise the powers of the co‑operative as if expressly conferred on the board by a general meeting of the co‑operative.
(2) The board must have …… (at least 3) member directors each of whom must be an individual, whether as a member of the co‑operative, or as a representative of a corporation member, and at least 18 years old.*
The acts of a director are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
[Clause 39 amended: Gazette 2 Dec 2016 p. 5429.]
Qualifications of directors
(b) an employee of the co‑operative or a person qualified under clause 41 to be an independent director.
Independent directors
(1) The board may appoint persons with special skills to be independent directors of the co‑operative on the conditions and for the period the board decides.
(2) The special skills required of an independent director may be specified by the board, and may be varied by the board from time to time, or from appointment to appointment. [s. 199(2)(b)]
(3) An independent director is, subject to this clause, a director of the co‑operative for the period of the appointment.
(5) Unless this clause provides otherwise, all other rules relating to directors apply to an independent director.
(6) On the termination of appointment as independent director by death, retirement, resignation or another way, the independent director stops being a director of the co‑operative.
(7) An independent director is entitled to attend any general meeting of the co‑operative and be heard on any part of the business of the meeting.
(8) An independent director is not entitled to vote at a meeting of directors on a motion about the terms and conditions of his or her appointment, conditions of service or termination of service but may be permitted by the chairperson of the board to speak in relation to the motion.
(9) Despite anything else in these rules a vote is not valid if taken at a meeting of the board of directors unless, when the vote is taken, the number of independent directors present is less than the number of member directors present.
(10) Despite the term of appointment fixed under subclause (1), the appointment of an independent director must be ratified by the members of the co‑operative at the general meeting next after the appointment of the independent director. Ratification must be by a simple majority of members of the co‑operative present and entitled to vote at the meeting.
(11) If the appointment of an independent director is not ratified by the members of the co‑operative, anything done by the independent director since the appointment and up to that time is taken to have been validly done.
(12) Despite the terms of appointment, the members may, by special resolution at a general meeting of members, terminate the appointment of an independent director.
Managing director
(1) The board may, if it considers appropriate, appoint a person to be managing director of the co‑operative and may from time to time remove the person from office. The conditions and the period of appointment must be decided by the board.
(2) The managing director is not counted for clause 39(2).
(3) In all other respects the managing director has all the privileges of a director and all other rules relating to directors apply to the managing director.
(4) On the termination of the appointment as managing director either by death, retirement, resignation or termination by the board, the managing director stops being a director of the co‑operative.
(5) The managing director 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.
First and subsequent directors
Under section 198(2)(b) of the Act, the first directors of a transferred co‑operative are the directors in office at the date of registration under the Act.
(2) The term of office of the first member directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.
(3) The term of office of member directors elected thereafter, is to commence from the annual general meeting at which they are elected or at which their election is confirmed and ends on the day of the third annual general meeting thereafter.
Each co‑operative is to insert its own rules here in relation to the conduct of elections when electing directors, so that the rules reflect the particular circumstances of that co‑operative.
Removal from office of member director
The co‑operative may by ordinary resolution remove a member director before the end of the member director’s period of office, and may by a simple majority appoint another person in place of the member director. The person appointed must retire when the removed member director would otherwise have retired. [s. 206A]
[Clause 44 amended: Gazette 2 Dec 2016 p. 5429.]
Vacation of office of director
(g) an administrator of the co‑operative’s affairs is appointed under Part 12 Division 4 of the Act.
[Clause 45 amended: Gazette 2 Dec 2016 p. 5429.]
Filling of casual vacancies
(1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.*
(2) For the purposes of this clause, a casual vacancy arises if the office of director is vacated under clause 45. [s. 198(3)]
The rules may provide that, in the absence of a director from a meeting of the board, an alternate director may be appointed under section 203 of the Act.
Remuneration
(1) Under section 215 of the Act the directors must not receive remuneration for their services as directors other than fees, concessions and other benefits approved at a general meeting of the co‑operative.
Proceedings of the board
(1) Meetings of the board (including meetings conducted under clause 49) are to be held as often as may be necessary for properly conducting the business and operations of the co‑operative and must be held at least quarterly.
(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.
(5) A meeting of the board of directors may be called by a director giving notice individually to every other director. [s. 201(3)]
(6) 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.
Transaction of business outside board meetings
(a) by the circulation of papers among all the members of the board, and a resolution in writing by a majority of the members is taken to be a decision of the board; or
(b) at a meeting at which members (or some members) participate by telephone, closed‑circuit television or other means, but only if a member who speaks on a matter before the meeting, can be heard by the other members.
(2) For the purposes of this clause the chairperson of the board and each member of the board have the voting rights they have at an ordinary meeting of the board.
(4) The secretary may circulate papers among members of the board for the purposes of subclause (1)(a) by email, fax or other transmission of the information in the papers concerned.
Quorum for board meetings
(1) The quorum for a meeting of the board is half the number of directors (or if half is not a whole number the whole number next higher than one‑half).
(2) The number of independent directors must be fewer than the number of member directors present at a meeting of the board.
Chairperson of board
The rules of a co‑operative may provide that, in the alternative, the chairperson may be elected at a general meeting of the co‑operative.
(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.
If the rules of the co‑operative provide that the chairperson is elected at a general meeting of the co‑operative, then subclause (3) is to be read so that the removal of a chairperson and the election of a new chairperson is to be done by ordinary resolution at a general meeting.
Delegation and board committees
(d) a committee of members of the co‑operative and other persons if members form the majority of persons on the committee; or
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.
(2) A power delegated under this clause may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.
(3) A delegation under this clause may be given on conditions limiting the exercise of the power delegated, or time or circumstances.
(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 subclause (3) were observed by the director exercising the powers.
(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 5 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.
(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.
Other committees
(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.
(2) Clause 52(6) and (7) apply to committees appointed under this clause, with the changes approved of by the board.
(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).
Minutes
Financial year
The financial year of the co‑operative ends on ………………….. .
Seal
(2) The co‑operative must, as required by section 240 of the Act, have the name of the co‑operative appear in legible characters on its common seal and on any official seal. The common seal must be kept at the registered office in the custody that the board directs.
(3) The co‑operative may, under section 47 of the Act, have for use in place of its common seal outside the State, one or more official seals. 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.
(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.
Custody and inspection of records and registers
(1) The co‑operative must have at its registered office and available during normal office hours for inspection by any member free of charge [s. 232(1)] the following —
(d) the register of directors and members;
(e) the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the co‑operative;
(f) the register of memberships cancelled under Part 6 of the Act, required to be kept under section 230(1)(g) of the Act;
Section 233 of the Act sets out the limitations that apply to the use of information on these registers and provides for recovery of loss, damages or profits arising from misuse.
(2) A member may make a copy of the entries in a register mentioned in subclause (1) during normal office hours, [free of charge/for the fee of $ ……….. (see Schedule 10 of the regulations for the fee that may be charged)].
[Clause 57 amended: Gazette 2 Dec 2016 p. 5429‑30.]
Accounts
(1) The board must have a financial institution account or accounts, electronic or otherwise, in the name of the co‑operative, into which all amounts received must be paid as soon as possible after receipt.
(2) All cheques drawn on the accounts and all drafts, bills of exchange, promissory notes, and other negotiable instruments for the co‑operative, must be signed by 2 directors or by any 2 persons authorised by the board or authorised by the chief executive officer.
Safe keeping of securities
Shares, 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.
Appointing an auditor — co‑operatives
(1) The board of a co‑operative (unless the co‑operative is a small co‑operative) must appoint an auditor within one month of being registered under the Act, unless an auditor has already been appointed at a general meeting of the co‑operative.
(3) At its first annual general meeting, the co‑operative must appoint an auditor of the co‑operative and at each subsequent annual general meeting must appoint an auditor to fill any permanent vacancy in the office of the auditor.
[Clause 60 amended: Gazette 2 Dec 2016 p. 5430.]
Appointing an auditor — small co‑operatives
(1) The co‑operative, if a small co‑operative, may appoint an auditor at its first annual general meeting and at subsequent annual general meetings to fill a permanent vacancy in the office of the auditor.
(3) The board of a small co‑operative must appoint an auditor within one month of being directed to prepare a financial report and have it audited under either section 244I or 244J of the Act.
(4) An auditor appointed under subclause (3) holds office until the financial report prepared as a result of the direction has been audited and sent to members.
[Clause 61 amended: Gazette 2 Dec 2016 p. 5430.]
Terms of appointment, remuneration and removal of auditors
(b) is removed or resigns from office in accordance with section 244ZW of the Act; or
(3) While a casual vacancy in the office of the auditor continues, the surviving or continuing auditor or auditors, if any, may act.
(4) Where there is no surviving or continuing auditor, the board must fill a casual vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office [s. 244ZW], within one month of the vacancy occurring, unless the co‑operative at an annual general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor under this subclause holds office until the next annual general meeting of the co‑operative.
(a) (including a person who is a substantial shareholder in a corporation) who is indebted to the co‑operative (or to a subsidiary corporation of the co‑operative) for an amount that is more than $5 000; or
(8) The board must enable an auditor to have access to all books, accounts, vouchers, securities and documents of the co‑operative and to be given such information as the auditor requires to perform his or her duties as auditor.
(9) An auditor may attend any general meeting of the co‑operative and is entitled to be heard, at any general meeting the auditor attends on any part of the business of the meeting.
(10) An auditor is entitled to receive all notices and other communications relating to a general meeting that any member of the co‑operative is entitled to receive.
[Clause 62 amended: Gazette 2 Dec 2016 p. 5430‑1.]
Co‑operative funds
(1) The board may resolve to 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. [s. 269]
(2) No part of the surplus may be paid or transferred directly or indirectly by way of discount, rebate or otherwise by way of profit, to members of the co‑operative.
(3) A part of the surplus, of not more than ….%, arising in any year from the business of the co‑operative may be applied for charitable purposes.
(4) In this clause —
surplus means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the co‑operative and future contingencies.
Provision for loss
Notices
(1) A notice or other document required under the Act, the regulations or these rules to be given to a member of the co‑operative may be given —
(f) by publishing the notice in a newspaper circulating generally in this State or in the area served by the co‑operative.
(3) If a notice is sent by post, service is taken to be effected by properly addressing, prepaying and posting a letter containing the notice. For a notice of a meeting service is taken to be effected at the end of 24 hours after the letter containing the notice is posted. Otherwise, service is taken to be effected when the letter would be delivered in the ordinary course of post and in proving service it is enough to prove that the envelope containing the notice was properly addressed and posted.
(4) A notice or other document directed to a member and advertised in the newspaper is taken to be given to the member on the day the advertisement appears.
(5) A notice given by fax or other electronic means is taken to have been served, unless the sender’s fax or other electronic device indicates a malfunction in transmission, on the day the notice is sent, if sent on a business day, otherwise on the next business day.
(6) A notice may be given by the co‑operative to the person entitled to an interest because of the death, bankruptcy or incapacity of a member by sending it through the post in a prepaid letter addressed to the 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 similar description. The address should be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given, the notice can be given in the way it could have been given if the death, bankruptcy or incapacity had not happened.
(7) Notice of every general meeting must be given, in the same way as authorised in this clause, to —
(a) every member of the co‑operative other than members who have not supplied to the co‑operative an address for giving notices to them; and
(b) every person entitled to an interest because of the death, bankruptcy or incapacity of a member, who, but for the member’s death, bankruptcy or incapacity, would be entitled to receive notice of the meeting; and
(8) Except as provided in this clause and in clause 62(10) no other person is entitled to receive notices of general meetings.
Winding‑up
(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 …………………………………… .*
(3) Subject to subclause (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 —
(a) with objects similar to the co‑operative; and
(b) whose constitution prohibits the distribution of its property among its members; and
(c) chosen by the members of the co‑operative at or before the dissolution or, in default, by the chief judge of the court with jurisdiction in the matter; and
(d) that satisfies the relevant provision of Division 50 of the Income Tax Assessment Act 1997 (Commonwealth).
Subclause (2), and the reference to subclause (2) in subclause (3), may be deleted if the co‑operative does not wish to specify a recipient.
[Clause 66 amended: Gazette 2 Dec 2016 p. 5431.]
Schedule of charges
| Copying entries in register | clause 57(2) |
| Transfer/register of debenture | clause 22(4) |
Note: This certification is signed at the formation meeting that is held after the rules have been approved by the Registrar and returned to the sponsors of the proposed co‑operative.
Schedule 2 — Model rules of a non‑distributing co‑operative with share capital
Rules of a non‑distributing co‑operative with share capital registered under the Co‑operatives Act 2009
auditor means a registered company auditor or auditors (within the meaning of that term in the Corporations Act) for the time being of the co‑operative;
financial institution account means an account at a financial institution into which the co‑operative’s money may be paid;
financial year means the financial year of the co‑operative specified in clause 64;
special resolution means a resolution passed in accordance with clause 47(1), (2) and (3).
[Clause 1 amended: Gazette 2 Dec 2016 p. 5431.]
(2) Under the contract, each of those persons agrees to observe and perform the rules as in force for the time being so far as those provisions apply to the person. [s. 97]
(3) The rules may be altered by a special resolution, [s. 104] by a resolution of the board in accordance with section 105 of the Act or as otherwise permitted by the Act.
(4) If alteration to these rules under section 28(3A) of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(4A) If alteration to these rules under section 103 of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(6) A member is entitled to obtain a copy of the rules on payment of $ …….. (maximum $11.60 for the first page and $1.50 for each additional page, up to a maximum of $86.60 or if no fee is fixed, $5). [s. 99(1)]
[Clause 2 amended: Gazette 2 Dec 2016 p. 5431‑2.]
The co‑operative has the power of an individual and the ability to restrict or place additional powers in the rules. [s. 39]
(1) The name of the co‑operative is [s. 238] ………………………….. .
(3) Subject to sections 123 and 124 of the Act, a member who fails to be or stops being an active member must, under the Act, have their membership cancelled and, subject to section 127 of the Act, their shares forfeited.
(1) Every member must hold at least ….. shares.
(2) A person is not qualified to be admitted to membership of the co‑operative unless there are reasonable grounds for believing the person will be an active member of the co‑operative. [s. 58]
(3) Despite subclause (2), a person who was a member of a co‑operative immediately before that co‑operative became a transferred co‑operative is qualified despite the absence of reasonable grounds for believing that the person will be an active member of the co‑operative. [s. 58]
(a) a copy of the documents required to be given under section 68(1) of the Act, whether or not the person requests a copy of any or all of those documents; and
(2) Applications for membership or shares must be lodged at the registered office in the application form, approved by the board, together with the amount required to pay the shares fully or, if the shares are to be issued partly paid, a deposit of $... for each share applied for.
(4) If the board approves of the application —
(a) the board must —
(i) allot the shares applied for; or
(ii) approve the transfer of the minimum number of shares to be held by a member under these rules from an existing member to the applicant;
and
(b) the applicant’s name, the number of shares allotted or transferred and any other information required under the Act must be entered in the register of members within 28 days of the board’s approval.
(5) The applicant must be notified in writing of the allotment and of the entry in the register and the applicant is then entitled to the privileges attaching to membership, or to the holding of shares, as is appropriate.
(6) The board may, at its discretion, refuse an application for membership or shares.
(7) 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.
[Clause 7 amended: Gazette 2 Dec 2016 p. 5432.]
(a) if the member’s membership is cancelled under Part 6 of the Act (Active membership);
(c) if the member becomes bankrupt and the trustee of the member’s estate disclaims any debt, contract, duty or liability of the member with the co‑operative;
(f) if the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;
(g) if the member’s total shareholding is forfeited under the Act or these rules;
(h) if the member’s total shareholding is purchased by the co‑operative under these rules;
(i) if the member’s total shareholding is sold by the co‑operative under any power in these rules and the purchaser is registered as shareholder in the member’s place;
(j) if the amount paid up on the member’s shares is repaid to the member under these rules;
(k) on written notice of the member’s resignation from membership, given by the member to the secretary;
(l) for a corporation — if the corporation becomes insolvent or is deregistered. [s. 63, 64]
(a) that the member has failed to discharge the member’s obligations to the co‑operative under these rules or a contract; or
(i) prevented or hindered the co‑operative in carrying out its primary activity or one or more of its primary activities; or
(iii) been contrary to one or more co‑operative principles as described in section 6 of the Act and has caused the co‑operative harm.
(2) Written notice of the proposed 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.
(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;
(b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the act must be considered and the co‑operative may decide on the evidence before it, despite the absence of the member;
(d) the co‑operative must not make a decision on the act 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.
(5) An expelled member must not be re‑admitted as a member unless the re‑admission is approved by special resolution. A member re‑admitted must not have restored to him or her any shares that were cancelled on his or her expulsion. [s. 73]
Monetary consequences of expulsion
deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co‑operative, or subsequently reported prior to expulsion.
(2) If a member is expelled from the co‑operative all amounts owing by the former member to the co‑operative become immediately payable in full.
(3) The shares of an expelled member must be cancelled on the date of the expulsion and the cancellation noted in the register of shares.
(4) Subject to subclause (5) and the written terms of a class of share issued, the co‑operative must however pay to the expelled member the amount of capital paid up on the former member’s shares at the time of expulsion (less any amount owing by the former member to the co‑operative).
(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 member. This is done having regard to the number of shares held by the expelled member immediately prior to expulsion in relation to the number of shares in the co‑operative.
(6) Payment to the expelled member of any amount owing by the co‑operative to the former member —
(i) at the time decided by the board but within one year from the date of expulsion [s. 73(1)(a)]; or
(ii) in the case of a transferred co‑operative, within 3 years from the date of expulsion and in accordance with the relevant rules of that co‑operative [s. 73(1)(b)];
or
(i) at the time decided by the board but within one year from the date of expulsion [s. 73(1)(c)]; and
(ii) in the manner set out in section 73(2) to (4) of the Act 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.
Suspension of members
(2) In order to suspend a member, the procedure for expulsion of a member set out in clause 9 is to be followed as if references to expulsion were references to suspension.
Payments upon resignation of member
deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co‑operative, or subsequently reported prior to resignation.
(2) If a member resigns from the co‑operative, all amounts owing by the former member to the co‑operative become immediately payable in full.
(3) The shares of a resigning member must be cancelled as at the day of the resignation and the cancellation must be noted in the register of shares.
(4) 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 resigning member. This is done having regard to the number of shares held by the resigning member immediately prior to resigning in relation to the number of shares in the co‑operative.
(5) Payment to the resigning member of any amount owing by the co‑operative to the former member —
(i) at the time decided by the board but within one year from the date of resignation [s. 73(1)(a)]; or
(ii) in the case of a transferred co‑operative, within 3 years from the date of resignation and in accordance with the relevant rules of that co‑operative [s. 73(1)(b)];
or
(i) at the time decided by the board but within one year from the date of resignation [s. 73(1)(c)]; and
(ii) in the manner set out in section 73(2) to (4) of the Act 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.
(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.
(3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of —
(4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.
(ii) for a dispute between a member(s) and the co‑operative, a person appointed by the Supreme Court of Western Australia.
(13) Nothing in this clause extends to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.
(14) Nothing in this clause extends to any dispute involving the expulsion or suspension of a member or the imposition of a fine.
(15) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Act or otherwise at law.
(1) The board may impose on a member a maximum fine of $ ……. (not more than $1 000, unless the primary activities of the co‑operative are charitable — in that case not more than $500) for a contravention of the rules.
(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.
[Clause 14 amended: Gazette 2 Dec 2016 p. 5432.]
Capital and shares
(1) The capital of the co‑operative must be raised by the issue of shares of nominal value of $ …….. each.* [s. 140(2)]
Any shares held by a co‑operative in itself at the time the co‑operative is registered under the Act are cancelled under section 165.
(2) A member is not entitled to hold more than 20% of the nominal value of issued share capital of the co‑operative other than under section 278 of the Act.
(3) The capital varies in amount according to the nominal value of shares from time to time subscribed.
(4) No share is to be allotted unless at least 10% of the nominal value of the share has been paid.*
Subclause (4) does not apply to a transferred co‑operative.
(5) A share must not be issued at a discount.
(6) Under section 255 of the Act, the co‑operative is authorised to require members to lend money to the co‑operative under a proposal approved by special resolution of the co‑operative passed by special postal ballot.
[Clause 15 amended: Gazette 2 Dec 2016 p. 5432.]
Liability of members to co‑operatives
(1) A member is, under section 67 of the Act, liable to the co‑operative for the amount, if any, unpaid on the shares held by the member together with any charges, including entry and periodic fees, payable by the member to the co‑operative under these rules.
(2) On the death of a member, the member’s estate is subject to the same liability as the member would have been until the member’s personal representative or some other person is registered in the member’s place. [s. 63(2)]
(3) Joint members are jointly and severally liable for any amount unpaid on shares and any charges mentioned in subclause (1).
Calls on shares
(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) and not by the terms of issue of the shares made payable at fixed times.
(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.
(3) The directors may revoke or postpone a call.
(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 instalment.
(5) The joint holders of a share are jointly and severally liable to pay all calls for the share.
(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.
(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 date that, under the terms of issue, the amount becomes payable and, 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.
(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.
(9) The board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.
(10) The board may authorise payment by the co‑operative of interest on all or part of an amount accepted under subclause (9) until the amount becomes payable, at a rate agreed between the board and the member paying the amount, not more than 8% per annum or another rate fixed by the co‑operative by special resolution.
Sale of members’ shares
(1) A member’s share may only be sold in accordance with sections 64, 158, 163 and 165 of the Act.
(2) Subject to section 163 of the Act the co‑operative may —
(a) purchase any share of a member at the request of the member; and
(b) repay to a member, with the member’s consent, all or part of the amount paid up to the stated nominal value on any share held by the member when the amount repaid is not required for the activities of the co‑operative.
(3) The co‑operative must cancel a share purchased by or forfeited to the co‑operative.
(4) If, in the opinion of the board, payment of the repurchase price would adversely affect the financial position of the co‑operative, the board may exercise any of the following options instead of paying the sum to the member — [s. 164]
(a) for a deposit taking co‑operative apply the amount as an interest bearing deposit by the member with the co‑operative;
(b) allot or issue debentures or CCUs of the co‑operative to the member in satisfaction of the amount.
(5) A deposit, debenture or CCU issued under subclause (4) —
(a) bears interest during any period as decided under section 164 of the Act; and
(b) must be repaid to the member as soon as repayment would not, in the opinion of the board, adversely affect the financial position of the co‑operative, and in any case, within 10 years.
Transfer and transmission of shares
(1) The instrument of transfer of a share must be signed by or for the transferor (the giver) and the transferee (the receiver).
(2) The giver is taken to remain the holder of the share until the name of the receiver is entered in the register of members. [s. 161]
(3) Shares must be transferred in the following form or another form approved by the board —
I, A.B. (the giver) of ………………………………… in the State
of ………………………. in consideration of the sum of $ …….. paid
to me by C.D. (the receiver), of ……………………………………..
in the State of …………………………... transfer to the receiver the
share (or shares) numbered ………. in the …………………………… (name of co‑operative)
to hold for the receiver, the receiver’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 receiver, agree to take the said share (or shares) subject to the conditions previously mentioned in this document.
Dated this ………….. day of ………………………….. 20 …………
Signed by …………………………………………………. giver.
Signed by ………………………………………………… receiver.
(4) A share may not be sold or transferred except —
(a) with the consent of the board, and to a person who is qualified to be admitted to membership of the co‑operative under clauses 5 and 6; or
(b) as otherwise provided by these rules or the Act. [s. 158(2)]
(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 receiver within 28 days after the day the board declined to register the transfer.
(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 278 of the Act to be held by a member.
(7) The board may decline to recognise an instrument of transfer unless —
(a) a fee of $ …... (or the lesser sum decided by the board from time to time) is paid to the co‑operative for the transfer; and
(b) the instrument of transfer is accompanied by any evidence the board may require to show the right of the giver to make the transfer.
(8) The board must maintain a record of all transfers made in the proper books of the co‑operative.
(9) The board may suspend the registration of transfers during the 45 days immediately preceding the annual general meeting in each year.
[Clause 19 amended: Gazette 2 Dec 2016 p. 5452; 4 Aug 2017 p. 4308.]
Effect of sale, transfer or disposal of shares
A member who has sold or transferred, or disposed of the beneficial interest in, 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.
Forfeiture and cancellations: inactive members
(1) Subject to sections 123 and 124 of the Act, the board must declare the membership of a member cancelled if — [s. 120]
(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 [not more than 3 years, s. 120]; or
(b) the member is not presently an active member and has not been an active member at any time in the past ..... years [not more than 3 years, s. 120].
(2) Subclause (1) applies to a member if he or she was a member of the co‑operative throughout the ….. year period [not more than 3 years, section 120].
(3) Unless subclause (4) applies, the board of a co‑operative must ensure that notice of its intention to declare the membership of a member to be cancelled is given to the member not less than 28 days prior to the intended day of the cancellation.
(b) the amount required to be repaid to the member in relation to the cancelled membership, whether because of the cancellation of shares or otherwise, does not exceed $100.00 or such other amount as may be prescribed under section 125(2) of the Act.
(5) The board is to declare the shares of a member forfeited at the same time as the membership is cancelled and the amounts payable for the cancellation and forfeiture must be dealt with and repaid under section 127 of the Act.
(6) The co‑operative must keep a register of cancelled memberships under subclause (1), that must include the particulars in Schedule 4 clause 5 of the regulations.
[Clause 21 amended: Gazette 2 Dec 2016 p. 5432.]
Forfeiture of shares
(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 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.
(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.
(3) If the requirements of the notice served under this clause 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.
Forfeited shares
(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 Act. 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.
(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 on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.
(3) The co‑operative, under clause 27, has a charge on the paid up amounts of the forfeited shares and may appropriate those amounts under clause 27(2). [s. 72(3)]
Forfeiture for non‑payment of subscription
(1) The shares of a member whose periodic fee (subscription) under clause 7 has not been paid may be forfeited by resolution of the board.
(2) Written notice of the proposed forfeiture must be given to the member at least 14 days before the date of the board meeting at which the resolution for forfeiture of the shares is to be moved and the member must be given an opportunity of being heard at the meeting.
(3) Clause 23 applies to the forfeiture.
(4) Subject to section 127 of the Act and subclause (5) payment to the member of any amount due under this clause must be made at the time to be decided by the board, but within one year from date of forfeiture.
(5) Subject to section 127 of the Act, instead of payment of an amount due to a member whose membership is cancelled, the amount due may be applied as a deposit if the co‑operative takes deposits, or the co‑operative may allot or issue debentures or CCUs in satisfaction of the amount, or if the member consents in writing the amount may be appropriated as a donation.
Death of member
(1) Subject to section 159 of the Act the board must transfer the deceased member’s share or interest in the co‑operative to —
(a) the personal representative of the deceased, that is, an executor or administrator of the estate of a deceased member; or
(b) the person specified by the deceased’s personal representative, in an application made to the co‑operative within 3 months after the death of the member.
(2) The board may approve the transfer of a share or interest to a person other than the executor or administrator if the board is satisfied that —
(a) there are reasonable grounds for believing the proposed transferee will be an active member of the co‑operative; and
(b) the proposed transferee is qualified to be a member of the co‑operative under these rules [s. 75(b) and 159]; and
(c) the transfer would not increase the proposed transferee’s holding in the co‑operative beyond that allowed by the Act or these rules. [s. 160]
(3) If the total value of the deceased member’s share or interest in the co‑operative is less than $10 000 or another amount fixed by the regulations the board may transfer the share or interest under section 76 of the Act if there has not been a grant of letters of administration or of probate of the deceased’s will. [s. 76]
(4) Under section 77 of the Act, the board must decide the value of the shares and interest of a deceased member as the amount paid up on the shares together with any other amounts due to the deceased member less any amounts owing to the co‑operative by the deceased member.
Dealings of members with co‑operatives
(1) The co‑operative may, under section 70 of the Act, make a contract with a member requiring the member to have specified dealings with the co‑operative for a fixed period.
(c) to pay to the co‑operative specified amounts as liquidated damages a contravention of a requirement authorised by this clause.
(3) Any amount specified as liquidated damages is to be considered as a debt payable to the co‑operative for which the co‑operative has, under section 72 of the Act, a charge on each of the following —
(a) the share or interest in the capital and the credit balance and deposits of the member or past member;
(b) any dividend, interest, bonus or rebate payable to the member or past member;
(c) any entry and periodic fees required to be repaid to a member when the member ceases to be a member.
(4) The charge created under section 72 of the Act may be enforced under that section and clause 27.
Charges on shares
(1) The co‑operative, as provided in section 72 of the Act, has a charge on the share or interest in the capital, and on the credit balance and deposits of a member or past member, and on any dividend, interest, bonus or rebate payable to a member or past member, in respect of any debt due from the member or past member to the co‑operative. The co‑operative may also set‑off any amount paid on account of that share or otherwise or an amount credited or payable to the member or past member in or towards payment of the debt.
(2) The charge may be enforced at any time after 7 days notice to the member or past member, by appropriation by the co‑operative of the capital, interest or deposit subject to the charge. Any share for which capital has been appropriated must be cancelled.
(3) The co‑operative may sell, in the way the directors consider appropriate, all or any shares on which the co‑operative has a charge. However, no sale can be made unless some amount for which the charge exists is payable at the date of the sale. Also no sale can be made until the end of 14 days after a written notice (stating, and demanding payment of, the part of the amount for which the charge exists as is payable at the date the notice is given) has been given to the registered holder of the share or the person entitled to it because of death or bankruptcy. The notice must indicate that, on failure to make payment of the amount demanded within the time stipulated, the shares will be sold by the board.
(4) If the highest offer received by the board is less than the amount paid up on shares to be sold, the board must, before accepting the offer, notify the member of the receipt of the offer and the amount of the offer, and of the board’s intention to accept the offer at the end of 14 days, if no payment is made before then to the co‑operative of all amounts for which the charge exists.
(5) From the proceeds of the sale the co‑operative may deduct the expenses, if any, associated with the sale and may apply the balance to reduce the liability of the member. However, if a surplus remains after the deduction the surplus is payable to the member whose shares were sold.
(6) For giving effect to a sale the board may authorise a person to transfer the shares sold to the purchaser of them.
Registration of Official Trustee in Bankruptcy
(1) If a member is declared bankrupt, the Official Trustee in Bankruptcy may be registered as the holder of the shares or other interests held by the bankrupt member. [s. 154]
(2) The board may register the Official Trustee in Bankruptcy as the holder of a share in which a bankrupt member has an entitlement in equity, with the consent of both the co‑operative and the holder of the share. [s. 154]
Registration as administrator of estate on incapacity of member
A person appointed under a law of a State or a 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 share. [s. 153, 158]
Entitlements and liabilities of person registered as trustee, administrator etc.
(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 that 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.
(2) A person registered under clause 25, 28 or 29 has, while registered, the same liabilities in relation to the share or shares as those to which the dead person, the bankrupt person or the incapable person would have been liable if he or she had remained a member with full legal capacity.
(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.
Transfer and transmission of debentures
(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 receiver.
(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 receiver notice of the refusal.
(3) An instrument of transfer of a debenture must be executed by or on behalf of the giver and the receiver. The giver is taken to remain the holder of the debenture until the debenture in the name of the receiver is entered in the register of debentures.
(a) a fee of $ …….. (or a lesser amount decided by the board from time to time) is paid to the co‑operative for the transfer of registration; and
(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 giver to make the transfer; and
to me by C.D. (the receiver), of ............................…………………
in the State of ………………… transfer to the receiver the
debenture(s) numbered ...........................……… to be held by the
receiver, the receiver’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 receiver agree to take the debenture(s) subject to the
conditions mentioned.
Dated this ………………….. day of ........................... 20 ………
In the presence of ……………………………………… witness.
Signed by ………………………………………………. receiver.
In the presence of …………………………………………. witness.
[Clause 31 amended: Gazette 2 Dec 2016 p. 5432 and 5452; 4 Aug 2017 p. 4308.]
Issue of CCUs
(1) The board of the co‑operative may confer an interest in the capital of the co‑operative by issuing CCUs in accordance with the Act.
(2) The board of the co‑operative may issue CCUs to a person, whether or not that person is a member of the co‑operative. [s. 260]
(4) 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.
(5) 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.
(6) 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.
Transfer and transmission of CCUs
(1) Subject to this clause, the transfer and transmission of a CCU is to follow the same process as for a debenture under clause 31.
(2) Where the terms of issue of a CCU differ from clause 31 in respect to the manner of transfer or transmission, the terms of its issue prevail.
Annual general meetings
(1) An annual general meeting must, under section 190 of the Act, 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 or fixed under a regulation. [s. 190]
(3) If an annual general meeting is not held under subclause (1), the members may, under section 195 of the Act and clause 35 of these rules, requisition a special general meeting.
Special general meetings
(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 ……. % (max 20%) of the total number of votes able to be cast at a meeting of the co‑operative.
(b) be signed by the requisitioning members (and may consist of several documents in like form each signed by one or more of the requisitioning members); and
(4) A meeting requisitioned by members under these rules must be called and held as soon as practicable and in any case must be held within 2 months after the requisition is served.
(5) If the board does not call a meeting within 35 days after the requisition is served, the following provisions apply —
(a) the requisitioning members (or any of them representing at least half their total voting rights) may call the meeting in the same way, as nearly as possible, as meetings are called by the board;
(b) for that purpose they may ask the co‑operative to supply a written statement of the names and addresses of the persons entitled, when the requisition was served, to receive notice of general meetings of the co‑operative;
(c) the board must send the statement to the requisitioning members within 7 days after the request for the statement is made;
(e) the co‑operative must pay the reasonable expenses incurred by the requisitioning members because of the board’s failure to call the meeting;
(f) any amount required to be paid by the co‑operative is to be retained by the co‑operative out of amounts payable by the co‑operative, for fees or other remuneration for their services, to the directors who were in default. [s. 195]
Notice of general meetings
(1) At least 14 days notice (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 to every member of a general meeting, in the way stipulated in clause 74.
(2) Notice must be given to the persons who are, under these rules, entitled to receive notices from the co‑operative, but the non‑receipt of the notice does not invalidate the proceedings at the general meeting.
(3) The notice must state the place, day and hour of the meeting and, for special business, the general nature of the business.
(5) Members who together are able to cast at least …… % (max 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.
(6) In a notice calling a general meeting, the board must include any business members have notified their intention to move at the meeting under subclause (5) (provided the members’ notification has been made under these rules and within time).
[Clause 36 amended: Gazette 2 Dec 2016 p. 5433.]
[37. Deleted: Gazette 2 Dec 2016 p. 5433.]
Business of general meetings
(a) to confirm minutes of the last general meeting (whether annual or special); and
(2) The annual general meeting may also transact special business of which notice has been given to members under these rules.
(3) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.
Quorum at general meetings
(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. [s. 193]
(2) Unless these rules state otherwise ..... members present in person, each being entitled to exercise a vote, constitute a quorum. [s. 193]
(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.
(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.
Chairperson at general meetings
(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, then the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).
(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 of the business to be transacted at an adjourned meeting.
Attendance and voting at general meetings
(1) The right to vote attaches to membership and not shareholding.
(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 will vote.
(6) Subject to subclauses (7) and (8), at any general meeting a question for decision must (as provided in section 194 of the Act) be decided on a show of hands of members present at the meeting.
(10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.
(11) Once the votes on a show of hands or on a poll have been counted then, subject to subclause (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.
Voting on a show of hands
If the rules do not allow for non‑members to be appointed as proxies, paragraph (d) should be omitted.
Voting on a poll
Determining the outcome where equality of votes
(1) Where the votes in favour and against a resolution are equal, the chairperson of the meeting, provided he or she is a member of the co‑operative, may exercise a second or casting vote.
(2) Where the chairperson is not a member of the co‑operative or decides not to exercise a casting vote, the outcome of an equality of votes is taken to have been decided in the negative.
Proxy votes
(1) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.
(2) 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.
**Note for this subclause:
The rules may impose a limit on the number of members for whom a proxy may act.
(6) An instrument appointing a proxy may be in the following form or any other form the board approves*** —
being a member(s) of the co‑operative appoint ……………….………
vote for me/us and on my/our behalf at the *annual general/*special
day of ......................……………. 20.……. and at any adjournment of
*Strike out if not applicable.
#To be inserted if desired.
(7) 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.
(8) A vote given under the terms of an instrument of proxy or of 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.
Postal ballots
(1) A postal ballot or special postal ballot must be held when required by the Act, these rules or when the members by ordinary resolution approve one.*
Section 188(1) of the Act requires the board to conduct a postal ballot or a special postal ballot for the passing of a special resolution on the written requisition of such number of members who together are able to cast at least 20% (or less if the rules provide) of the total number of votes able to be cast at a meeting of the co‑operative.
Members proposing to give the board a written requisition should familiarise themselves with the requirements in section 188(2).
(2) Subject to sections 185 and 186 of the Act, regulation 9A of the regulations and this clause, a postal ballot or special postal ballot is to be conducted using such method, in such form and returnable in such manner, as the board decides.
(4) The board is to appoint a returning officer to conduct the postal ballot or special postal ballot or, in default of such appointment, the secretary is the returning officer.
(5) At least 21 days prior to the closing date of a postal ballot or special postal ballot*, the returning officer is to send ballot papers (in the form and with such content as the board may approve) to all voting members giving —
Section 186(3) of the Act requires a disclosure statement containing specified information to be included with the other material sent to members in connection with a special postal ballot.
(7) On declaration of the result of the ballot, the secretary must enter the subclause (6) details in the minute book of the co‑operative.
(8) 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.
[Clause 46 amended: Gazette 2 Dec 2016 p. 5433.]
Special and ordinary resolutions
(1) A special resolution is a resolution of which the notice set out in subclause (2) has been given of the intention to propose the resolution as a special resolution and that is passed —
(2) A resolution is not taken to have been passed as a special resolution unless not less than 21 days notice has been given to the members of the co‑operative stating —
(3) A special resolution has effect from the date it is passed, however a special resolution required to be passed by special postal ballot has no effect until registered by the Registrar [s. 180] and no amendment to these rules is to take effect until the amendment is registered by the Registrar. [s. 106(1)]
Board of directors
(1) The business and operations of the co‑operative are to be managed and controlled by the board of directors, and for that purpose the board has and may exercise the powers of the co‑operative as if expressly conferred on the board by a general meeting of the co‑operative.
(2) The board must have ....… (at least 3) member directors each of whom must be an individual, whether as a member of the co‑operative, or as a representative of a corporation member, and at least 18 years old.*
The acts of a director are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
[Clause 48 amended: Gazette 2 Dec 2016 p. 5433.]
Qualifications of directors
(b) an employee of the co‑operative or a person qualified under clause 50 to be an independent director.
Independent directors
(1) The board may appoint persons with special skills to be independent directors of the co‑operative on the conditions and for the period the board decides.
(2) The special skills required of an independent director may be specified by the board, and may be varied by the board from time to time, or from appointment to appointment. [s. 199(2)(b)]
(3) An independent director is, subject to this clause, director of the co‑operative for the term of the appointment.
(5) Unless this clause provides otherwise, an independent director is subject to all other rules relating to directors.
(6) On the termination of appointment as independent director by death, retirement, resignation or in another way the independent director stops being a director of the co‑operative.
(7) An independent director is entitled to attend any general meeting of the co‑operative and be heard on any part of the business of the meeting.
(8) An independent director is not entitled to vote at a meeting of directors on a motion about the terms and conditions of his or her own appointment, conditions of service or termination of service but may be permitted by the chairperson of the board to speak in relation to the matters.
(9) Despite anything else in these rules a vote is not valid if taken at a meeting of the board of directors unless, when the vote is taken, the number of independent directors present is less than the number of member directors present.
(10) Despite the term of appointment fixed under subclause (1), the appointment of an independent director must be ratified by the members of the co‑operative at the general meeting next after the appointment of the independent director. Ratification must be by a simple majority of members of the co‑operative present and entitled to vote at the meeting.
(11) If the appointment of an independent director is not ratified by the members of the co‑operative anything done by the independent director since the appointment and up to that time is taken to have been validly done.
(12) Despite the terms of appointment, the members may, by special resolution at a general meeting of members, terminate the appointment of an independent director.
Managing director
(1) The board may, if it considers appropriate, appoint a person to be managing director of the co‑operative and may from time to time remove the person from office. The conditions and the period of appointment must be decided by the board.
(2) The managing director is not counted for clause 48(2).
(3) In all other respects the managing director has all the privileges of a director and all other rules relating to directors apply to the managing director.
(4) On the termination of the appointment as managing director either by death, retirement, resignation or termination by the board, the managing director stops being a director of the co‑operative.
(5) The managing director 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.
First and subsequent directors
Under section 198(2)(b) of the Act, the first directors of a transferred co‑operative are the directors in office at the date of registration under the Act.
(2) The term of office of the first member directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.
(3) The term of office of member directors elected thereafter, is to commence from the annual general meeting at which they are elected or at which their election is confirmed and ends on the day of the third annual general meeting thereafter.
Each co‑operative is to insert its own rules here in relation to the conduct of elections when electing directors, so that the rules reflect the particular circumstances of that co‑operative.
Removal from office of member director
The co‑operative may by ordinary resolution remove a member director before the end of the member director’s period of office, and may by a simple majority appoint another person in place of the member director. The person appointed must retire when the removed member director would otherwise have retired. [s. 206A]
[Clause 53 amended: Gazette 2 Dec 2016 p. 5433.]
Vacation of office of director
(g) an administrator of the co‑operative’s affairs is appointed under of Part 12 Division 4 of the Act.
[Clause 54 amended: Gazette 2 Dec 2016 p. 5433‑4.]
Filling of casual vacancies
(1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.*
(2) For the purposes of this clause, a casual vacancy arises if the office of director is vacated under clause 54. [s. 198(3)]
The rules may provide that, in the absence of a director from a meeting of the board, an alternate director may be appointed under section 203 of the Act.
Remuneration
(1) Under section 215 of the Act, the directors must not receive remuneration for their services as directors other than fees, concessions and other benefits approved at a general meeting of the co‑operative.
Proceedings of the board
(1) Meetings of the board (including meetings conducted under clause 58) are to be held as often as may be necessary for properly conducting the business and operations of the co‑operative and must be held at least quarterly.
(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.
(5) A meeting of the board of directors may be called by a director giving notice individually to every other director. [s. 201(3)]
(6) 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.
Transaction of business outside board meetings
(a) by the circulation of papers among all the members of the board, and a resolution in writing by a majority of the members is taken to be a decision of the board; or
(b) at a meeting at which members (or some members) participate by telephone, closed‑circuit television or other means, but only if a member who speaks on a matter before the meeting, can be heard by the other members.
(2) For the purposes of this clause, the chairperson of the board and each member of the board have the voting rights they have at an ordinary meeting of the board.
(4) The secretary may circulate papers among members of the board for the purposes of subclause (1)(a) by email, fax or other transmission of the information in the papers concerned.
Quorum for board meetings
(1) The quorum for a meeting of the board is half the number of directors (or if half is not a whole number the whole number next higher than one‑half).
(2) The number of independent directors must be fewer than the number of member directors present at a meeting of the board.
Chairperson of board
The rules of a co‑operative may provide that, in the alternative, the chairperson may be elected at a general meeting of the co‑operative.
(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.
If the rules of the co‑operative provide that the chairperson is elected at a general meeting of the co‑operative, then subclause (3) is to be read so that the removal of a chairperson and the election of a new chairperson is to be done by ordinary resolution at a general meeting.
[Clause 60 amended: Gazette 2 Dec 2016 p. 5434.]
Delegation and board committees
(d) a committee of members of the co‑operative and other persons if members form the majority of persons on the committee; or
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.
(2) A power delegated under this clause may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.
(3) A delegation under this clause may be given on conditions limiting the exercise of the power delegated, or time or circumstances.
(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 subclause (3) were observed by the director exercising the powers.
(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 5 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.
(7) A committee may meet and adjourn as it considers 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.
Other committees
(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.
(2) Clause 61(6) and (7) apply to committees appointed under this clause, with any changes approved of by the board.
(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).
Minutes
Financial year
The financial year of the co‑operative ends on ………………….. .
Seal
(2) The co‑operative must, as required by section 240 of the Act, have the name of the co‑operative appear in legible characters on its common seal and on any official seal. The common seal must be kept at the registered office in the custody that the board directs.
(3) The co‑operative may, under section 47 of the Act, have for use in place of its common seal outside the State, one or more official seals. 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.
(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.
Custody and inspection of records and registers
(1) The co‑operative must have at its registered office and available during normal office hours for inspection by any member free of charge [s. 232(1)] the following —
(d) the register of directors, members and shares;
(e) the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the co‑operative;
(f) the register of memberships cancelled under Part 6 of the Act, required to be kept under section 230(1)(g) of the Act;
Section 233 of the Act sets out the limitations that apply to the use of information on these registers and provides for recovery of loss, damages or profits arising from misuse.
(2) A member may make a copy of the entries in a register mentioned in subclause (1) during normal office hours, [free of charge/for the fee of $ ……. (see Schedule 10 of the regulations for the fee that may be charged)].
[Clause 66 amended: Gazette 2 Dec 2016 p. 5434.]
Accounts
(1) The board must have a financial institution account or accounts, electronic or otherwise, in the name of the co‑operative, into which all amounts received must be paid as soon as possible after receipt.
(2) All cheques drawn on the accounts and all drafts, bills of exchange, promissory notes, and other negotiable instruments for the co‑operative, must be signed by 2 directors or by any 2 persons authorised by the board or authorised by the chief executive officer.
Safe keeping of securities
Shares, 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.
Appointing an auditor — co‑operatives
(1) The board of a co‑operative (unless the co‑operative is a small co‑operative) must appoint an auditor within one month of being registered under the Act, unless an auditor has already been appointed at a general meeting of the co‑operative.
(3) At its first annual general meeting, the co‑operative must appoint an auditor of the co‑operative and at each subsequent annual general meeting must appoint an auditor to fill any permanent vacancy in the office of the auditor.
[Clause 69 amended: Gazette 2 Dec 2016 p. 5434.]
Appointing an auditor — small co‑operatives
(1) The co‑operative, if a small co‑operative, may appoint an auditor at its first annual general meeting and at subsequent annual general meetings to fill a permanent vacancy in the office of the auditor.
(3) The board of a small co‑operative must appoint an auditor within one month of being directed to prepare a financial report and have it audited under either section 244I or 244J of the Act.
(4) An auditor appointed under subclause (3) holds office until the financial report prepared as a result of the direction has been audited and sent to members.
[Clause 70 amended: Gazette 2 Dec 2016 p. 5435.]
Terms of appointment, remuneration and removal of auditors
(b) is removed or resigns from office in accordance with section 244ZW of the Act; or
(3) While a casual vacancy in the office of the auditor continues, the surviving or continuing auditor or auditors, if any, may act.
(4) Where there is no surviving or continuing auditor, the board must fill a casual vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office [s. 244ZW], within one month of the vacancy occurring, unless the co‑operative at an annual general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor under this subclause holds office until the next annual general meeting of the co‑operative.
(a) (including a person who is a substantial shareholder in a corporation) who is indebted to the co‑operative (or to a subsidiary corporation of the co‑operative) for an amount that is more than $5 000; or
(8) The board must enable an auditor to have access to all books, accounts, vouchers, securities and documents of the co‑operative and to be given such information as the auditor requires to perform his or her duties as auditor.
(9) An auditor may attend any general meeting of the co‑operative and is entitled to be heard, at any general meeting the auditor attends on any part of the business of the meeting.
(10) An auditor is entitled to receive all notices and other communications relating to a general meeting that any member of the co‑operative is entitled to receive.
[Clause 71 amended: Gazette 2 Dec 2016 p. 5435.]
Co‑operative funds
(1) The board may resolve to retain all or any 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. [s. 269]
(2) No part of the surplus may be paid or transferred directly or indirectly by way of discount, rebate or otherwise by way of profit to members of the co‑operative.
(3) A part of the surplus, of not more than ….. %, arising in any year from the business of the co‑operative may be applied for charitable purposes.
(4) In this clause —
surplus means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the co‑operative and future contingencies.
Provision for loss
Notices
(1) A notice or other document required under this Act, the regulations or these rules to be given to a member of the co‑operative may be given —
(f) by publishing the notice in a newspaper circulating generally in this State or in the area served by the co‑operative.
(3) If a notice is sent by post, service is taken to be effected by properly addressing, prepaying and posting a letter containing the notice. For a notice of a meeting service is taken to be effected at the end of 24 hours after the letter containing the notice is posted. Otherwise, service is taken to be effected when the letter would be delivered in the ordinary course of post and, in proving service, it is enough to prove the envelope containing the notice was properly addressed and posted.
(4) A notice or other document directed to a member and advertised in the newspaper is taken to be given to the member on the day the advertisement appears.
(5) A notice given by fax or other electronic means is taken to have been served, unless the sender’s fax or other electronic device indicates a malfunction in transmission, on the day the notice is sent, if sent on a business day, otherwise on the next business day.
(6) A notice may be given by the co‑operative to the joint holders of a share by giving the notice to the joint holder named first in the register of members and shares for the share.
(7) A notice may be given by the co‑operative to the person entitled to a share because of the death, bankruptcy or incapacity of a member by sending it through the post in a prepaid letter addressed to the 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 similar description. The address should be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given, the notice can be given in the way it could have been given if the death, bankruptcy or incapacity had not happened.
(8) Notice of every general meeting must be given, in the same way as authorised in this clause, to —
(a) every member of the co‑operative other than members who have not supplied to the co‑operative an address for giving notices to them; and
(b) every person entitled to a share because of the death, bankruptcy or incapacity of a member, who, but for the member’s death, bankruptcy or incapacity, would be entitled to receive notice of the meeting; and
(9) Except as provided in this clause and clause 71(10) no other person is entitled to receive notices of general meetings.
Winding‑up
(2) If, on the winding‑up or dissolution, there remains after the satisfaction of all its debts and liabilities (including the refund of the amounts paid up on the shares) any property, this must not be paid to or distributed among the members of the co‑operative but must be given or transferred to ……………………………….. .*
(3) Subject to subclause (2),* if on the winding‑up or dissolution there remains any property after the satisfaction of all its debts and liabilities (including the refund of the amounts paid up on the shares), 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 —
(a) with objects similar to the co‑operative; and
(b) whose constitution prohibits the distribution of its property among its members; and
(c) chosen by the members of the co‑operative at or before the dissolution or, in default, by the chief judge of the court with jurisdiction in the matter; and
(d) that satisfies the relevant provision of Division 50 of the Income Tax Assessment Act 1997 (Commonwealth).
Subclause (2), and the reference to subclause (2) in subclause (3), may be deleted if the co‑operative does not wish to specify a recipient.
[Clause 75 amended: Gazette 2 Dec 2016 p. 5435‑6.]
Schedule of charges
| Copying entries in register | clause 66(2) |
| Transfer of shares | clause 19(7) |
| Transfer/register of debenture | clause 31(4) |
Note: This certification is signed at the formation meeting that is held after the rules have been approved by the Registrar and returned to the sponsors of the proposed co‑operative.
Schedule 3 — Model rules of a distributing co‑operative with share capital
Rules of a distributing co‑operative with share capital registered under the Co‑operatives Act 2009
auditor means a registered company auditor or auditors (within the meaning of that term in the Corporations Act) for the time being of the co‑operative;
financial institution account means an account at a financial institution into which the co‑operative’s money may be paid;
financial year means the financial year of the co‑operative specified in clause 64;
special resolution means a resolution passed in accordance with clause 47(1), (2) and (3).
[Clause 1 amended: Gazette 2 Dec 2016 p. 5436.]
(2) Under the contract, each of those persons agrees to observe and perform the rules as in force for the time being so far as those provisions apply to the person. [s. 97]
(3) The rules may be altered by a special resolution, [s. 104] by a resolution of the board in accordance with section 105 of the Act or as otherwise permitted by the Act.
(4) If alteration to these rules under section 28(3A) of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(4A) If alteration to these rules under section 103 of the Act requires prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(6) A member is entitled to obtain a copy of the rules on payment of $ ……. (maximum $11.60 for the first page and $1.50 for each additional page, up to a maximum of $86.60 or if no fee is fixed, $5.00). [s. 99(1)]
[Clause 2 amended: Gazette 2 Dec 2016 p. 5436.]
The co‑operative has the power of an individual and the ability to restrict or place additional powers in the rules. [s. 39]
(1) The name of the co‑operative is [s. 238] ……………………………. .
(3) Subject to sections 123 and 124 of the Act, a member who fails to be or ceases to be an active member must, under the Act, have their membership cancelled and, subject to section 127 of the Act, their shares forfeited.
(1) Every member must hold at least ……. shares.
(2) A person is not qualified to be admitted to membership of the co‑operative unless there are reasonable grounds for believing the person will be an active member of the co‑operative. [s. 58]
(3) Despite subclause (2), a person who was a member of a co‑operative immediately before that co‑operative became a transferred co‑operative is qualified despite the absence of reasonable grounds for believing that the person will be an active member of the co‑operative. [s. 58]
(a) a copy of the documents required to be given under section 68(1) of the Act, whether or not the person requests a copy of any or all of those documents; and
(2) Applications for membership, shares or bonus shares or additional shares must be lodged at the registered office in the application form approved by the board, together with the amount required to pay the shares fully or, if the shares are to be issued partly paid, a deposit of $ ...…. for each share applied for.
(4) If the board approves of the application —
(a) the board must —
(i) allot the shares applied for; or
(ii) approve the transfer of the minimum number of shares to be held by a member under these rules from an existing member to the applicant;
and
(b) the applicant’s name, the number of shares allotted or transferred and any other information required under the Act must be entered in the register of members within 28 days of the board’s approval.
(5) The applicant must be notified in writing of the allotment and of the entry in the register and the applicant is then entitled to the privileges attaching to membership, or to the holding of shares, or bonus or additional shares, as is appropriate.
(6) The board may, at its discretion, refuse an application for membership or shares (other than additional shares the subject of a compulsory issue under section 146 of the Act).
(7) 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.
[Clause 7 amended: Gazette 2 Dec 2016 p. 5436.]
(a) if the member’s membership is cancelled under the Act Part 6 (Active membership);
(c) if the member becomes bankrupt and the trustee of the member’s estate disclaims any debt, contract, duty or liability of the member with the co‑operative;
(f) if the member’s total shareholding is transferred to another person and the transferee is registered as the holder of the shareholding;
(g) if the member’s total shareholding is forfeited under the Act or these rules;
(h) if the member’s total shareholding is purchased by the co‑operative under these rules;
(i) if the member’s total shareholding is sold by the co‑operative under any power in these rules and the purchaser is registered as shareholder in the member’s place;
(j) if the amount paid up on the member’s shares is repaid to the member under these rules;
(k) on written notice of the member’s resignation from membership, given by the member to the secretary;
(l) for a corporation — if the corporation becomes insolvent or is deregistered. [s. 63, 64]
(a) that the member has failed to discharge the member’s obligations to the co‑operative under these rules or a contract; or
(i) prevented or hindered the co‑operative in carrying out its primary activity or one or more of its primary activities; or
(iii) been contrary to one or more co‑operative principles as described in section 6 of the Act and has caused the co‑operative harm.
(2) Written notice of the proposed 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.
(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;
(b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the act must be considered and the co‑operative may decide on the evidence before it, despite the absence of the member;
(d) the co‑operative must not make a decision on the act 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.
(5) An expelled member must not be re‑admitted as a member unless the re‑admission is approved by special resolution. A member re‑admitted must not have restored to him or her any shares that were cancelled on his or her expulsion. [s. 73]
Monetary consequences of expulsion
deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co‑operative, or subsequently reported prior to expulsion.
(2) If a member is expelled from the co‑operative, all amounts owing by the former member to the co‑operative become immediately payable in full.
(3) The shares of an expelled member must be cancelled as at the day of expulsion and the cancellation must be noted in the register of shares.
(4) Subject to subclause (5) and the written terms of a class of share issued, the co‑operative must, however, pay to the expelled member the amount of capital paid up on the former member’s shares at the time of expulsion (less any amount owing by the former member to the co‑operative).
(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 member. This is done having regard to the number of shares held by the expelled member immediately prior to expulsion in relation to the number of shares in the co‑operative.
(6) Payment to the expelled member of any amount owing by the co‑operative to the former member —
(i) at the time decided by the board but within one year from the date of expulsion [s. 73(1)(a)]; or
(ii) in the case of a transferred co‑operative, within 3 years from the date of expulsion and in accordance with the relevant rules of that co‑operative [s. 73(1)(b)];
or
(i) at the time decided by the board but within one year from the date of expulsion [s. 73(1)(c)]; and
(ii) in the manner set out in section 73(2) to (4) of the Act 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.
Suspension of members
(2) In order to suspend a member, the procedure for expulsion of a member set out in clause 9 is to be followed as if references to expulsion were references to suspension.
Payments upon resignation of member
deficiency means the amount of accumulated loss, deficiency or significant change disclosed in the last balance sheet of the co‑operative, or subsequently reported prior to resignation.
(2) If a member resigns from the co‑operative, all amounts owing by the former member to the co‑operative become immediately payable in full.
(3) The shares of a resigning member must be cancelled as at the day of the resignation and the cancellation must be noted in the register of shares.
(4) 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 resigning member. This is done having regard to the number of shares held by the resigning member immediately prior to resigning in relation to the number of shares in the co‑operative.
(5) Payment to the resigning member of any amount owing by the co‑operative to the former member —
(i) at the time decided by the board but within one year from the date of resignation [s. 73(1)(a)]; or
(ii) in the case of a transferred co‑operative, within 3 years from the date of resignation and in accordance with the relevant rules of that co‑operative [s. 73(1)(b)];
or
(i) at the time decided by the board but within one year from the date of resignation [s. 73(1)(c)]; and
(ii) in the manner set out in section 73(2) to (4) of the Act 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.
(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.
(3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of —
(4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.
(ii) for a dispute between a member(s) and the co‑operative, a person appointed by the Supreme Court of Western Australia.
(13) Nothing in this clause extends to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.
(14) Nothing in this clause extends to any dispute involving the expulsion or suspension of a member or the imposition of a fine.
(15) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Act or otherwise at law.
(1) The board may impose on a member a maximum fine of $ …… (not more than $1 000) for a contravention of the rules.
(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.
Capital and shares
(1) The capital of the co‑operative must be raised by the issue of shares of nominal value of $ ..... each.* [s. 140(2)]
Any shares held by a co‑operative in itself at the time the co‑operative is registered under the Act are cancelled under section 165.
(2) A member is not entitled to hold more than 20% of the nominal value of issued share capital of the co‑operative other than under section 278 of the Act.
(3) The capital varies in amount according to the nominal value of shares from time to time subscribed.
(4) No share is to be allotted unless at least 10% of the nominal value of the share has been paid.*
Subclause (4) does not apply to a transferred co‑operative.
(5) A share must not be issued at a discount.
(6) The board may require a member to take up or subscribe for additional shares under a proposal approved of by the members by special resolution under section 146 of the Act.
(7) Bonus shares may be issued by the co‑operative under sections 147 and 271 of the Act.
(8) Shares of the co‑operative must not be quoted for sale or purchase at any stock exchange or in any other public manner whatsoever (within the meaning of the Income Tax Assessment Act 1936 (Commonwealth)).
(9) Under section 255 of the Act, the co‑operative is authorised to require members to lend money to the co‑operative, under a proposal approved by special resolution of the co‑operative passed by special postal ballot.
[Clause 15 amended: Gazette 2 Dec 2016 p. 5437.]
Liability of members to co‑operatives
(1) A member is, under section 67 of the Act, liable to the co‑operative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry and periodic fees, payable by the member to the co‑operative under these rules.
(2) On the death of a member, the member’s estate is subject to the same liability as the member would have been until the member’s personal representative or some other person is registered in the member’s place. [s. 63(2)]
(3) Joint members are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subclause (1).
Calls on shares
(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) and not by the terms of issue of the shares made payable at fixed times.
(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.
(3) The directors may revoke or postpone a call.
(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 instalment.
(5) The joint holders of a share are jointly and severally liable to pay all calls for the share.
(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.
(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 and, 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.
(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.
(9) The board may accept from a member all or part of the money uncalled and unpaid on shares held by the member.
(10) The board may authorise payment by the co‑operative of interest on all or part of an amount accepted under subclause (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.
Sale of members’ shares
(1) A member’s share may only be sold in accordance with sections 64, 158, 163 and 165 of the Act.
(2) Subject to section 163 of the Act the co‑operative may —
(a) purchase any share of a member at the request of the member; and
(b) repay to a member, with the member’s consent, all or part of the amount paid up to the stated nominal value on any share held by the member when the amount repaid is not required for the activities of the co‑operative.
(3) The co‑operative must cancel a share purchased by or forfeited to the co‑operative.
(4) If, in the opinion of the board, payment of the repurchase price would adversely affect the financial position of the co‑operative, the board may exercise any of the following options instead of paying the sum to the member — [s. 164]
(a) for a deposit taking co‑operative apply the amount as an interest bearing deposit by the member with the co‑operative;
(b) allot or issue debentures or CCUs of the co‑operative to the member in satisfaction of the amount.
(5) A deposit, debenture or CCU issued under subclause (4) —
(a) bears interest during any period as decided under section 164 of the Act; and
(b) must be repaid to the member as soon as repayment would not, in the opinion of the board, adversely affect the financial position of the co‑operative, and in any case, within 10 years.
Transfer and transmission of shares
(1) The instrument of transfer of a share must be signed by or for the transferor (the giver) and the transferee (the receiver).
(2) The giver is taken to remain the holder of the share until the name of the receiver is entered in the register of members. [s. 161]
(3) Shares must be transferred in the following form or another form approved by the board —
I, A.B. (the giver) of ………………………………… in the State
of ………………………. in consideration of the sum of $ …….. paid
to me by C.D. (the receiver), of ……………………………………..
in the State of …………………………... transfer to the receiver the
share (or shares) numbered ………. in the …………………………… (name of co‑operative)
to hold for the receiver, the receiver’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 receiver, agree to take the said share (or shares) subject to the conditions previously mentioned in this document.
Dated this ………….. day of ………………………….. 20 …………
Signed by …………………………………………………. giver.
Signed by …………………………………………………. receiver.
(4) A share may not be sold or transferred except —
(a) with the consent of the board, and to a person who is qualified to be admitted to membership of the co‑operative under clauses 5 and 6; or
(b) as otherwise provided by these rules or the Act. [s. 158(2)]
(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 receiver within 28 days after the day the board declined to register the transfer.
(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 278 of the Act to be held by a member.
(7) The board may decline to recognise an instrument of transfer unless —
(a) a fee of $ …… (or the lesser sum decided by the board from time to time) is paid to the co‑operative for the transfer; and
(b) the instrument of transfer is accompanied by any evidence the board may require to show the right of the giver to make the transfer.
(8) The board must maintain a record of all transfers made in the proper books of the co‑operative.
(9) The board may suspend the registration of transfers during the 45 days immediately preceding the annual general meeting in each year.
[Clause 19 amended: Gazette 2 Dec 2016 p. 5452; 4 Aug 2017 p. 4308.]
Effect of sale, transfer or disposal of shares
A member who has sold or transferred, or disposed of the beneficial interest in, 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.
Forfeiture and cancellations: inactive members
(1) Subject to sections 123 and 124 of the Act, the board must declare the membership of a member cancelled if — [s. 120]
(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 [not more than 3 years, s. 120]; or
(b) the member is not presently an active member and has not been an active member at any time in the past ..... years [not more than 3 years, s. 120].
(2) Subclause (1) applies to a member if he or she was a member of the co‑operative throughout the .…. year period [not more than 3 years, s. 120].
(3) Unless subclause (4) applies, the board of a co‑operative must ensure that notice of its intention to declare the membership of a member to be cancelled is given to the member not less than 28 days prior to the intended day of the cancellation.
(b) the amount required to be repaid to the member in relation to the cancelled membership, whether because of the cancellation of shares or otherwise, does not exceed $100 or such other amount as may be prescribed under section 125(2) of the Act.
(5) The board is to declare the shares of a member forfeited at the same time as the membership is cancelled and the amounts payable for the cancellation and forfeiture must be dealt with and repaid under section 127 of the Act.
(6) The co‑operative must keep a register of cancelled memberships under subclause (1), that must include the particulars in Schedule 4 clause 5 of the regulations.
[Clause 21 amended: Gazette 2 Dec 2016 p. 5437.]
Forfeiture of shares
(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 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.
(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.
(3) If the requirements of the notice served under this clause 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.
(4) Such a forfeiture must include all dividends declared for the forfeited shares and not actually paid before forfeiture.
Forfeited shares
(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 Act. 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.
(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 on a date stated in the declaration, is proof of that fact as against all persons claiming to be entitled to the share.
(3) The co‑operative, under clause 27, has a charge on the paid up amounts of the forfeited shares and may appropriate those amounts under clause 27(2). [s. 72(3)]
Forfeiture for non‑payment of subscription
(1) The shares of a member whose periodic fee (subscription) under clause 7 has not been paid may be forfeited by resolution of the board.
(2) Written notice of the proposed forfeiture must be given to the member at least 14 days before the date of the board meeting at which the resolution for forfeiture of the shares is to be moved and the member must be given an opportunity of being heard at the meeting.
(3) Clause 23 applies to the forfeiture.
(4) Subject to section 127 of the Act and subclause (5), payment to the member of any amount due under this clause must be made at the time decided by the board, but within one year from the date of forfeiture.
(5) Subject to section 127 of the Act, instead of payment of an amount due to a member whose membership is cancelled, the amount due may be applied as a deposit if the co‑operative takes deposits, or the co‑operative may allot or issue debentures or CCUs in satisfaction of the amount, or if the member consents in writing the amount may be appropriated as a donation.
Death of member
(1) Subject to section 159 of the Act, the board must transfer a deceased member’s share or interest in the co‑operative to —
(a) the personal representative of the deceased, that is, an executor or administrator of the estate of the deceased; or
(b) the person specified by the deceased’s personal representative, in an application made to the co‑operative within 3 months after the death of the member.
(2) The board may approve the transfer of a share or interest to a person other than the executor or administrator if the board is satisfied that —
(a) there are reasonable grounds for believing the proposed transferee will be an active member of the co‑operative; or
(b) the proposed transferee is qualified to be a member of the co‑operative under these rules; [s. 75(b) & 159] or
(c) the transfer would not increase the proposed transferee’s holding in the co‑operative beyond that allowed by the Act or these rules. [s. 160]
(3) If the total value of the deceased member’s share or interest in the co‑operative is less than $10 000 or another amount fixed by the regulations, the board may transfer the share or interest under section 76 of the Act if there has not been a grant of letter of administration or of probate of the deceased’s will. [s. 76]
(4) Under section 77 of the Act, the board must decide the value of the shares and interest of a deceased member as the amount paid up on the shares together with any other amounts due to the deceased member less any amounts owing to the co‑operative by the deceased member.
Dealings of members with co‑operatives
(1) The co‑operative may, under section 70 of the Act, make a contract with a member requiring the member to have specified dealings with the co‑operative for a fixed period.
(c) to pay to the co‑operative specified amounts as liquidated damages for a contravention of a requirement authorised by this clause.
(3) Any amount specified as liquidated damages is to be considered as a debt payable to the co‑operative for which the co‑operative has, under section 72 of the Act, a charge on each of the following —
(a) the share or interest in the capital and the credit balance and deposits of the member or past member;
(b) any dividend, interest, bonus or rebate payable to the member or past member;
(c) any entry and periodic fees required to be repaid to a member when the member ceases to be a member.
(4) The charge created under section 72 of the Act shall be enforced under that section and clause 27.
Charges on shares
(1) The co‑operative, as provided in section 72 of the Act, has a charge on the share or interest in the capital, and on the credit balance and deposits of a member or past member, and on any dividend, interest, bonus or rebate payable to a member or past member, in respect of any debt due from the member or past member to the co‑operative. The co‑operative may also set off any amount paid on account of that share or otherwise or any amount credited or payable to the member or past member in or towards payment of the debt.
(2) The charge may be enforced at any time after 7 days notice to the member or past member, by the appropriation by the co‑operative of the capital, interest or deposit subject to the charge. Any share for which capital has been appropriated must be cancelled.
(3) The co‑operative may sell, in the way the directors consider appropriate, all or any shares on which the co‑operative has a charge. However, no sale can be made unless some amount for which the charge exists is payable at the date of the sale. Also no sale can be made until the end of 14 days after a written notice (stating, and demanding payment of, the part of the amount for which the charge exists as is payable at the day the notice is given) has been given to the registered holder of the share or the person entitled to it because of death or bankruptcy. The notice must indicate that, on failure to make payment of the amount demanded within the time stipulated, the shares will be sold by the board.
(4) If the highest offer received by the board is less than the amount paid up on shares to be sold, the board must, before accepting the offer, notify the member of the receipt of the offer and the amount of the offer, and of the board’s intention to accept the offer at the end of 14 days, if no payment is made before then to the co‑operative of all amounts for which the charge exists.
(5) From the proceeds of any such sale the co‑operative may deduct the expenses, if any, associated with the sale and may apply the balance to reduce the liability of the member. However, if a surplus remains after such deduction, the surplus is payable to the member whose shares were sold.
(6) For giving effect to a sale the board may authorise a person to transfer the shares sold to the purchaser of them.
Registration of Official Trustee in Bankruptcy
(1) If a member is declared bankrupt, the Official Trustee in Bankruptcy may be registered as the holder of the shares or other interests held by the bankrupt member. [s. 154]
(2) The board may register the Official Trustee in Bankruptcy as the holder of a share in which a bankrupt member has an entitlement in equity, with the consent of both the co‑operative and the holder of the share. [s. 154]
Registration as administrator of estate on incapacity of member
A person appointed under a law of a State or a 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 share. [s. 153, 158]
Entitlements and liabilities of person registered as trustee, administrator etc.
(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 that 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.
(2) A person registered under clause 25, 28 or 29 has, while registered, the same liabilities in relation to the share or shares as those to which the dead person, the bankrupt person or the incapable person would have been liable if he or she had remained a member with full legal capacity.
(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.
Transfer and transmission of debentures
(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 receiver.
(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 receiver notice of the refusal.
(3) An instrument of transfer of a debenture must be executed by or on behalf of the giver and the receiver. The giver is taken to remain the holder of the debenture until the debenture in the name of the receiver is entered in the register of debentures.
(a) a fee of $ ..... (or a lesser amount decided by the board) is paid to the co‑operative for the transfer of registration; and
(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 giver to make the transfer; and
to me by C.D (the receiver), of ............................…… in the State of
…………………………….. transfer to the receiver the debenture(s)
numbered ...........................……… to be held by the receiver, the
receiver’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 receiver agree to take the debenture(s) subject to the conditions mentioned.
Dated this ……………………….. day of ............................20 ………
In the presence of ……………………………………………witness.
Signed by …………………………………………………. receiver.
In the presence of …………………………………………., witness.
[Clause 31 amended: Gazette 2 Dec 2016 p. 5452; 4 Aug 2017 p. 4308.]
Issue of CCUs
(1) The board of the co‑operative may confer an interest in the capital of the co‑operative by issuing CCUs in accordance with the Act.
(2) The board of the co‑operative may issue CCUs to a person, whether or not that person is a member of the co‑operative. [s. 260]
(4) 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.
(5) 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.
(6) 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.*
Transfer and transmission of CCUs
(1) Subject to this clause, the transfer and transmission of a CCU is to follow the same process as for a debenture under clause 31.
(2) Where the terms of issue of a CCU differ from clause 31 in respect to the manner of transfer or transmission, the terms of its issue prevail.
Annual general meetings
(1) An annual general meeting must, under section 190 of the Act, 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 or fixed under a regulation. [s. 190]
(3) If an annual general meeting is not held as required by subclause (1), the members may, under section 195 of the Act and clause 35 of these rules, requisition a special general meeting.
Special general meetings
(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 .....% (max 20%) of the total number of votes able to be cast at a meeting of the co‑operative.
(b) be signed by the requisitioning members (and may consist of several documents in like form each signed by one or more of the requisitioning members); and
(4) A meeting requisitioned by members under these rules must be called and held as soon as practicable and in any case must be held within 2 months after the requisition is served.
(5) If the board does not call a meeting within 35 days after the requisition is served, the following provisions apply —
(a) the requisitioning members (or any of them representing at least half their total voting rights) may call the meeting in the same way, as nearly as possible, as meetings are called by the board;
(b) for that purpose they may ask the co‑operative to supply a written statement of the names and addresses of the persons entitled, when the requisition was served, to receive notice of general meetings of the co‑operative;
(c) the board must send the statement to the requisitioning members within 7 days after the request for the statement is made;
(e) the co‑operative must pay the reasonable expenses incurred by the requisitioning members because of the board’s failure to call the meeting;
(f) any amount required to be paid by the co‑operative is to be retained by the co‑operative out of amounts payable by the co‑operative for fees or other remuneration for their services to the directors who were in default. [s. 195]
Notice of general meetings
(1) At least 14 days notice (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 to every member of any general meeting, in the way stipulated in clause 74.
(2) Notice must be given to the persons who are, under these rules, entitled to receive notices from the co‑operative, but the non‑receipt of the notice does not invalidate the proceedings at the general meeting.
(3) The notice must state the place, day and hour of the meeting and, for special business, the general nature of the business.
(5) Members who together are able to cast at least ..… % (max 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.
(6) In a notice calling a general meeting, the board must include any business members have notified their intention to move at the meeting under subclause (5) (provided the members’ notification has been made under these rules and within time).
[Clause 36 amended: Gazette 2 Dec 2016 p. 5437.]
[37. Deleted: Gazette 2 Dec 2016 p. 5437.]
Business of general meetings
(a) to confirm minutes of the last preceding general meeting (whether annual or special); and
(2) The annual general meeting may also transact special business of which notice has been given to members under these rules.
(3) All business of a general meeting, other than business of the annual general meeting that is ordinary business, is special business.
Quorum at general meetings
(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. [s. 193]
(2) Unless these rules state otherwise ... members present in person, each being entitled to exercise a vote, constitute a quorum. [s. 193]
(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.
(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.
Chairperson at general meetings
(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, then the members present must choose someone from their number to be chairperson (until the chairperson attends and is willing to act).
(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.
Attendance and voting at general meetings
(1) The right to vote attaches to membership and not shareholding.
(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 will vote.
(6) Subject to subclauses (7) and (8), at any general meeting a question for decision must (as provided in section 194 of the Act) be decided on a show of hands of members present at the meeting.
(10) A poll on the election of a chairperson or on the question of adjournment must be taken immediately and without debate.
(11) Once the votes on a show of hands or on a poll have been counted then, subject to subclause (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.
Voting on a show of hands
If the rules do not allow for non‑members to be appointed as proxies, paragraph (d) should be omitted.
Voting on a poll
Determining the outcome where equality of votes
(1) Where the votes in favour and against a resolution are equal, the chairperson of the meeting provided he or she is a member of the co‑operative may exercise a second or casting vote.
(2) Where the chairperson is not a member of the co‑operative or decides not to exercise a casting vote, the outcome of an equality of votes is taken to have been decided in the negative.
Proxy votes
(1) The instrument appointing a proxy must be in writing signed by the appointer or the appointer’s attorney properly authorised in writing.
(2) 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.
**Note for this subclause:
The rules may impose a limit on the number of members for whom a proxy may act.
(6) An instrument appointing a proxy may be in the following form, or another form the board approves*** —
being a member(s)s of the co‑operative appoint ……………….…….
vote for me/us and on my/our behalf at the *annual general/*special
day of ......................……………. 20.……. and at any adjournment of
*Strike out if not applicable.
#To be inserted if desired.
(7) 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.
(8) 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.
Postal ballots
(1) A postal ballot or special postal ballot must be held when required by the Act, these rules or when the members by ordinary resolution approve one.*
Section 188(1) of the Act requires the board to conduct a postal ballot or a special postal ballot for the passing of a special resolution on the written requisition of such number of members who together are able to cast at least 20% (or less if the rules provide) of the total number of votes able to be cast at a meeting of the co‑operative.
Members proposing to give the board a written requisition should familiarise themselves with the requirements in section 188(2).
(2) Subject to sections 185 and 186 of the Act, regulation 9A of the regulations and this clause, a postal ballot or special postal ballot is to be conducted using such method, in such form and returnable in such manner, as the board decides.
(4) The board is to appoint a returning officer to conduct the postal ballot or special postal ballot or, in default of such appointment, the secretary is the returning officer.
(5) At least 21 days prior to the closing date of a postal ballot or special postal ballot*, the returning officer is to send ballot papers (in the form and with such content as the board may approve) to all voting members giving —
Section 186(3) of the Act requires a disclosure statement containing specified information to be included with the other material sent to members in connection with a special postal ballot.
(7) On declaration of the result of the ballot, the secretary must enter the subclause (6) details in the minute book of the co‑operative.
(8) 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.
[Clause 46 amended: Gazette 2 Dec 2016 p. 5437.]
Special and ordinary resolutions
(1) A special resolution is a resolution of which the notice set out in subclause (2) has been given of the intention to propose the resolution as a special resolution and that is passed —
(2) A resolution is not taken to have been passed as a special resolution unless not less than 21 days notice has been given to the members of the co‑operative stating —
(3) A special resolution has effect from the date it is passed, however a special resolution required to be passed by special postal ballot has no effect until registered by the Registrar [s. 180] and no amendment to these rules is to take effect until the amendment is registered by the Registrar. [s. 106(1)]
Board of directors
(1) The business and operations of the co‑operative are to be managed and controlled by the board of directors, and for that purpose the board has and may exercise the powers of the co‑operative as if expressly conferred on the board by a general meeting of the co‑operative.
(2) The board must have …… (at least 3) member directors each of whom must be an individual, whether as a member of the co‑operative, or as a representative of a corporation member, and at least 18 years old.*
The acts of a director are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
[Clause 48 amended: Gazette 2 Dec 2016 p. 5437.]
Qualifications of directors
(b) an employee of the co‑operative or a person qualified under clause 50 to be an independent director.
Independent directors
(1) The board may appoint persons with special skills to be independent directors of the co‑operative on the conditions and for the period the board decides.
(2) The special skills required of an independent director may be specified by the board, and may be varied by the board from time to time, or from appointment to appointment. [s. 199(2)(b)]
(3) An independent director is, subject to this clause, a director of the co‑operative for the period of the appointment.
(5) Unless this clause provides otherwise, all other rules relating to directors apply to an independent director.
(6) On the termination of appointment as independent director by death, retirement, resignation or another way, the independent director stops being a director of the co‑operative.
(7) An independent director is entitled to attend any general meeting of the co‑operative and be heard on any part of the business of the meeting.
(8) An independent director is not entitled to vote at a meeting of directors on a motion about the terms and conditions of his or her appointment, conditions of service or termination of service but may be permitted by the chairperson of the board to speak in relation to the motion.
(9) Despite anything else in these rules a vote is not valid if taken at a meeting of the board of directors unless, when the vote is taken, the number of independent directors present is less than the number of member directors present.
(10) Despite the term of appointment fixed under subclause (1), the appointment of an independent director must be ratified by the members of the co‑operative at the general meeting next after the appointment of the independent director. Ratification must be by a simple majority of members of the co‑operative present and entitled to vote at the meeting.
(11) If the appointment of an independent director is not ratified by the members of the co‑operative, anything done by the independent director since the appointment and up to that time is taken to have been validly done.
(12) Despite the terms of appointment, the members may, by special resolution at a general meeting of members, terminate the appointment of an independent director.
Managing director
(1) The board may, if it considers appropriate, appoint a person to be managing director of the co‑operative and may from time to time remove the person from office. The conditions and the period of appointment must be decided by the board.
(2) The managing director is not counted for clause 48(2).
(3) In all other respects the managing director has all the privileges of a director and all other rules relating to directors apply to the managing director.
(4) On the termination of the appointment as managing director either by death, retirement, resignation or termination by the board, the managing director stops being a director of the co‑operative.
(5) The managing director 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.
First and subsequent directors
Under section 198(2)(b) of the Act, the first directors of a transferred co‑operative are the directors in office at the date of registration under the Act.
(2) The term of office of the first member directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting.
(3) The term of office of member directors elected thereafter, is to commence from the annual general meeting at which they are elected or at which their election is confirmed and ends on the day of the third annual general meeting thereafter.
Each co‑operative is to insert its own rules here in relation to the conduct of elections when electing directors, so that the rules reflect the particular circumstances of that co‑operative.
Removal from office of member director
The co‑operative may by ordinary resolution remove a member director before the end of the member director’s period of office, and may by a simple majority appoint another person in place of the member director. The person appointed must retire when the removed member director would otherwise have retired. [s. 206A]
[Clause 53 amended: Gazette 2 Dec 2016 p. 5437‑8.]
Vacation of office of director
(g) an administrator of the co‑operative’s affairs is appointed under Part 12 Division 4 of the Act.
[Clause 54 amended: Gazette 2 Dec 2016 p. 5438.]
Filling of casual vacancies
(1) The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.*
(2) For the purposes of this clause, a casual vacancy arises if the office of director is vacated under clause 54. [s. 198(3)]
The rules may provide that, in the absence of a director from a meeting of the board, an alternate director may be appointed under section 203 of the Act.
Remuneration
(1) Under section 215 of the Act the directors must not receive remuneration for their services as directors other than fees, concessions and other benefits approved at a general meeting of the co‑operative.
Proceedings of the board
(1) Meetings of the board (including meetings conducted under clause 58) are to be held as often as may be necessary for properly conducting the business and operations of the co‑operative and must be held at least quarterly.
(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.
(5) A meeting of the board of directors may be called by a director giving notice individually to every other director. [s. 201(3)]
(6) 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.
Transaction of business outside board meetings
(a) by the circulation of papers among all the members of the board, and a resolution in writing by a majority of the members is taken to be a decision of the board; or
(b) at a meeting at which members (or some members) participate by telephone, closed‑circuit television or other means, but only if a member who speaks on a matter before the meeting, can be heard by the other members.
(2) For the purposes of this clause the chairperson of the board and each member of the board have the voting rights they have at an ordinary meeting of the board.
(4) The secretary may circulate papers among members of the board for subclause (1)(a) by email, fax or other transmission of the information in the papers concerned.
Quorum for board meetings
(1) The quorum for a meeting of the board is half the number of directors (or if half is not a whole number the whole number next higher than one‑half).
(2) The number of independent directors must be fewer than the number of member directors present at a meeting of the board.
Chairperson of board
The rules of a co‑operative may provide that, in the alternative, the chairperson may be elected at a general meeting of the co‑operative.
(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.
If the rules of the co‑operative provide that the chairperson is elected at a general meeting of the co‑operative, then subclause (3) is to be read so that the removal of a chairperson and the election of a new chairperson is to be done by ordinary resolution at a general meeting.
Delegation and board committees
(d) a committee of members of the co‑operative and other persons if members form the majority of persons on the committee; or
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.
(2) A power delegated under this clause may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.
(3) A delegation under this clause may be given on conditions limiting the exercise of the power delegated, or time or circumstances.
(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 subclause (3) were observed by the director exercising the powers.
(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 5 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.
(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.
[Clause 61 amended: Gazette 2 Dec 2016 p. 5438.]
Other committees
(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.
(2) Clause 61(6) and (7) apply to committees appointed under this clause, with the changes approved of by the board.
(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).
Minutes
Financial year
The financial year of the co‑operative ends on ……………………… .
Seal
(2) The co‑operative must, as required by section 240 of the Act, have the name of the co‑operative appear in legible characters on its common seal and on any official seal. The common seal must be kept at the registered office in the custody that the board directs.
(3) The co‑operative may, under section 47 of the Act, have for use in place of its common seal outside the State, one or more official seals. 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.
(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.
Custody and inspection of records and registers
(1) The co‑operative must have at its registered office and available during normal office hours for inspection by any member free of charge [s. 232(1)] the following —
(d) the register of directors and members;
(e) the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the co‑operative;
(f) the register of memberships cancelled under Part 6 of the Act, required to be kept under section 230(1)(g) of the Act;
Section 233 of the Act sets out the limitations that apply to the use of information on these registers and provides for recovery of loss, damages or profits arising from misuse.
(2) A member may make a copy of the entries in a register mentioned in subclause (1) during normal office hours, [free of charge/for the fee of $ …….. (see Schedule 10 of the regulations for the fee that may be charged)].
[Clause 66 amended: Gazette 2 Dec 2016 p. 5438‑9.]
Accounts
(1) The board must have a financial institution account or accounts, electronic or otherwise, in the name of the co‑operative, into which all amounts received must be paid as soon as possible after receipt.
(2) All cheques drawn on the accounts and all drafts, bills of exchange, promissory notes, and other negotiable instruments for the co‑operative, must be signed by 2 directors or by any 2 persons authorised by the board or authorised by the chief executive officer.
Safe keeping of securities
Shares, 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.
Appointing an auditor — co‑operatives
(1) The board of a co‑operative (unless the co‑operative is a small co‑operative) must appoint an auditor within one month of being registered under the Act, unless an auditor has already been appointed at a general meeting of the co‑operative.
(3) At its first annual general meeting, the co‑operative must appoint an auditor of the co‑operative and at each subsequent annual general meeting must appoint an auditor to fill any permanent vacancy in the office of the auditor.
[Clause 69 amended: Gazette 2 Dec 2016 p. 5439.]
Appointing an auditor — small co‑operatives
(1) The co‑operative, if a small co‑operative, may appoint an auditor at its first annual general meeting and at subsequent annual general meetings to fill a permanent vacancy in the office of the auditor.
(3) The board of a small co‑operative must appoint an auditor within one month of being directed to prepare a financial report and have it audited under either section 244I or 244J of the Act.
(4) An auditor appointed under subclause (3) holds office until the financial report prepared as a result of the direction has been audited and sent to members.
[Clause 70 amended: Gazette 2 Dec 2016 p. 5439.]
Terms of appointment, remuneration and removal of auditors
(b) is removed, or resigns, from office in accordance with section 244ZW of the Act; or
(3) While a casual vacancy in the office of the auditor continues, the surviving or continuing auditor or auditors, if any, may act.
(4) Where there is no surviving or continuing auditor, the board must fill a casual vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office [s. 244ZW], within one month of the vacancy occurring, unless the co‑operative at an annual general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor under this subclause holds office until the next annual general meeting of the co‑operative.
(a) (including a person who is a substantial shareholder in a corporation) who is indebted to the co‑operative (or to a subsidiary corporation of the co‑operative) for an amount that is more than $5 000; or
(8) The board must enable an auditor to have access to all books, accounts, vouchers, securities and documents of the co‑operative and to be given such information as the auditor requires to perform his or her duties as auditor.
(9) An auditor may attend any general meeting of the co‑operative and is entitled to be heard, at any general meeting the auditor attends on any part of the business of the meeting.
(10) An auditor is entitled to receive all notices and other communications relating to a general meeting that any member of the co‑operative is entitled to receive.
[Clause 71 amended: Gazette 2 Dec 2016 p. 5439‑40.]
Co‑operative funds
(1) The board may resolve to 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. [s. 269]
(2) Any part of the surplus arising in a year from the business of the co‑operative or any part of the reserves may be —
(a) paid to a member by way of rebate in proportion to the value of business done by each member with the co‑operative or to profits earned by the co‑operative on business done by each member with the co‑operative; or
(b) applied by the issue of bonus shares to a member in proportion to the value of business done by each member with the co‑operative, to profits earned by the co‑operative on business done by each member with the co‑operative or to shares held by the member; or
(c) paid to a member by way of a dividend of not more than the prescribed amount for the shares held (a limited dividend).
(3) The amount of a rebate or dividend payable to a member under subclause (2)(a) and (c) may, with the consent of the member, be applied —
(a) in payment for the issue to the member of bonus shares; or
(b) as a loan to the co‑operative.
(4) Any part of the surplus arising in any year from the business of the co‑operative may be credited to any person who is not a member, but is qualified to be a member, by way of rebate in proportion to the business, or to profits earned by the co‑operative on business done by him or her with the co‑operative, if —
(a) the person was a member at the time the business was done and the membership has lapsed; or
(b) the person has applied for membership after the business was done. [s. 272(1)]
(5) Nothing in this clause precludes the payment of a bonus to an employee under the terms of the employee’s employment. [s. 272(2)]
(6) A part of the surplus, not more than ……%, arising in any year from the business of the co‑operative may be applied for —
(a) charitable purposes; or
(b) supporting any activity approved by the co‑operative. [s. 270(2)]
(7) In this clause —
surplus means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the co‑operative and future contingencies.
(8) A dividend, rebate or share bonus that accrues to the holder of shares, on which all calls payable have been paid, must be paid to the holder. However, a dividend, share bonus or rebate that accrues to the holder of partially paid up shares must be applied to paying off any subscriptions or calls on shares that may (when the dividend or bonus becomes payable) be payable and unpaid by the holder.
(9) If several persons are registered as joint holders of a share, any one of them may be given a valid receipt for any dividend or other money payable on or for the share.
(10) Unless the Act or rules otherwise provide, interest does not accrue to a member on a dividend or share bonus held by a co‑operative for a member.
Provision for loss
Notices
(1) A notice or other document required under the Act, the regulations or these rules to be given to a member of the co‑operative may be given —
(f) by publishing the notice in a newspaper circulating generally in this State or in the area served by the co‑operative, but only if —
(i) the member’s whereabouts are unknown to the co‑operative; or
(ii) the Registrar permits notice to be given to members of the co‑operative in that way.
(3) If a notice is sent by post, service is taken to be effected by properly addressing, prepaying and posting a letter containing the notice. For a notice of a meeting, service is taken to be effected at the end of 24 hours after the letter containing the notice is posted. Otherwise, service is taken to be effected when the letter would be delivered in the ordinary course of post and, in proving service, it is enough to prove that the envelope containing the notice was properly addressed and posted.
(4) A notice or other document directed to a member and advertised in the newspaper is taken to be given to the member on the day the advertisement appears.
(5) A notice given by fax or other electronic means is taken to have been served, unless the sender’s fax or other electronic device indicates a malfunction in transmission, on the day the notice is sent, if sent on a business day, otherwise on the next business day.
(6) A notice may be given by the co‑operative to the joint holders of a share by giving the notice to the joint holder named first, in the register of members and shares, in relation to the share.
(7) A notice may be given by the co‑operative to the person entitled to a share because of the death, bankruptcy or incapacity of a member by sending it through the post in a prepaid letter addressed to the 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 similar description. The address should be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given, the notice can be given in the way it could have been given if the death, bankruptcy or incapacity had not happened.
(8) Notice of every general meeting must be given, in the same way as authorised in this clause, to —
(a) every member of the co‑operative other than members who have not supplied to the co‑operative an address for giving notices to them; and
(b) every person entitled to a share because of the death, bankruptcy or incapacity of a member, who, but for the member’s death, bankruptcy or incapacity, would be entitled to receive notice of the meeting; and
(9) Except as provided in this clause and in clause 71(10) no other person is entitled to receive notices of general meetings.
[Clause 74 amended: Gazette 2 Dec 2016 p. 5440.]
Winding‑up
(2) If, on the winding‑up or dissolution, there remains any property after the satisfaction of all its 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).
[Clause 75 amended: Gazette 2 Dec 2016 p. 5440.]
Schedule of charges
| Copying entries in register | clause 66(2) |
| Transfer of shares | clause 19(7) |
| Transfer/register of debenture | clause 31(4) |
Note: This certification is signed at the formation meeting that is held after the rules have been approved by the Registrar and returned to the sponsors of the proposed co‑operative.
Schedule 4 — Particulars to be included in registers
[r. 8, 13]
Register of members, directors and shares
(1) The register of members, directors and shares of a co‑operative must contain the following particulars of each member —
(a) the name and address of each member;
(b) the date each member was admitted to the co‑operative;
(c) if the co‑operative has share capital, a statement in relation to each member by whom shares are held of the following —
(i) the number of shares held;
(ii) for partly paid shares — the identifying number of each share held;
(iii) the date the shares were allotted;
(iv) the amount paid or agreed to be considered as having been paid on the shares;
(d) if applicable, the date on which the member’s membership ended;
(e) if shares are purchased under section 163(1) of the Act — a statement of the number of shares purchased and the date the shares were purchased;
(f) if shares are forfeited under section 280 of the Act — a statement of the number of shares forfeited and the date the forfeiture was effected;
(g) if there is a conversion to a co‑operative without share capital — the date of repayment of the share capital or the date of disposal and the name and address of the person or body to whom the share capital was repaid.
(2) The register of members, directors and shares of a co‑operative must contain the following particulars for each director —
(a) the name, date and place of birth, and residential address of each director;
(b) the date of that person’s election or appointment as a director;
(c) whether the director is a member director or an independent director;
(d) if applicable, the date of termination of office.
Register of loans, securities given by, debentures issued by and deposits received by a co‑operative
(1) The register of loans to, securities given by, debentures issued by and deposits received by a co‑operative is required to contain the following particulars for each loan —
(a) the name of the person by whom the loan is made;
(b) the amount of the loan;
(c) the date the loan was received by the co‑operative;
(ca) a reference identifying the account created for the loan;
(cb) the date of each payment made in relation to the loan and the amount of each payment so made;
(d) if the loan is secured by a mortgage of real property — the address and particulars of title of the property and a reference identifying the mortgage agreement;
(e) if the loan is secured other than by a mortgage of real property — particulars of the security given and a reference identifying the agreement that evidences the security;
(ea) the location of the documents relating to the security given in respect of the loan;
(eb) particulars of any movement of those documents from that location;
(f) the date of the final repayment made in relation to the loan.
(2) The register of loans to, securities given by, debentures issued by and deposits received by a co‑operative must contain the following particulars for each debenture issued —
(a) the name and address of each person to whom a debenture is payable;
(b) the number and series of the debenture;
(c) the date of its issue;
(d) the amount of the debenture;
(e) the rate of interest;
(f) the dates of payment of principal;
(g) the place of payment;
(h) the name of the trustee (if applicable);
(ha) the ledger folio;
(hb) the name and address of any transferor;
(i) the date of any transfer;
(j) the redemption value.
(3) The register of loans to, securities given by, debentures issued by and deposits received by a co‑operative must contain the following particulars for each deposit received by the co‑operative —
(a) the name and address of the depositor;
(b) the date of receipt;
(c) the amount deposited;
(d) the rate of interest (if any);
(e) the amount repaid;
(f) the date of conversion to shares, debentures or CCUs (if applicable);
(g) the due date for repayment;
(h) the balance owing (if any).
[Clause 2 amended: Gazette 2 Dec 2016 p. 5440‑2.]
Register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by a co‑operative
(1) The register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by a co‑operative must contain the following details for each person —
(a) the person’s full name and address;
(b) whether the person —
(i) has given a loan or deposit to the co‑operative; or
(ii) holds securities given by the co‑operative; or
(iii) holds debentures issued by the co‑operative;
(c) a reference to the relevant entry in the register of loans to, securities given by, debentures issued by and deposits received by the co‑operative.
(2) The details required by subregulation (1) for a person are not required to be included in the register to the extent another register kept by the co‑operative includes the details referred to in subregulation (1)(b) and (c) and includes the person’s name and the address of the person in relation to those details.
[Clause 3 amended: Gazette 2 Dec 2016 p. 5442.]
Register of loans made or guaranteed by and securities taken by a co‑operative
(1) The register of loans made or guaranteed by and securities taken by a co‑operative must contain the following details for each loan made —
(a) the name of each member to whom a loan is made;
(b) the amount of the loan;
(c) the date the loan was approved;
(d) if the loan is secured by a mortgage of real property — the address and particulars of title of the property and a reference identifying the mortgage agreement;
(e) if the loan is secured otherwise than by a mortgage of real property — particulars of the security taken and a reference identifying the agreement that evidences that security;
(f) the date of the final repayment made in relation to the loan.
(2) The register of loans made or guaranteed by and securities taken by a co‑operative must contain the following particulars for each loan guaranteed by the co‑operative —
(a) the name of the member;
(b) the name of the lender;
(c) the amount of the loan;
(d) the date of the guarantee;
(e) the security documents held and any other information necessary to identify the parties to the security documents;
(f) the due date for repayment.
4A. Register of CCUs
(1) The register of CCUs issued by a co‑operative must contain the following particulars —
(a) the date of the resolution approving the terms of issue of each CCU;
(b) the name and address of the holder of each CCU;
(c) the name or code that identifies each CCU or, if a CCU is part of a series, the name or code that identifies the series;
(d) the terms of issue of each CCU, including but not limited to —
(i) the face value (if any) of the CCU;
(ii) the issue value of the CCU;
(iii) details of entitlement to repayment of capital in relation to the CCU;
(iv) details of entitlement to interest on capital (whether cumulative or non‑cumulative interest);
(v) details of entitlement (if any) to participate in surplus assets and profits on a winding up of the co‑operative;
(vi) details of how capital and interest on capital are to rank on a winding up of the co‑operative;
(vii) the date and manner of redemption, including the redemption value (if known);
(e) if a CCU is transferred — the name and address of the transferee;
(f) whether there is a limit on the total holdings of CCUs that may be acquired by persons who are not members of the co‑operative and, if there is a limit, what the limit is.
[Clause 4A inserted: Gazette 2 Dec 2016 p. 5443.]
Register of memberships cancelled
(1) The register of memberships cancelled under Part 6 of the Act must contain the following particulars for each member whose membership is cancelled —
(a) the name and address of the member;
(b) if the whereabouts of the member are known —
(i) the date of the member’s last active dealing with the co‑operative; and
(ii) the date of giving the required notice to the member;
(c) if the whereabouts of the member are unknown, the date when the required period of the member’s whereabouts being unknown commenced;
(d) the date of the board’s resolution cancelling membership.
(2) The register of memberships cancelled under Part 6 of the Act must, if the co‑operative has a share capital, contain the following additional particulars for each member whose membership is cancelled —
(a) the amount subscribed in respect of the shares forfeited;
(b) if the whereabouts of the member are unknown and the amount required to be repaid to the member in respect of the cancelled membership exceeds $100 —
(i) the date of publication of the required notice in a newspaper; and
(ii) the name of the newspaper;
(c) the date of the board’s resolution forfeiting the shares;
(d) if the date fixed by the board resolution for repayment of the amount paid up on shares is within 12 months of forfeiture —
(i) the date of repayment; or
(ii) the date and nature of the application of the amount under section 127 of the Act;
(e) if the amount due is to be transferred to a debenture, CCU or deposit account —
(i) the date of repayment; and
(ii) the date of transfer to such an account.
[Clause 5 amended: Gazette 2 Dec 2016 p. 5444‑5.]
[Schedule 5 deleted: Gazette 2 Dec 2016 p. 5445.]
Schedule 6 — Undesirable matter for names
[r. 17]
1. Names that are likely to be confused with or mistaken for —
(a) a name reserved or registered under the Corporations Act or registered under the Business Names Registration Act 2011 (Commonwealth); or
(b) the name of any of the following registered in Western Australia —
an incorporated association
a building society
a co‑operative
a foreign co‑operative
Example:
It may be unsuitable for a co‑operative to be called Hypothetical Co‑operative Limited if a corporation known as Hypothetical Limited already exists.
2. Names that are misleading in relation to the nature, objects or purposes of the businesses conducted or to be conducted under the names or any other matter.
3. Names that may be offensive to members of the public or a section of the public.
4. Names containing the following words or phrases, any abbreviation of them or any similar words, phrases or abbreviations —
aboriginal corporation
aboriginal council
building society
chamber of commerce
chamber of industry
chamber of manufacturers
chartered
college of advanced education
consumer
co‑operative housing society
credit co‑operative
credit society
credit union
executor
foreign society
friendly society
futures exchange
guarantee
incorporated
institute of advanced education
made in Australia
savings
Starr Bowkett
stock exchange
Torres Strait Islander corporation
trust
trustee
university.
5. Names that in the context in which they are proposed to be used are capable of suggesting either of the following —
(a) a connection with a member of the Royal Family if that connection does not exist;
(b) that Royal patronage has been received when this is not the case.
6. Names that, in the context in which they are proposed to be used, are capable of suggesting a connection with the State, the Government of the Commonwealth or a State or another part of the Queen’s dominions, possessions or territories.
7. Names that include the words ‘Commonwealth’ or ‘federal’.
8. Names that in the context in which they are proposed to be used, are capable of suggesting a connection with the government of a foreign country.
9. Names that in the context in which they are proposed to be used, are capable of suggesting a connection with a department, authority or instrumentality of the government of the Commonwealth or a State or with a local government.
10. Names that in the context in which they are proposed to be used are capable of suggesting either of the following —
(a) connection with an ex servicemen’s organisation if that connection does not exist;
(b) that the members of an organisation are totally or partially incapacitated when this is not the case.
11. Names that are subject to restrictions under Commonwealth Acts including, but not limited to the following —
(a) International Organisations (Privileges and Immunities) Act 1963 to the extent it prevents assumption or use in connection with a trade, business, profession, calling or occupation, of the name or an abbreviation of the name of the United Nations or any other prescribed international organisation;
(b) Banking Act 1959 to the extent it prevents the assumption or use, in relation to financial business, of ‘bank’, ‘banker’, or ‘banking’ or any similar word;
(c) Protection of Word “Anzac” Regulations to the extent it prevents the assumption or use of the word ‘Anzac’ or any word resembling it in connection with any trade, business, calling or profession, any entertainment, lottery or art union or as the name or part of the name of a private residence, boat, vehicle or charitable or other institution, or any building of the institution;
(d) Defence (Prohibited Words and Letters) Regulations 1957 to the extent it prohibits the use in connection with a trade, business, calling or profession or by an organisation or body of persons of the words and letters set out in the regulations (being words and letters indicative of a part of the armed forces of Australia);
(e) Scout Association Act 1924 to the extent it prevents the use of the name ‘Scout Association’ or any name implying that any other society or body is the association or a branch of the association;
(f) Geneva Conventions Act 1957 to the extent it prevents the use of ‘Red Cross’, ‘Geneva Cross’, ‘Red Crescent’ or ‘Red Lion and Sun’ or wording resembling any of those expressions.
12. Names that are subject to restrictions under Western Australian Acts including, but not limited to, the following —
(a) Architects Act 2004;
(b) Health Practitioner Regulation National Law (Western Australia);
(c) Legal Profession Uniform Law (WA);
(d) Licensed Surveyors Act 1909;
(e) Pharmacy Act 2010;
(f) Police Act 1892;
(g) Veterinary Practice Act 2021.
[Schedule 6 amended: Gazette 22 Jun 2012 p. 2778; 27 Nov 2012 p. 5733; SL 2022/96 r. 6; SL 2022/115 r. 6.]
Schedule 7 — Information for explanatory statements
[r. 34]
In this Schedule —
explanatory statement includes a draft explanatory statement;
internal creditor, of a co‑operative, means a creditor who is —
(a) a member of the co‑operative; or
(b) a relative or spouse of a member of the co‑operative; or
(c) a relative of the spouse of a member of the co‑operative;
scheme means the proposed compromise or arrangement;
scheme co‑operative means a co‑operative to which a scheme applies;
scheme creditor means a creditor or class of creditors of a co‑operative to whom the scheme is to apply;
scheme member means a member or class of members of a scheme co‑operative.
Information about proposed compromise or arrangement with creditors
(1) If the proposed compromise or arrangement is with creditors, the information the explanatory statement must include in relation to the proposed compromise or arrangement is —
(a) the expected dividend that would be available to scheme creditors if the co‑operative were to be wound‑up within 6 months after the date of hearing of the application to the Supreme Court under section 339 of the Act; and
(b) if a composition of debts is proposed — the expected dividend that would be paid to scheme creditors if the scheme were put into effect; and
(c) a list of the names of all known scheme creditors and the debts owed to them; and
(d) if a scheme creditor is known to be a guaranteed creditor — the name of the creditor and the amount of the debt owed to the creditor; and
(e) if a scheme creditor is known to be an internal creditor — the name of the creditor and the amount of the debt owed to the creditor.
(2) The explanatory statement must also state that an order under section 339 of the Act is not an endorsement of, or expression of opinion on, the scheme.
(3) The statement must also contain or include —
(a) a report of the co‑operative in the approved form, showing the financial position of the co‑operative at a day, within one month before the day the intended application under section 339 of the Act is to be made to the court; and
(b) a copy, certified by a director or the principal executive officer or secretary of the co‑operative to be a true copy, of all accounts, including any group accounts, required to be laid before the co‑operative at its annual general meeting; and
(c) a copy of each document required by law to be attached to the accounts mentioned in paragraph (b); and
(d) if the scheme co‑operative is a trustee — a statement —
(i) of the number of trusts the trustee administers; and
(ii) whether the trustee carries on any business separate from the trust; and
(iii) how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, before the date of the meeting;
and
(e) if any person who would be appointed to manage the scheme proposes to charge for his or her services and services of his or her staff under a particular scale of charges — the scale of charges.
Information about proposed compromise or arrangement with members or class of members
(1) If the proposed compromise or arrangement is with members or a class of members, the information the explanatory statement must include in relation to the proposed compromise or arrangement is —
(a) unless paragraph (b) applies — in relation to each director of the co‑operative —
(i) whether the director recommends accepting or rejecting the scheme and the reasons for the recommendation; or
(ii) if the director is not available to consider the scheme — that the director is not available to consider the scheme and the reasons the director is not available to consider it; or
(iii) in any other case — that the director does not wish to make, or does not consider himself or herself justified in making, a recommendation and, if the director requires, the reasons for not making a recommendation;
or
(b) if the co‑operative is not being wound‑up or is under official management — in relation to each liquidator or official manager —
(i) whether the liquidator or official manager recommends accepting or rejecting the scheme and the reasons for the recommendation; or
(ii) if the liquidator or official manager does not wish to make a recommendation — the reasons for not wishing to make the recommendation.
(2) The statement must also include —
(a) the number, description and amount of marketable securities of the co‑operative the subject of the scheme held by or for each director of the co‑operative or, if none are held by or for the director, a statement to that effect; and
(b) whether each director of the co‑operative who holds shares, or for whom shares are held, in the co‑operative —
(i) intends to vote for or against the scheme; or
(ii) has not decided whether to vote for or against the scheme;
and
(c) if the other party to the proposed reconstruction or amalgamation is or includes a corporation — whether any marketable securities of the corporation are held by or for a director of the scheme co‑operative and, if so, the number, description and amount of the marketable securities; and
(d) particulars of any payment or other benefit that is proposed to be made or given to —
(i) any director, principal executive officer or secretary of the scheme co‑operative as compensation for loss of, or as consideration for his or her retirement from, office in the co‑operative or a related corporation; or
(ii) any director, principal executive officer or secretary of a related corporation as compensation for loss of, or as consideration for his or her retirement from, office in the related corporation or the scheme co‑operative;
and
(e) if there is any other agreement or arrangement made between a director of the scheme co‑operative and another person in relation to or conditional on the outcome of the scheme — particulars of the agreement or arrangement; and
(f) if the object of the scheme is for a co‑operative to acquire control of another corporation that is a company — particulars of the nature and extent of any interest of a director of the company in any contract entered into by the co‑operative; and
(g) whether, within the knowledge of —
(i) the directors of the co‑operative the subject of the scheme; or
(ii) if the co‑operative is in liquidation or under official management — the liquidator or official manager,
the financial position of the co‑operative has materially changed since the date of the last balance sheet laid before the co‑operative in a general meeting and if so, full particulars of the change; and
(h) any other information material to making a decision in relation to the scheme, being information that has not previously been disclosed to the scheme members and is within the knowledge of any director, liquidator or official manager of a scheme co‑operative or a related scheme.
(3) If —
(a) the other party to the proposed reconstruction or amalgamation of the scheme co‑operative has a prescribed shareholding in the co‑operative; or
(b) a director of any corporation that is the other party to the proposed reconstruction or amalgamation is a director of a scheme co‑operative,
the statement must include a copy of a report made by an expert who is not associated with the corporation that is the other party, stating whether or not, in his or her opinion, the proposed scheme is in the best interests of the members of the scheme co‑operative and the reasons for the opinion.
(4) If the scheme co‑operative obtains 2 or more reports, each of which could be used for the purposes of subclause (3), the statement must include a copy of each report.
(5) If —
(a) the scheme co‑operative obtains a report for the purposes of subclause (3); and
(b) the report contains —
(i) a forecast of the profits or profitability of the co‑operative; or
(ii) a statement that the market value of an asset or assets of the co‑operative or a related corporation differs from an amount at which the value of the asset or assets is shown in the books of the co‑operative or the related corporation,
the report must not be included in the statement without the written consent of the Registrar and in accordance with any conditions of the consent.
(6) For the purposes of subclause (3) —
(a) a person has a prescribed shareholding in a co‑operative if the person is entitled to at least 30% of the issued shares in the co‑operative; and
(b) a person has a prescribed shareholding in a co‑operative in which the shares are divided into 2 or more classes of shares if the person is entitled to at least 30% of the shares in one of those classes.
(7) If all or part of the consideration to be offered to a scheme member consists of marketable securities issued, or to be issued, by a corporation, the statement must set out the formula to be applied to find out the number of marketable securities to be issued to each scheme member and the basis on which the formula was developed.
(8) If marketable securities of the same class as those mentioned in subclause (7) are granted official quotation on a securities exchange, the statement must state the fact, specify the securities exchange concerned, and state —
(a) the latest recorded sale price before the date the statement is sent to the Registrar; and
(b) the highest and lowest recorded sale prices in the 3 months immediately before the date the statement is sent to the Registrar and the dates of the relevant sales; and
(c) if the scheme has been the subject of a public announcement in newspapers or in any other way before the statement was sent to the Registrar — the latest recorded sale price immediately before the public announcement.
(9) If the marketable securities mentioned in subclause (8) are granted official quotation on more than one securities exchange, it is enough compliance with subclause (8)(a) and (c) if information on the marketable securities is given for the securities exchange at which there has been the greatest number of recorded dealings in the securities in the 3 months immediately before the date the statement is sent to the Registrar.
(10) However, if the securities have not been granted official quotation on a securities exchange, the statement must include all the information a director, liquidator or official manager of the scheme co‑operative or of a related corporation has about the number of securities sold in the 3 months immediately before the explanatory statement was prepared and the price of the securities or, if the information or any part of it cannot be found, a statement to that effect.
(11) The statement must include particulars of the intentions of the directors of the co‑operative the subject of the scheme in relation to —
(a) the continuation of the business of the co‑operative or, if the undertaking of the co‑operative or any part of the undertaking is to be transferred, how the undertaking or the part of the undertaking is to be conducted in the future; and
(b) any major changes to be made to the business of the co‑operative, including any redeployment of fixed assets of the co‑operative; and
(c) the future employment of the present employees of the co‑operative.
Schedule 7A — Forms: notices about acquisition of shares
[r. 35 and 36]
[Heading inserted: Gazette 2 Dec 2016 p. 5445.]
Form 1 — Compulsory acquisition notice (s. 355(1))
To: (name of dissenting shareholder) of: (address of dissenting shareholder)
A. The transferee (insert name of person giving notice) on (insert date) made an offer to the holders of *shares in (insert name of co‑operative) Co‑operative Limited/*shares included in a class of shares in (insert name of co‑operative) Co‑operative Limited for the transfer of those shares to the transferee, not being an offer made under a scheme or contract to which Part 11 Division 2 of the Act applies; andB. The scheme or contract involving the transfer of those shares to the transferee was on or before (insert date) approved by the holders of at least 90% in nominal value of all the shares concerned, other than excluded shares; andC. You are a dissenting shareholder.
The transferee gives you notice under section 355(1) of the Act that the transferee desires to acquire those shares held by you.
You are entitled under section 355(2) of the Act to ask the transferee, by written notice given to the transferee within one month after the day on which this notice is given, to give you a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members.
*4. You are entitled not later than the expiration of 28 days after the date on which this notice is given or 14 days after the date on which a statement is supplied to you under section 355(2) of the Act, whichever is the later, to elect, by notice to the transferee, which of the alternative terms offered to the approving shareholders under the scheme or contract you prefer. The alternative terms are as follows: (insert details)
Unless, on application made by you within 28 days after the date on which this notice is given or within 14 days after a statement is supplied to you under section 355(2) of the Act, the Supreme Court otherwise orders, the transferee will be entitled and bound, subject to section 355(2), to acquire your shares —
(a) on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee; or (b) if alternative terms were offered —
(i) on the terms for which you have elected; or (ii) if you have not so elected, on whichever of those terms the transferee determines unless the Supreme Court otherwise orders.
Dated .............. ......................................................................
Signature of transferee
Strike out words not applicable.
Form 2 — Notice to remaining shareholders (s. 357(1)(a))
To: (name of remaining shareholder) of: (address of remaining shareholder)
A. The transferee (insert name of person giving notice) on (insert date) made offers to the holders of *shares in (insert name of co‑operative) Co‑operative Limited/*shares included in a class of shares in (insert name of co‑operative) Co‑operative Limited for the transfer of those shares to the transferee, not being offers made under a scheme or contract to which Part 11 Division 2 of the Act applies; andB. Under the scheme or contract the transferee became on (insert date) beneficially entitled to shares in that co‑operative which together with any other shares in that co‑operative to which the transferee, or the transferee and any body corporate related to the transferee, is beneficially entitled, comprise or include 90% in nominal value of the shares concerned; and C. You are the holder of remaining shares *in that co‑operative/*included in that class of shares in that co‑operative and have not assented to the scheme or contract or been given notice in respect of those shares by the transferee under section 355(1) of the Act.
The transferee gives you notice under section 357(1)(a) of the Act that under that scheme or contract the transferee on (insert date) became beneficially entitled to shares in (insert name of co‑operative) Co‑operative Limited and those shares together with any other shares in that co‑operative to which the transferee, or the transferee and any body corporate related to the transferee, is beneficially entitled, comprise or include 90% in nominal value of the shares *in that co‑operative/*included in that class of shares in that co‑operative.
You are entitled under section 357(1)(b) of the Act within 3 months after being given this notice, by notice to the transferee to require the transferee to acquire your shares.
*4. You are entitled under section 357(1)(b) of the Act, within 3 months after being given this notice to elect by notice to the transferee which of the alternative terms offered to the approving shareholders under the scheme or contract you will accept. The alternative terms are as follows: (insert details)
If you require the transferee to acquire the shares held by you, the transferee will be entitled and bound to acquire those shares —
(a) on the terms on which the scheme or contract were offered to the approving shareholders; or (b) if alternative terms were offered —
(i) on the terms for which you have elected; or (ii) if you have not so elected, on whichever of those terms the transferee determines; or
(c) on such other terms as are agreed or as the Supreme Court on the application of the transferee or of yourself orders.
Dated .............. ......................................................................
Signature of transferee
** Strike out words not applicable.*
[Schedule 7A inserted: Gazette 2 Dec 2016 p. 5445‑8.]
Schedule 7B — Form: notice under section 408(1)
[r. 38B]
[Heading inserted: SL 2020/256 r. 6.]
Form 1 — Notice requiring production of documents or attendance to answer questions (s. 408(1))
| To | [Insert name of co‑operative or person who is involved in the activities of the co‑operative.] |
| Address | |
| Attention | [Delete if not required.] |
| Requirement | You are required under the Co‑operatives Act 2009 section 408 to:<br>• produce the documents specified in the annexure to the inspector at the time and place specified below; or<br>• attend before the inspector at the time and place specified below to answer questions relating to the promotion, formation, membership, control, transactions, dealings, business or property of [insert name of co‑operative].<br>[Delete or strike through dot point if not required.] |
| When to produce documents/attend | [Specify relevant time.] |
| Where to produce documents/attend | [Specify relevant place.] |
| Self‑incrimination | If a statement made in response to this notice might tend to incriminate you, you should seek legal advice. See the Co‑operatives Act 2009 section 411 for details about statements that might tend to incriminate. |
| Issuing details | Inspector: [Insert name of inspector appointed under the Co‑operatives Act 2009 section 400.]<br>An identity card has been given to the inspector and must be produced or displayed in the circumstances set out in the Co‑operatives Act 2009 section 403.<br>Office: Department of Mines, Industry Regulation and Safety, Consumer Protection Division<br>Address:<br>Contact:<br>Signature:<br>Date: |
[Schedule 7B inserted: SL 2020/256 r. 6.]
[Schedule 8 deleted: Gazette 2 Dec 2016 p. 5448.]
Schedule 9 — Holders of prescribed offices
[r. 41]
[Heading inserted: Gazette 2 Dec 2016 p. 5449.]
Commonwealth
1. The Treasurer
2. A trustee under the Bankruptcy Act 1966 (Commonwealth) Part IV, X or XI
3. Each of the following officers of the Australian Securities and Investments Commission under the Australian Securities and Investments Commission Act 2001 (Commonwealth) —
(a) the chairperson, deputy chairperson or member of the commission;
(b) president or member of the takeovers panel
Australian Capital Territory
4. Registrar or judicial officer of the Australian Capital Territory Supreme Court
5. Treasurer
6. The public trustee under the Public Trustee Act 1985 (Australian Capital Territory)
New South Wales
7. Treasurer
8. The New South Wales trustee and guardian
9. A registrar or judicial officer of the Supreme Court of New South Wales
10. The supervisor of loan fund companies under the Loan Fund Companies Act 1976 (New South Wales)
Northern Territory
11. Treasurer
12. Public trustee
13. A registrar or judicial officer of the Supreme Court of the Northern Territory
Queensland
14. Treasurer
15. Public trustee
16. A registrar or judicial officer of the Supreme Court of Queensland
South Australia
17. Treasurer
18. Public trustee
19. A registrar or judicial officer of the Supreme Court of South Australia
Tasmania
20. Treasurer
21. Public trustee
22. A registrar or judicial officer of the Supreme Court of Tasmania
Victoria
23. Treasurer
24. State Trustees within the meaning of the State Trustees (State Owned Company) Act 1994 (Victoria)
25. A registrar or judicial officer of the Supreme Court of Victoria
Western Australia
26. Treasurer
27. Public trustee
28. A registrar or judicial officer of the Supreme Court of Western Australia
[Schedule 9 inserted: Gazette 2 Dec 2016 p. 5449-51.]
Schedule 10 — Fees
[r. 42]
Fees and late filing fee
(1) The fees set out in the Table are payable for the corresponding item in that Table.
(2) A fee that is marked with an asterisk may incur an additional fee imposed by the Registrar for late filing of a document required to be filed under the Act.
(3) The additional fee in subclause (2) is —
(a) $80.00 — where the document is filed less than 28 days late;
(b) $320.00 — where the filing of the document is 28 days late or longer.
Table
No.
Item giving rise to a fee
Fee ($)
1.
Submission of proposed disclosure statement for approval under section 16, 146, 186, 252, 255, 300 or 392 of the Act
433.00
2.
Submission of proposed rules for approval under section 17 of the Act
212.00
3.
Application for registration of or as a co‑operative under section 18 or 23 of the Act
201.00
4.
Duplicate certificate of registration issued under section 34 of the Act
52.00
5.
Uncertified copy of rules under section 99(3) of the Act —<br>(a) for the first page<br>(b) for each additional page<br>Maximum fee
18.00<br>1.90<br>86.60
6.
Submission of proposed alteration of rules for approval under section 103 of the Act, for each rule to be altered<br>Maximum fee
20.00<br>198.00
7.
Application for registration of alteration of rules under section 106 of the Act
52.00
8.
Application for exemption under section 139 or 296 of the Act
349.00
9.
Application for review of right of member to vote under section 171 of the Act
162.00
10.
Lodgment fee for lodgment of special resolution under section 181 of the Act
50.00
11.
Application to keep register at an office approved by the Registrar under section 231(1)(d) of the Act
43.00
12.
Giving notice of appointment or cessation of appointment of a person as director, chief executive officer or secretary under section 234 of the Act
Nil*
13.
Approval of the registration of a name as mentioned in section 238(4) of the Act
84.50
14.
Providing written notice of a new address under section 243(3) of the Act
Nil*
15.
Lodgment of annual return under section 244ZB of the Act
50.00*
16.
Lodgment of financial report under section 244ZC of the Act
Nil*
17.
Lodgment of half‑year report under section 244ZD of the Act
Nil*
18.
Registrar’s statement of maximum permissible level of share interest as mentioned in section 278(2) of the Act
332.00
19.
Approval of resolution by the Registrar as mentioned in section 278(5) of the Act
162.00
20.
Application for extension of time as mentioned in section 292(5) of the Act
102.00
21.
Application for Registrar’s consent as mentioned in section 299(2) or 391(3)(a) of the Act or Schedule 7 clause 3(5) to these regulations
84.50
22.
Application for approval of a merger or transfer of engagements under section 302, 303, 394 or 395 of the Act
332.00
23.
Approval of an explanatory statement under section 350(1) of the Act
778.40
24.
Lodgment of office copy of order under section 352(5) of the Act
Nil*
25.
Application to have the Registrar call a special meeting under section 444 of the Act
332.00
26.
Application for the Registrar to grant an extension of or to abridge time under section 449 of the Act
97.00
27.
Inspection of register or prescribed documents under section 457(1)(a) or (b) of the Act
20.00
28.
Uncertified extract or copy of a document under section 457(1)(c) or (e) of the Act —<br>(a) for the first page<br>(b) for each additional page<br>Maximum fee
17.80<br>1.90<br>86.60
29.
Certified copy of a document under section 457(1)(d) of the Act —<br>(a) for the first page<br>(b) for each additional page
38.00<br>3.30
30.
Application for permission to give notice by newspaper under section 484(2)(f)(iii) of the Act
86.50
31.
Lodgment of managing controller’s report under Schedule 4 clause 12(2) to the Act
Nil*
32.
Inspection of managing controller’s report under Schedule 4 clause 12(3)(b) to the Act
16.00
33.
Lodgment of receiver’s report under Schedule 4 clause 13(1)(c) to the Act
Nil*
34.
Lodgment of notice of obtaining an order for the appointment of a receiver under Schedule 4 clause 18(1)(a) to the Act
Nil*
35.
Lodgment of notice of the appointment of a person to enter into possession or take control of property of a co‑operative under Schedule 4 clause 18(2)(a) to the Act
Nil*
36.
Lodgment of notice that a person has entered into possession or taken control of property of a co‑operative under Schedule 4 clause 18(3)(a) to the Act
Nil*
37.
Lodgment of notice of change in the situation of the controller’s office under Schedule 4 clause 18(5) to the Act
Nil*
38.
Lodgment of notice of cessation as controller under Schedule 4 clause 18(6)(a) to the Act
Nil*
39.
Lodgment of copy of report of the reporting officers under Schedule 4 clause 20(2)(c)(i) to the Act
Nil*
40.
Lodgment of copy of extension notice given by controller under Schedule 4 clause 20(4) to the Act
Nil*
41.
Lodgment of copy of court order granting extension under Schedule 4 clause 20(5) to the Act
Nil*
42.
Lodgment of copy of controller’s account under Schedule 4 clause 23(1) to the Act
Nil*
43.
Application to the Registrar for —<br>(a) an exemption under section 111AT of the Corporations Act as applied by section 250 of the Act; or<br>(b) a declaration or exemption under section 283GA or 741 of the Corporations Act as applied by section 250 of the Act
332.00
44.
Lodgment of disclosure document under section 718 of the Corporations Act as applied by section 250 of the Act
2 335.15
45.
Lodgment of supplementary or replacement disclosure document under section 719 of the Corporations Act as applied by section 250 of the Act
Nil*
46.
Application for the Registrar to exercise the powers conferred by section 601AE(2) or 601AF of the Corporations Act as applied by section 316 of the Act
332.00
47.
Lodgment of any other document under the Corporations Act as applied by the Act
Nil*
48.
Lodging documents or making applications for the Registrar to exercise a power or do something under the Act for which no other fee is prescribed
41.00
[Schedule 10 amended: Gazette 22 Jun 2011 p. 2351‑6; 27 Jun 2013 p. 2673-6; 23 Jun 2015 p. 2168‑9; 2 Dec 2016 p. 5451; 23 Jun 2017 p. 3233‑5; 25 Jun 2018 p. 2337; 18 Jun 2019 p. 2091‑95; SL 2021/86 r. 23; SL 2022/59 r. 12; SL 2023/35 r. 14; SL 2024/96 r. 13; SL 2025/89 r. 12.]
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Notes
This is a compilation of the Co-operatives Regulations 2010 and includes amendments made by other written laws. For provisions that have come into operation, and for information about any reprints, see the compilation table.
Compilation table
Citation
Published
Commencement
Co-operatives Regulations 2010
13 Aug 2010 p. 3765-970
r. 1 and 2: 13 Aug 2010 (see r. 2(a)); Regulations other than r. 1 and 2: 1 Sep 2010 (see r. 2(b) and Gazette 13 Aug 2010 p. 3975)
Co-operatives Amendment Regulations 2011
22 Jun 2011 p. 2351‑6
r. 1 and 2: 22 Jun 2011 (see r. 2(a)); Regulations other than r. 1 and 2: 1 Jul 2011 (see r. 2(b))
Co-operatives Amendment Regulations (No. 2) 2012
22 Jun 2012 p. 2777‑8
r. 1 and 2: 22 Jun 2012 (see r. 2(a)); Regulations other than r. 1 and 2: 23 Jun 2012 (see r. 2(b))
Co-operatives Amendment Regulations 2012
27 Nov 2012 p. 5733
27 Nov 2012
Co-operatives Amendment Regulations 2013
27 Jun 2013 p. 2673-6
r. 1 and 2: 27 Jun 2013 (see r. 2(a)); Regulations other than r. 1 and 2: 1 Jul 2013 (see r. 2(b))
Co-operatives Amendment Regulations 2015
23 Jun 2015 p. 2167‑9
r. 1 and 2: 23 Jun 2015 (see r. 2(a)); Regulations other than r. 1 and 2: 1 Jul 2015 (see r. 2(b))
Co‑operatives Amendment Regulations 2016
2 Dec 2016 p. 5407-52
r. 1 and 2: 2 Dec 2016 (see r. 2(a)); Regulations other than r. 1 and 2: 1 Jan 2017 (see r. 2(b))
Commerce Regulations Amendment (Fees and Charges) Regulations 2017 Pt. 8
23 Jun 2017 p. 3213‑52
1 Jul 2017 (see r. 2(b))
Co‑operatives Amendment Regulations 2017
4 Aug 2017 p. 4307-8
r. 1 and 2: 4 Aug 2017 (see r. 2(a)); Regulations other than r. 1 and 2: 5 Aug 2017 (see r. 2(b))
Reprint 1: The Co-operatives Regulations 2010 as at 6 Oct 2017 (includes amendments listed above)
Commerce and Industrial Relations Regulations Amendment (Fees and Charges) Regulations 2018 Pt. 7
25 Jun 2018 p. 2325‑53
1 Jul 2018 (see r. 2(b))
Commerce Regulations Amendment (Fees and Charges) Regulations 2019 Pt. 7
This work is licensed under a Creative Commons Attribution 4.0 International Licence (CC BY 4.0). To view relevant information and for a link to a copy of the licence, visit www.legislation.wa.gov.au.