Building Societies Acts Amendment Act of 1968 (Qld)

177 QLlnms Iaxtt^ ANNO SEPTIMO DECIMO ELIZABETHAE SECUNDAE REGINAE No. 18 of 1968 An Act to Amend " The Building Societies Acts , 1886 to 1967," in certain particulars [ASSENTED To 22ND APRIL, 1968] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. (1) Short title . This Act may be cited as " The Building Societies Acts Amendment Act of 1968." (2) Principal Act. " The Building Societies Acts, 1886 to 1967," are in this Act referred to as the Principal Act. (3) Collective title . The Principal Act and this Act may be collectively cited as " The Building Societies Acts, 1886 to 1968."

178 Building Societies Acts Amendment Act of 1968, No. 18 2. Amendment of s. 2 . Section two of the Principal Act is amended by- (a) omitting the definition " Committee of Management " and inserting in its stead the following definitions:- ""Board"-The Board of Directors of a Registered Society and in relation to a Building Society registered prior to the passing of " The Building Societies Acts Amendment Act of 1968 " includes the managing body of such society defined theretofore as the committee of management thereof; " Director "-The Director of a Registered Society and in relation t"o T a h R e e B g u i i s l t d e i r n e g d S S o o c c i i e e t t i y es re A g c i t s s te A re m d e p n r d i m or e t n o t t A h c e t p o a f ssi1n9g68o"f includes any person who theretofore was a member of the committee of management of such society; " Officer "-Includes director, secretary or other person empowered under the rules to act or give directions in regard to the business or affairs of a Registered Society; "Advertisement "-An advertisement in or by any medium inviting business or making known the activities of the Registered Society or the association or society proposing to be registered as a Registered Society named therein and includes a circular or handbill inviting business or making known the activities of a Registered Society and " advertise has a corresponding meaning; " Starr-Bowkett Society "-A Building Society which by its Rules determines by lot (whether on every or any occasion) the members who may borrow money therefrom; "; (b) omitting the definition " Secretary " and inserting in its stead the following definition- " " Crown Law Officer "-The Attorney-General, Minister for Justice or Solicitor-General;"; and (c) omitting the definition " Certifying Barrister ". 3. Repeal of s. 3 and insertion of new ss . 3, 3A & 3B. (1) The Principal Act is amended by repealing section three and inserting in its stead the following sections:- " [3.] Formation of new societies . (1) Subject to this Act any twenty-five or more persons may form a Building Society. (2) A Building Society shall be formed in the following manner:- (a) Twenty-five or more persons shall be present at a meeting called for the purpose of forming the Building Society and at every subsequent and adjourned meeting called or adjourned for that purpose; (b) at that meeting or at any such subsequent or adjourned meeting there shall be presented a copy of the rules intended for registration; (c) where at least twenty-five of the persons present at that meeting or at any such subsequent or adjourned meeting- (i) approve the rules so presented, with or without amendment and sign two copies of the rules each of which signatures shall be attested by a witness;

Building Societies Acts Amendment Act of 1968, No. 18 179 (ii) sign an application for membership of the Building Society which application shall state the respective names, addresses and occupations and the number of shares for which each will respectively subscribe, all the persons present as aforesaid shall proceed to elect the first directors in accordance with the rules so approved. [3A.] Application for registration . (1) An application for registration of a Building Society shall be made in the prescribed manner within two months after the election of the directors pursuant to section three of this Act. (2) The application shall be accompanied by- (a) the prescribed registration fee; (b) a statutory declaration from the chairman of the meeting and intended secretary as to the compliance with section three of this Act; (c) the two copies of the proposed rules signed as prescribed by section three of this Act; (d) a list containing the full name and the occupation of each director; (e) a list containing the full name and the occupation and address of each applicant for membership and the number of shares subscribed for by him. [3B.] Registration of society. (1) If the Registrar- (a) is satisfied that the Building Society has complied with the requirements of this Act; (b) approves the proposed rules or approves the proposed rules subject to such modifications as he thinks fit; (c) is satisfied that from the date of its registration the Building Society will have lodged in its funds an amount of, or amounts aggregating, not less than two hundred thousand dollars (whether by way of share capital or by way of loan or deposit) and that such amount or amounts- (i) will be expressly prohibited by the agreement or agreements relating to the subscription of the capital or, as the case may be, the loan or deposit and by the rules from being withdrawn or repaid within the period of ten years commencing on the date of registration; and (ii) will additionally in respect of at least one hundred thousand dollars thereof be lodged by a corporation or corporations within the class prescribed; and (d) is satisfied that there are reasonable grounds for believing that the Building Society if registered, will be able to carry out its objects successfully, he shall register the Building Society and shall issue a certificate of incorporation in the prescribed form to the effect that the Building Society is registered under this Act on and from the date specified in the certificate. (2) The Registrar shall forward to the Building Society the certificate of incorporation together with one copy of the rules approved by him (whether subject to alteration or not) certified as prescribed.

180 Building Societies Acts Amendment Act of 1968, No. 18 (3) One or both of the amounts specified in paragraph (c) of subsection (1) of this section may in relation to a particular Building Society be reduced by the Governor in Council by Order in Council but in no event shall- (a) the amount first specified be reduced below one hundred thousand dollars; (b) the amount last specified be reduced below fifty thousand dollars. (4) During the period of ten years from the date of registration of a Building Society the Registrar may, in relation to any amount lodged in the funds of the Building Society for the purpose of satisfying the provisions of paragraph (c) of subsection (1) of this section, permit with the consent of the Building Society, the person who lodged such amount (or his assignees or personal representative) to withdraw the shares or, as the case may be, be repaid the loan or deposit representing such amount if he is satisfied- (a) that the withdrawal or, as the case may be, repayment will not have the effect of reducing the amount required to be lodged in its funds under the said paragraph (c) below the amount applying to the Building Society; and (b) that the amount referred to in subparagraph (ii) of the said paragraph (c) will riot be reduced below the amount applying to the Building Society. (5) Where the Registrar is satisfied that the Building Society is a Starr-Bowkett Society and that its name does not include the words " Starr-Bowkett " or " Bowkett ", he shall include in its name the words " Starr-Bowkett " or at his discretion the word "Bowkett " and shall amend the rules accordingly. (6) Where the Registrar is satisfied that the Building Society is a Terminating Society and that its name does not include the words " Mutual Benefit " he shall include in its name the words " Mutual Benefit " and shall amend the rules accordingly. (7) Subsections (5) and (6) of this section both apply to a Building Society which the Registrar is satisfied is a Starr-Bowkett Society and a Terminating Society.". (2) The provisions of subsection (1) of this section shall be deemed to have come into force on and from the eighth day of April, 1968. 4. Repeal of s. 4 and insertion of new ss. 4, 4A, 4B & 4C. The Principal Act is amended by repealing section four and inserting in its stead the following sections:- " [4.] Names of Building Societies . (1) Except with the consent of the Crown Law Officer, a Building Society shall not be registered by a name that, in the opinion of the Registrar is undesirable or is a name, or a name of a kind, that the Crown Law Officer has directed the Registrar not to accept for registration. (2) The Crown Law Officer shall cause a direction given by him under subsection (1) of this section to be published in the Gazette. [4A.] Change of name . (1) A Registered Society may by special resolution and with the approval of the Registrar change its name to a name by which the Registered Society could be registered without contravention of subsection (1) of section four of this Act.

Building Societies Acts Amendment Act of 1968, No. 18 181 (2) If the name of a Registered Society is (whether through inadvertence or otherwise and whether originally or by change of name) a name by which the Registered Society could not be registered without contravention of subsection (1) of section four of this Act the Registered Society may by special resolution change its name to a name by which the Registered Society could be registered without contravention of that subsection and, if the Registrar so directs, shall so change it within six weeks after the date of direction or such longer period as the Registrar allows unless the Crown Law Officer by written notice annuls such direction, and if the Registered Society fails to comply with the direction it shall be guilty of an offence against this Act. (3) Notice in writing of any change of name, together with the certificate of incorporation, shall be sent to the Registrar within such time after the passing of the special resolution as is prescribed. (4) The Registrar shall register the change of name and shall at his discretion either note the change on the certificate of incorporation or issue a new certificate of incorporation in the prescribed form and stating the prescribed particulars. [4B.] When Registrar to change name . (1) Where the Registrar is satisfied that a Registered Society is a Starr-Bowkett Society and that its name does not include the words " Starr-Bowkett " or the word " Bowkett " he shall change its name by inserting therein the words " Starr-Bowkett " or at his discretion the word " Bowkett ". (2) Where the Registrar is satisfied that a Registered Society is a Terminating Society and that its name does not include the words " Mutual Benefit " he shall change its name by inserting therein the words " Mutual Benefit ". (3) Subsections (1) and (2) of this section both apply to a Registered Society which the Registrar is satisfied is a Starr-Bowkett Society and a Terminating Society. (4) Upon the change of a name made by the Registrar pursuant to this section the Registrar shall- (a) notify the Building Society concerned of the change of name; and (b) request the Building Society concerned to surrender the certificate of incorporation to the Registrar. The Registrar at his discretion shall either note the change in name on the certificate of incorporation or issue a new certificate in the prescribed form. [4C.] Effect of change of name . (1) The change of name of a Registered Society pursuant to sections 4A or 4a of this Act shall be advertised as prescribed. (2) (a) The change of name shall not affect the identity of the society or any rights or obligations of the Registered Society or of any member or other person or render defective any legal proceedings by or against the Registered Society. (b) Any legal proceedings that might have been continued or commenced by or against the Registered Society by its former name may be continued or commenced by or against it by its new name.

182 Building Societies Acts Amendment Act of 1968, No. 18 (3) Any reference in any share certificate, mortgage, lien, security, bond, debenture, agreement, contract, deed, or other document, instrument or writing whatsoever to a Registered Society by its former name shall, on and from the date of registration of the change of name be read and construed as a reference to the Registered Society by its new name. (4) In the case of any estate or interest in land registered in the name of a Registered Society before its change of name, the Registrar of Titles where " The Real Property Acts, 1861 to 1963," apply to such estate or interest or the person or authority charged with registering instruments of title to or dealings with that estate or interest where those Acts do not apply thereto shall without any authority other than this Act have power and authority to make and shall cause to be made and he or it is hereby directed to make or cause to be made any necessary entries or endorsements in the appropriate register book or other record of titles or dealings and to do and execute all such acts, matters and things as may be necessary and proper to give full effect to the change of name of the Registered Society and in particular shall without any payment of fee register any such estate or interest registered in the name of the Registered Society prior to its change of name in the name of the Registered Society after such change of name. (5) With respect to any registration of change of name directed by subsection (4) of this section, the Registrar of Titles or, as the case may be, the person or authority charged with the registration of instruments of title to or dealings with any estate or interest in land as referred to in such subsection, unless sooner requested to do so by the Registered Society shall not be bound to register the same until the first dealing subsequent to that change of name in respect of the estate or interest in land is lodged, filed or deposited in the Real Property Office or other appropriate office as the case may be together with all other documents requisite for the due registration of that dealing." 5. Amendment of s. 12 . Section twelve of the Principal Act is amended by- (a) omitting paragraph (6) and inserting in its stead the following paragraphs:- " (6) Duties, & c., of officers . The number of directors, the qualification of directors, and the manner of electing, remunerating and removing directors and filling a vacancy in the office of a director, whether directors are to be elected annually or half-yearly, the period for which directors are to hold office, and whether directors are to retire by rotation or otherwise; (6A) Duties, &c., of board . The powers and duties of the board, the requisite notice of meetings, the quorum for meetings and the procedure at meetings of the board; (6B) Officers of Society. The manner of appointing, remunerating and removing officers of the Society (other than directors), the powers and duties of such officers; (6c) Appointment , & c., of auditors . The manner of appointing, remunerating and removing auditors, the powers and duties of auditors;"; and (b) adding the following paragraph:- " Where there is any inconsistency between a rule of a Registered Society and a provision of this Act, the latter shall prevail and the former shall to the extent of that inconsistency be invalid."

Building Societies Acts Amendment Act of 1968, No. 18 183 6. Repeal of and new s. 14. The Principal Act is amended by repealing section fourteen and inserting in its stead the following section:- " [14.] Member and society bound by rules . - The rules of a Registered Society shall bind the Registered Society and all members thereof and all persons claiming through them respectively to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were contained in the rules a covenant on the part of each member and his legal representatives to observe all the provisions of the rules, subject to the provisions of this Act.". 7. Repeal of and new s. 15. The Principal Act is amended by repealing section fifteen and inserting in its stead the following section:- " [15.] Alteration of rules. (1) Subject to this section the rules of a Registered Society shall not be altered unless the alteration has been approved by a special resolution of the Registered Society. (2) The Registered Society shall within the prescribed time and in the prescribed manner and on payment of the prescribed fee apply to the Registrar to have the alteration registered. (3) The Registrar may- (a) approve the alteration; (b) approve the alteration subject to such modifications as he thinks fit; (c) refuse to approve the alteration. (4) Upon approving any alteration (whether subject to modification or not) the Registrar shall register and certify the alteration as prescribed. Until an alteration is so registered and certified it shall have no effect. (5) The rules of a Registered Society shall be read subject to any alteration so registered and certified. (6) For the purposes of this section, alteration of rules includes additions to the rules and addition to or rescission of a rule. (7) Upon a change in name being registered pursuant to this Act, the Registrar shall alter the rule containing the name of the Registered Society in accordance with such change and the rules of the Registered Society shall to that extent be altered accordingly. (8) Where the Registrar is satisfied that the rules of a Registered Society registered prior to the eighth day of April, 1968, do not provide for matters which he would require to be provided for in rules of Registered Societies registered after such date, he may by notice call upon the Registered Society to show cause within the time specified in the notice why the rules of the Registered Society should not be altered in the manner specified by him. Where the Registered Society fails to show cause within the time specified in the notice or within any extension of time which the Registrar may allow, the Registrar may alter the rules in the manner specified. and thereupon the rules of the Registered Society shall be altered accordingly.". 8. Amendment of s. 18 . Section eighteen of the Principal Act is amended by omitting the words " Committee of Management " and inserting in their stead the word " board ".

184 Building Societies Acts Amendment Act of 1968, No. 18 9. Insertion of new ss. 22A to 22M. The Principal Act is amended by inserting after section twenty-two the following sections:- " [22A.] Reference to committee in certain societies . Every reference in the rules of a Registered Society registered immediately prior to the passing of " The Building Societies Acts Amendment Act of 1968 " to a committee of management and to a member of such a committee shall be read as a reference to a board of directors and director respectively. [228.] (1) Board of directors . Subject to this Act and the rules of the Registered Society, the business and operations of a Registered Society shall be controlled by a board of directors. (2) Every director acting in the business or operations of the Registered Society pursuant to the rules or to a resolution duly passed by the board shall be deemed to be the agent of the Registered Society for all purposes within the objects of the Registered Society. (3) Validity of acts of directors . The acts of a director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification. [22C.] Election of directors . The directors shall be elected at a general meeting of the Registered Society in accordance with the rules of the Registered Society: Provided that the first directors shall be elected at the meeting for the formation of the Registered Society. [22D.] Meetings of board . Meetings of the board shall be held so often as may be necessary for properly conducting the business and operations of the Registered Society, but shall be held at least once in every two calendar months, and a quorum of a meeting of the board shall be prescribed by the rules of the Registered Society but shall not in any case be less than half the number of directors. [22E.] Chairman and tenure of directors . (1) The chairman of the board shall be elected by the board in accordance with the rules of the Registered Society, and shall hold office and retire, and may be removed from office, as prescribed by the rules of the Registered Society. (2) The directors shall hold office and retire, and may be removed from office as prescribed by the rules of the Registered Society. [22F.] Removal from office, &c. (1) The office of a director shall be vacated in such circumstances, if any, as may be prescribed by the rules of the Registered Society, and in any of the following circumstances, that is to say:- (a) if he becomes bankrupt or insolvent or assigns his estate for the benefit of or compounds with his creditors; (b) if he becomes mentally ill within the meaning of " The Mental Health Acts, 1962 to 1964 "; (c) if he is convicted of any offence under this Act, or if he is convicted of any indictable offence or of any offence punishable on summary conviction for which he is sentenced to imprisonment,otherwise than in default of payment of a fine; (d) if he absents himself from three consecutive ordinary meetings of the board without its leave; (e) if he does not within two months after any charges become due by him to the Registered Society on account of his membership, pay the same;

Building Societies Acts Amendment Act of 1968, No. 18 185 (f) if he ceases to be a member of the Registered Society; (g) if by notice in writing to the board he resigns his office; (h) if he is removed from office by resolution of a general meeting of the Registered Society; (i) (subject to subsection (2) of this section) if he has, or his spouse living with him has, or is partner of, or in the employment of, or the employer of any other person who has a direct or indirect pecuniary interest in any agreement with the Registered Society otherwise than as a member of, and in common with the other members of a company or corporate body consisting of more than twenty persons; (j) if he is or becomes an officer or servant of the Registered Society: Provided that the employment of a person as a secretary to the Registered Society shall be deemed not to be an agreement with the Registered Society for the purposes of paragraph (i) of this subsection and such person shall be deemed not to be an officer or servant of the Registered Society for the purposes of paragraph (j) of this subsection. (2) The provisions of paragraph (i) of subsection (1) of this section shall not extend or apply to any loan to the director, or other person referred to in that paragraph, as the case may be, made or guaranteed by the Registered Society in accordance with a special resolution, or to any purchase by the director or such other person from the Registered Society in accordance with a special resolution, or to any of the following dealings, if made in good faith, in the ordinary course of business of the Registered Society, and on such terms as are usual and proper in similar dealings between the Registered Society and its members, that is to say:- (a) a loan, whether by deposit or otherwise, by the director, or such other person to the Registered Society; (h) any loan made to a Registered Society and in which a director's or such other person's pecuniary interest consists in his having guaranteed or joined in guaranteeing the repayment of the loan or any part thereof; (c) any other dealing between the Registered Society and a director, or any such other person, which under its objects the Registered Society may have with its members; (d) such other dealings as may be prescribed. (3) A director shall not vote upon any question in which he or any other person referred to in paragraph (i) of subsection (1) of this section has any direct or indirect pecuniary interest otherwise than as a member and in common with the other members of the Registered Society, and if he votes his vote shall not be counted. This subsection shall not extend or apply to a vote in connexion with any dealing referred to in paragraphs (a), (b), (c) or (d) of subsection (2) of this section. (4) Any vacancy occurring on the board shall be filled as prescribed by the rules of the Registered Society. [22G.] Age limit for directors . (1) Subject to the provisions of this section no person of or over the age of seventy-two years shall be appointed a director of a Registered Society.

186 Building Societies Acts Amendment Act of 1968, No. 18 (2) The office of a director of a Registered Society shall become vacant at the conclusion of the annual general meeting commencing next after he attains the age of seventy-two years or if he has attained the age of seventy-two years before the commencement of " The Building Societies Acts Amendment Act of 1968 " at the conclusion of the annual general meeting commencing next after the commencement of " The Building Societies Acts Amendment Act of 1968." (3) Any act done by a person as director shall be valid notwithstanding that it is afterwards discovered that his appointment had terminated by reason of subsection (2) of this section. (4) Where the office of a director has become vacant by reason of subsection (2) of this section no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply in relation to that director. (5) If any such vacancy has not been filled at the meeting at which the office became vacant the office may be filled as a casual vacancy. (6) Notwithstanding anything in this section a person of or over the age of seventy-two years may by a special resolution be appointed or re-appointed as a director of that Registered Society to hold office until the next annual general meeting of the Registered Society or be authorized to continue in office as a director until the next annual general meeting of the Registered Society. (7) Nothing in this section shall limit or affect the operation of any provision of the rules of a Registered Society preventing any person from being appointed a director or requiring any director to vacate his office at any age less than seventy-two years. [22H.] Power to restrain certain persons from managing Registered Societi es. (1) Where a person is convicted whether within or without the State- (a) on indictment of any offence in connexion with the promotion or management of a corporation; (b) of any offence involving fraud or dishonesty punishable on conviction with imprisonment for three months or more; or (c) of any offence under section 22L of this Act or section eighty-one of " The Co-operative and Other Societies Act of 1967 " or under section one hundred and twenty-four or section three hundred and three of the " The Companies Acts, 1961 to 1964," or section thirty-two of " The Co-operative Housing Societies Acts, 1958 to 1967," or in respect of a conviction without the State, under any provision corresponding to such sections, and that person, within a period of five years after his conviction or, if he is sentenced to imprisonment, after his release from prison, without the leave of the Court is a director of or is in any way whether directly or indirectly concerned or takes part in the management of a Registered Society he shall be guilty of an offence against this Act and liable to a penalty of not more than four hundred dollars or imprisonment for a term not exceeding six months or to both such penalty and imprisonment. (2) A person intending to apply for the leave of the Court under this section shall give to the Crown Law Officer not less than ten days' notice of his intention so to apply.

Building Societies Acts Amendment Act of 1968, No. 18 187 (3) On the hearing of any application under this section the Crown Law Officer may be represented at the hearing of and may oppose the granting of the application. [221.] Acting as director after office vacated . Any person who knowingly continues to exercise the powers of a director of a Registered Society after his office as director has been vacated and any director of a Registered Society who knowingly permits or suffers any such person to exercise the powers of a director shall be guilty of an offence against this Act and liable to a penalty of not more than two hundred dollars anti, in addition, to a penalty of not more than ten dollars for every day during which the offence is continued. [22J.] Director ' s fees. A director may be paid such fees as are fixed by a general meeting of the Registered Society. [22K.] (1) Secretary and other officers. Secretary . A Registered Society shall appoint a secretary who shall be a natural person and who ordinarily resides in the State. (2) Anything required or authorized to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the Registered Society authorized generally or specially in that behalf by the directors. (3) A provision in this Act or in the rules requiring or authorizing a thing to be done by or in relation to a director and the secretary shall not be satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary. (4) Other officers . A Registered Society may appoint such other officers and employees as it considers necessary for the effectual carrying on of its business. [22L.] As to the duty and liability of officers . (1) A director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office. (2) An officer of a Registered Society shall not make use of any information acquired by virtue of his position as an officer to gain directly or indirectly an improper advantage for himself or to cause detriment to the Registered Society. (3) An officer who commits a breach of any of the provisions of this section shall be- (a) liable to the Registered Society for any profit made by him or for any damage suffered by the Registered Society as a result of the breach of any of those provisions; and (b) guilty of an offence against this Act and liable to a penalty not exceeding one thousand dollars. (4) This section is in addition to and not in derogation of any other enactment or rule of law relating to the duty or liability of directors or officers of a Registered Society.

188 Building Societies Acts Amendment Act of 1968, No. 18 [22M.] Prohibition of certain dealings . (a) A director or other officer shall not, unless specifically authorised to do so by a special resolution of the Registered Society- (i) sell or have an interest in the selling of, any land to or act as agent, or have an interest in the acting as agent, for the sale of any land (whether or not improvements are situated thereon) to a member of the Registered Society who proposes to pay for the same, in whole or in part, dut of an advance made by the Registered Society; (ii) undertake or have an interest in the undertaking of the erection or act as agent, or have an interest in the acting as agent, in respect of the erection of any dwelling house for a member who proposes to pay for the same, in whole or in part, out of an advance made by the Registered Society; or (iii) accept as payment or have an interest in the acceptance of payment in whole or in part of any moneys due to him by a member of the Registered Society the whole or part of any advance made by the Registered Society to such member. (b) A person shall be deemed to have an interest in the doing of an act, matter or thing specified in paragraph (a) of this section if such person is at the relevant time- (i) the director or other member of the governing body of any corporate body; (ii) the partner in any unincorporate body; (iii) the manager or a person who assists in the management, administration or government of the business of any corporate or unincorporate body, which does the act, matter or thing in question. No person who is so deemed shall be thereby convicted of an offence against this section if the court is satisfied that the offence was committed without his consent or connivance and that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised having regard to all the circumstances.". 10. Insertion of new ss. 23A to 23F. The Principal Act is amended by inserting after section twenty-three the following sections:- " [23A.] Maximum interest rates on loans. (1) A Registered Society shall not charge a rate of interest on moneys advanced by it in excess of the prescribed rate. (2) Subject to subsection (3) of this section a Registered Society shall not increase the rate of interest charged by it on moneys advanced by it (whether advanced before, on or after the passing of " The Building Societies Acts Amendment Act of 1968 ") to a rate of interest in excess of the prescribed rate. (3) A Registered Society which on the passing of " The Building Societies Acts Amendment Act of 1968 " is then charging a rate of interest (in this subsection referred to as the " first mentioned rate of interest ") in respect of an advance made by it prior to the passing of that Act in excess of seven and one-quarter per centum per annum payable at annual rests- (a) shall not in respect of such advance be guilty of an' offence against subsection (1) of this section; and

Building Societies Acts Amendment Act of 1968, No. 18 189 (b) shall not alter the rate of interest payable from time to time in respect of such advance where the effect of such alteration would be the charging by the Registered Society of a rate of interest in excess of such first mentioned rate-of interest. (4) A Registered Society which commits an offence against this section shall be liable to a penalty not exceeding five hundred dollars. (5) Any Registered Society which charges a nominal rate of interest per annum in excess of that which for the time being it may charge under this section shall without affecting its liability to be convicted for an offence against this section be liable to repay to the borrower the amount of interest charged by the Registered Society in breach of this section. (6) Any provision in any document whereby the operation of any provision of this section is excluded, modified, or restricted shall be void. (7) In this section " prescribed rate " means seven and one-quarter per centum per annum payable at annual rests or such other rate of interest determined from time to time by the Governor in Council by Order in Council payable at the rests therein specified. [23B.] Valuation of security. (1) A Building Society shall not make an advance to a member unless there has first been obtained a valuation of the land proposed to be mortgaged by the member. (2) Such valuation shall be made by- (a) a registered valuer within the meaning of " The Valuers Registration Acts, 1965 to 1967 "; or (b) a person having such qualifications as may be prescribed. (3) In this section and in section 23c of this Act " land " includes any buildings thereon or to be erected thereon and any other improvements thereon or to be made thereon. [23C.] Maximum advances . (1) A Registered Society shall not make an advance to a member unless the amount of the proposed advance does not exceed- (a) seventy-five per centum of the value of the land to be mortgaged by the member together with the paid up-value of shares fully paid up in the Registered Society which on the making of the advance will be charged to the Registered Society for such term as is prescribed; or (b) (where a mortgage insurer has insured part only of the proposed advance) the amount of such part, whichever is the greater. (2) Subsection (1) of this section shall not apply in respect of an advance the whole repayment whereof has been insured by a mortgage insurer, but in no case shall the amount of the advance exceed one hundred per centum of the value of the land to be mortgaged by the member. In this section " mortgage insurer " means the Housing Loans Insurance Corporation established under the Housing Loans InsuranceAct1965 of the Commonwealth or any Act amending the same or in substitution therefor or any corporation approved by the Registrar as a mortgage insurer for the purposes of this Act.

190 Building Societies Acts Amendment Act of 1968, No. IS [23D.] Liquidity. (1) A Registered Society shall not approve of an advance unless, at the time such approval is given, the Registered Society holds resources equal to not less than the prescribed proportion of the total of members paid up share capital and deposits held with the Registered Society. (2) In this section " resources " means- (a) cash at any bank or in hand and the value of any investments made in the manner authorized by section twenty-eight of this Act but does not include the amount of any advance (whether the whole or part thereof) agreed to be advanced which has not been disbursed from the funds of the Registered Society; (b) the moneys which a corporation approved by the Registrar undertakes to lend to the Registered Society in accordance with an agreement approved by the Registrar. (3) For the purpose of calculating the proportion referred to in subsection (1) of this section, investments referred to in paragraph (a) of subsection (2) of this section shall be taken at their market value at the time in question. (4) In this section " prescribed proportion " means seven and one-half per centum or such other proportion as determined by the Governor in Council by Order in Council. [23E.] Application of s. 23D, (1) Subject to subsection (2) of this section, section 23o of this Act shall not apply to a Registered Society registered prior to the eighth day of April, 1968. (2) Subsection (1) of this section shall cease to have effect on and from the thirty-first day of March, 1971. [23F.] Society receiving moneys from State, &c. (1) The Registrar shall exempt a Registered Society from the provisions of section 23D of this Act- (a) where he is satisfied that a greater proportion of its funds were lodged by a prescribed authority than by other persons; and (b) that having regard to all the circumstances the Registered Society should be so exempted, and thereupon and while the exemption remains in force the provisions of section 23D of this Act shall not apply to the Registered Society. (2) The Registrar may at any time withdraw an exemption granted by him where he is satisfied that at least one of the circumstances prescribed by subsection (1) of this section no longer applies to the Registered Society. (3) In this section prescribed authority means- (a) the Government of this State or of the Commonwealth; (b) any Crown corporation.". 11. Insertion of new ss. 126A & 26B. The Principal Act is amended by inserting after section twenty-six the following sections:-- " [26A.] Advertising. (I) A Registered Society shall not advertise unless it has obtained the prior approval in writing of the Registrar who is hereby authorized to approve of any advertisement by a Registered Society on such terms and conditions as he thinks fit.

Building Societies Acts Amendment Act of 1968, No. 18 191 (2) Without derogating from the provisions of subsection (1) of this section a Registered Society which in any advertisement makes a reference to- (a) the receipt of share capital or to the acceptance of loans or deposits; or (b) the right and method of withdrawal of share capital or to the right and method of repayment of loans and deposits, which reference is not in compliance with its rules, commits an offence against this Act and shall be liable to a penalty not exceeding five hundred dollars. (3) A person shall not by advertisement in any form seek members, capital or deposits in or for a proposed Registered Society unless he-has obtained the prior approval in writing of the Registrar who is hereby authorized to approve of any such advertisement on such terms and conditions as he thinks fit. (4) A Registered Society or person who fails to comply with any term or condition imposed by the Registrar pursuant to this section commits an offence against this Act and shall be liable to a penalty not exceeding five hundred dollars. [26B.] Registration of charges . The provisions of Division 7 of Part IV of " The Companies Acts, 1961 to 1964" shall with all necessary adaptations and with such modifications as may be prescribed extend to a Registered Society. For the purpose of any such extension, a reference in any of those provisions to the Registrar shall be construed as a reference to the Registrar within the meaning of this Act.". 12. Amendment of s. 28 . Section twenty-eight of the Principal Act is amended by- (a) in the first paragraph inserting after the words and symbol " banking company," the words and symbol " or with an approved dealer,"; (b) adding the following paragraph: " For the purposes of this section " approved dealer " means a person who- (a) is an authorized dealer in the short term money market with established lines of credit with the Reserve Bank of Australia; and (b) is approved by the Governor in Council by Order in Council." 13. Amendment of s. 30 . Section thirty of the Principal Act is amended by omitting the words " Committee of Management " where appearing twice and inserting in their stead respectively the word " board ". 14. Amendment of s. 32. Section thirty-two of the Principal Act is amended by omitting in the first paragraph the words " Committee of Management " and inserting in their stead the word " board ".

192 Building Societies Acts Amendment Act of 1968, No. 18 15. Repeal of s. 34A and insertion of new ss. 34A & 34B. The Principal Act is amended by inserting after section thirty-four the following sections:- " [34A.] Audit. (1) The accounts of a Registered Society shall be audited annually or more frequently as may be prescribed by the rules. (2) An auditor shall be a person registered as a public accountant under " The Public Accountants Registration Acts, 1946 to 1968," or approved by the Registrar, but an officer or servant of the Registered Society shall not be capable of being appointed its auditor. A person shall not be capable of being appointed auditor of a Registered Society at a meeting of the Registered Society unless he held office as auditor of the Registered Society immediately before the meeting or notice of his nomination as auditor was given to the Registered Society by a member of the Registered Society not less than fourteen days before the meeting. Where notice of nomination of a person as an auditor of a Registered Society is received by the Registered Society, the Registered Society shall, not less than seven days before the meeting concerned, send a copy of the notice to- (a) the person nominated; (b) each auditor (if any) of the Registered Society; (r) each person entitled to receive notice of that meeting of the Registered Society. [34B.] Duties of auditors . (1) Every auditor shall make a report to the members on the accounts examined by him and on the register of members and other records which the Registered Society is required to keep by law or by its rules, and on every balance-sheet and every profit and loss account laid before the Registered Society in general meeting during his tenure of office, and shall state in the report whether, in his opinion,- (a) the balance-sheet and profit and loss account are properly drawn up in accordance with the provisions of this Act and so as to give a true and fair view of the state of the Registered Society's affairs; and (b) the register of members and other records which the Registered Society is required to keep by or under this Act or by its rules, have been properly kept in accordance with the Act and rules. (2) Every auditor shall state in his report- (a) if he has not obtained all the information and explanations that he required; (b) if, in his opinion, proper books of account have been kept by the Registered Society; (c) if, in his opinion, the returns as submitted from branches not visited by the auditor are inadequate;

Building Societies Acts Amendment Act of 1968, No. 18 193 (d) if, in his opinion, the Registered Society's balance-sheet and profit and loss account dealt with by the report are in agreement with the books of account and returns; (e) if, in his opinion, and to the best of his information and according to the explanation given to him, the said accounts give the information required by or under this Act in the manner so required and give a true and fair view- (i) in the case of the balance-sheet, of the state of the Registered Society's affairs as at the end of the financial year; and (ii) in the case of the profit and loss account, of the profit or loss for its financial year;. (f) if, in his opinion, the register of members and other records which the Registered Society is required to keep by or under this Act or by its rules have been properly kept; (g) if, in his opinion, the rules relating to the administration of the funds of the Registered Society have been observed ; (h) if, in his opinion, the provisions of this Act relating to the making of advances have been observed. (3) Every auditor shall have a right of access at all times to the books, accounts, vouchers, securities and documents of the Registered Society,. and shall be entitled to require from the directors and other officers of the Registered Society such information and explanation as he thinks necessary for the performance of the audit. (4) The auditors of a Registered Society shall be entitled to attend any general meeting of the Registered Society and to receive all notices of and other communications relating to any general meeting which any member of the Registered Society is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors. (5) Any director or officer of a Registered Society who refuses or fails without lawful excuse to allow any auditor access to any books, accounts, vouchers, securities and documents of the Registered Society in his custody or power or to give any information possessed by him as and when required or who otherwise hinders, obstructs or delays an auditor in the performance of his duties or thy; exercise of his powers shall be guilty of an offence against this Act. (6) Every auditor shall, within seven days after furnishing the Registered Society with a report pursuant to subsection (1) of this section, forward or lodge with the Registrar a copy of such report.". 16. Renumbering of s. 34B . Section 34B of the Principal Act is renumbered section 34c. 7

194 Building Societies Acts Amendment Act of 1968, No. 18 17. Insertion of new ss . 35A & 35B. The Principal Act is amended by inserting after section thirty-five the following sections:- "(35A.] Actuarial investigation . The Registrar may direct a Registered Society to submit its affairs to an actuarial investigation. Such an investigation shall be carried out by the State Actuary of the Public Service of Queensland. The costs and expenses of any such investigation shall be borne by the Registered Society concerned and shall be recoverable by the Registrar from the Registered Society as a debt due to the Crown in any court of competent jurisdiction. (358.] Inspection of books . (1) The Registrar may for the purpose of carrying out his duties and functions under this Act and in particular for the purpose of implementing section thirty-five or section 35A of this Act, inspect, or, with the approval of the Minister, any officer of the Public Service of Queensland or any accountant may inspect any minutes, registers , books and documents of any Registered Society. (2) The Registrar, or any person so approved may require any director or officer of the Registered Society to produce to him all the minutes, registers , books and documents of the Registered Society, and any person so required who, without reasonable excuse, fails in any respect to comply with the requirement shall be guilty of an offence against this Act and liable to a penalty of not more than two hundred dollars. (3) Any bank in which a Registered Society keeps an account shall, when so required in writing by the Registrar, furnish to the Registrar a statement of such account and any other particulars required by the Registrar to be so furnished and no bank shall incur any liability whether in respect of any breach of trust or otherwise, by reason only of the furnishing of any statement or particulars pursuant to this section.". 18. Amendment of s. 37 (2). Subsection (2) of section thirty-seven of the Principal Act is amended by omitting paragraph (a) and inserting in its stead the following paragraph " (a) if the number of members is- (i) in the case of a Society registered prior to the eighth day of April, 1968, reduced to less than ten; (ii) in the case of any other Society, reduced to less than twenty-five;". 19. Amendment of s. 43A. Section 43A of the Principal Act is amended by inserting immediately before the first paragraph the following paragraph :- "Any person who contravenes or fails to comply with any provision of this Act commits an offence against this Act and is liable, if a specific penalty is not prescribed for that offence, to a penalty not exceeding three hundred dollars.".

Building Societies Acts Amendment Act of 1968, No. 18 195 20. Insertion of new ss. 43C to 43E . The Principal Act is amended by inserting the following sections:- "[43C.] Failure to comply with lawful requirements , &c. Every person who- (a) being required under this Act to supply any information, produce any record, or lodge any return, fails, without reasonable excuse the proof whereof shall lie upon him, to supply that information, produce that record, or lodge that return, as the case may be, in accordance with-that requirement; (b) being required under this Act to answer any question, fails without reasonable excuse the proof whereof shall lie upon him to answer that question or gives an answer which he knows to be false; (c) assaults, resists , or obstructs any person in the exercise of his powers or in the discharge of his duties under this Act, or attempts so to do, shall be guilty of an offence against this Act and liable to a penalty net exceeding three hundred dollars. (43D.] Liability for offences by corporations , &c. (1) Except where otherwise expressly provided in this Act, where a Registered Society or other corporate body offends against this Act each and every one of the following persons shall be deemed to have committed the offence, and shall be liable to be proceeded against and punished accordingly, namely:- (a) the managing director, manager, or other governing officer, by whatever name called, and every member of the governing body, by whatever name called, thereof; and (b) every person who in Queensland manages or acts or takes part in the management, administration, or government of the business in Queensland of the Registered Society or other corporate body. This subsection applies so as not to limit or affect howsoever the liability of a Registered Society or other corporate body to be proceeded against and punished for an offence against this Act committed by it. (2) Except where otherwise expressly provided in this Act, where any member of an unincorporated body or association of persons commits an offence against this Act, the other member or members, as the case requires, of that body or association shall be deemed to have also committed the offence and shall be liable to be proceeded against and punished accordingly. (3) No person who is proceeded against pursuant to this section shall be convicted if the court is satisfied that the offence was committed without his consent or connivance and that he exercised all such diligence to prevent the commission of the offence as he ought to have exercised having regard to all the circumstances.

196 Building Societies Acts Amendment Act of 1968, No. 18 [43E.] Special resolution . (1) For the purposes of this Act a special resolution shall mean a resolution which is passed by a majority of not less than three-fourths of such members of the Registered Society as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, at any general meeting of which not less than twenty-one days' notice, specifying the intention to propose the resolution as a special resolution has been duly given according to the rules. (2) At any meeting mentioned in this section, unless a poll is demanded, a declaration by the chairman that the resolution has been carried shall be conclusive evidence of the fact. (3) A copy of the special resolution, signed by the chairman of the meeting and countersigned by the secretary, shall be sent to the Registrar within fourteen days of the passing of the special resolution and registered by him and, save a special resolution under subsection (6) of section 22G of this Act, until the copy is so registered the special resolution shall not take effect. (4) A certificate of registration of any special resolution or of any alteration of the rules of a Registered Society given by the Registrar shall, in favour of any person lending money to the Registered Society on the faith of such certificate, or in favour of any guarantor of any such loan, be conclusive evidence that such resolution was duly passed or as the case may be such alteration in the rules was duly made.".