Co-operative and Other Societies Act and Another Act Amendment Act 1978 (Qld)

Queeztzbrnr ANNO VICESIMO SEPTIMO ELIZABETHAE SECUNDAE REGINAE No. 1 of 1978 An Act to amend the Co- operative and Other Societies Act 1967-1976 and the Primary Producers' Co-operativeAssociationsAct1923-1974 each in certain particulars [ASSENTED TO 28TH APRIL, 1978] 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:- PART I-PRELIMINARY 1. Short title. This Act may be cited as the Co-operative and Other Societies Act and Another Act Amendment Act 1978. 2. Commencement . This Act shall commence on a day to be fixed by Proclamation. 3. Parts of Act. This Act is divided into Parts as follows:- PART I-PRELIMINARY; PART II-AMENDMENTS OF THE CO-OPERATIVE AND OTHER SOCIETIES ACT 1967-1976; PART 111-AMENDMENTS OF THE PRIMARY PRODUCERS' CO-OPERATIVEASSOCIATIONS ACT 1923-1974.

2 Co-operative and Other Societies Act, &c ., Amendment Act 1978, No. I PART II-AMENDMENTS OF THE CO - OPERATIVE AND OTHER SOCIETIES Acr 1967-1976 4. Citation . ( 1) In this Part , the Cooperative and Other SocietiesAct '1967-1976 is referred to as the Principal Act. (2) The Principal Act as amended by this Part may be cited as the Co-operative and Other Societies Act 1967-1978. 5. Amendment of s. 30 . Section 30 of the Principal Act is amended by omitting subsection (4). 6. New s. 36A. The Principal Act is amended by inserting after section 36 the following section:- " 36A. Conversion of primary producers ' association into society. (1) A primary producers' association may by special resolution determine to apply to be registered under this Act as a society for such objects as are objects for which any society may be registered under this Act, and for the purpose of conversion into a society may, in any case where the nominal value of its shares held by any member who is a natural person exceeds $2 000, by such resolution provide for the conversion of the excess of such share capital over $2 000 into a transferable loan stock, bearing such rate of interest as may thereby be fixed, and repayable on such conditions only as are in such resolution determined. (2) The application shall not be made unless- (a) the association first seeks the consent of the Governor in Council to the application; and (b) the Governor in Council gives his consent thereto. (3) The Governor in Council may- (a) by Order in .Council published in the Gazette, consent to the application, either unconditionally or subject to such conditions as he thinks fit; or (b) refuse consent thereto. (4) The association shall prior to making application for registration do all such acts and things as may be prescribed in relation thereto. (5) The application for registration as a society shall be made in the prescribed manner to- the Registrar and shall be accompanied by- (a) the prescribed fee; (b) where any act or thing is prescribed to be done prior to making application for registration , the statutory declaration of a director and the secretary of the association as to the doing of such act or thing; (c) two copies of any proposed alterations to the model rules signed by a director and the secretary of the association ; (d) a statement showing the objects of the society proposed; (e) two copies of the special resolution referred to in subsection (1); (f) a copy of the Gazette containing the Order in Council referred to in subsection (3); ( g) such other matters or particulars as may be prescribed.

Co-operative and Other Societies Act, &c ., Amendment Act 1978, No. 1 3 (6) The association shall forward a copy of the special resolution referred to in subsection (1) to the registrar of primary producers' co-operative associations at a time not later than the time of the making of the application referred to in subsection (5). (7) (a) The Registrar may require alteration of the proposed alterations of the model rules if he is not satisfied that there is sufficient reason for the alterations in the manner proposed. (b) The association, as part of its special resolution referred to in subsection (1), may appoint 25 persons, members of the association, who may be authorized to accept any alterations required by the Registrar to be made to the proposed alterations of the model rules without further consulting the association. (8) If the Registrar is satisfied- (a) that the provisions of this Act have been complied with; (b) that there is sufficient reason for the alteration of the model rules in the manner proposed and he approves of the alterations; and (c) that there are reasonable grounds for believing that the applicant association, if registered as a society, will be able to carry out its objects successfully, he shall register the society and issue a certificate of incorporation in the prescribed form to the effect that the society is registered under this Act on and from the date specified in the certificate. (9) The model rules, subject to any alterations approved by the Registrar, shall be the rules of the society. (10) Upon registration of the applicant association as a society- (a) it thereupon ceases to be registered as a primary producers' association; (b) the Registrar shall give notice of the registration to the registrar of primary producers' co-operative associations who shall thereupon remove the name of the association in question from the register kept pursuant to the PrimaryProducers'Co-operativeAssociationsAct1923-1974; (c) all persons who were members of the association become members of the society, and their names shall be entered in the register of members of the society; (d) the body corporate constituted by the society as so registered shall for all purposes be deemed to be the same entity as the body corporate constituted by the association. (11) Nothing contained in section 15 (11) of the PrimaryProducers'Co-operative Associations Act1923-1974 or in any rule made pursuant thereto shall be construed as limiting in any way the making by a primary producers' association of an application to be registered as a society or the registration of any such association as a society in accordance with the provisions of this section.".

4 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 7. New s. 36B . The Principal Act is amended by inserting after section 36A as inserted by this Act the following section:- " 36B. Amalgamation of primary producers ' associations and societies . (1) Any one or more primary producers' associations and any one or more societies may, by special resolution of both or all of them, determine to amalgamate as one society and to apply to be registered under this Act as a society for such objects as are objects for which any society may be registered under this Act, and for the purpose of such amalgamation any association as aforesaid may, in any case where the nominal value of its shares held by any member who is a natural person exceeds $2 000, by its said resolution provide for the conversion of the excess of such share capital over $2 000 into a transferable loan stock, bearing such rate of interest as may thereby be fixed, and repayable on such conditions only as are in such resolution determined. (2) The application shall not be made unless- (a) the association or associations and the society or societies first seek the consent of the Governor in Council to the application; and (b) the Governor in Council gives his consent thereto with respect to each applicant. (3) The Governor in Council may- (a) by Order in Council published in the Gazette, consent to the application, either unconditionally or subject to such conditions as he thinks fit; or (b) refuse consent thereto. (4) The association or associations and the society or societies shall prior to making application for registration do all such acts and things as may be prescribed in relation thereto. (5) The application for registration as a society shall be made in the prescribed manner to the Registrar and shall be accompanied by- (a) the prescribed fee; (b) where any act or thing is prescribed to be done prior to making application for registration, the statutory declaration of a director and the secretary of each applicant association or society to which such prescription applies as to the doing of such act or thing; (c) two copies of any proposed alterations to the model rules signed by a director and the secretary of each applicant association and society; (d) a statement showing the objects of the society proposed; (e) two copies of each of the special resolutions as referred to in subsection (1); (f) a copy of the Gazette containing the Order in Council referred to in subsection (3); (g) such other matters or particulars as may be prescribed. (6) A copy of each special resolution referred to in subsection (1) that is passed by an association shall be forwarded by the association in question to the registrar of primary producers' co-operative associations at a time not later than the time of the making of the application referred to in subsection (5).

Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 5 (7) (a) The Registrar may require alteration of the proposed alterations of the model rules if he is not satisfied that there is sufficient reason for the alterations in the manner proposed. (b) Any applicant association or society, as part of its special resolution referred to in subsection (1), may appoint 25 persons, members of the association or society, who may be authorized to accept any alterations required by the Registrar to be made to the proposed alterations of the model rules without further consulting the association or society in question. (8) If the Registrar is satisfied- (a) that the provisions of this Act have been complied with ; (b) that there is sufficient reason for the alteration of the model rules in the manner proposed and he approves of the alterations; and (c) that there are reasonable grounds for believing that the proposed society will be able to carry out its objects successfully, he shall register the society and issue a certificate of incorporation in the prescribed form to the effect that the society is registered under this Act on and from the date specified in the certificate. (9) The model rules, subject to any alterations approved by the Registrar, shall be the rules of the society. (10) Upon registration of the society- (a) the primary producers' association or associations participating in the amalgamation shall cease to be registered as a primary producers' association or, as the case may be, primary producers' associations and the society or societies participating in the amalgamation shall cease to be registered as a society or, as the case may be, societies; (b) the Registrar shall give notice of the registration to the registrar of primary producers' co-operative associations who shall thereupon remove the name or names of the association or associations in question from the register kept pursuant to the Primary Producers'Co-operativeAssociationsAct1923-1974 and the Registrar shall cancel the registration of the society or societies in question; (c) all persons who were members of the amalgamating association or associations and society or societies become members of the society, and their names shall be entered in the register of members of the society. (11) Nothing contained in section 15 (11) of the PrimaryProducers'Co-operative Associations Act1923-1974 or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of a primary producers' association referred to in subsection (1), the determining to amalgamate and applying to be registered with other applicants as one society or the registration with other applicants as a society in accordance with the provisions of this section, and nothing contained in section 61 of this Act or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of a society referred to in

6 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. I subsection (1), the determining to amalgamate and applying to be registered with other applicants as one society or the registration with other applicants as a society in accordance with the provisions of this section.". 8. New s. 36C. The Principal Act is amended by inserting after section 368 as inserted by this Act the following section:- " 36C. Vesting of property and preservation of rights , etc. (1) In this section , " amalgamated bodies " means any primary producers' association or associations and any society or societies that have amalgamated as one society registered pursuant to section 36B. (2) Nothing contained in this section derogates from or limits the generality of the provisions of section 36A (10) (d). (3) Upon registration of a society pursuant to section 36A or 368- (a) all real and personal property, and every right, title, estate or interest therein and all management and control of any matter or thing that immediately before such registration was vested in or belonged to the primary producers' association or any of the amalgamated bodies, as the case may be, shall, without any transfer. assignment or notice other than this Act,. vest in and belong to the society in question; (b) all moneys and liquidated and unliquidated claims that immediately before such registration were payable to or recoverable by the primary producers' association or any of the amalgamated bodies, as the case may be, shall be moneys and liquidated and unliquidated claims payable to or recoverable by the society in question; (c) all suits, actions and proceedings and all causes of action pending or existing immediately before such registration by or against the primary producers' association or any of the amalgamated bodies, as the case may be, may be carried on and prosecuted by or against the society in question, and no such suit, action or proceeding shall abate or be prejudicially affected by this Act; (d) all contracts, agreements and undertakings entered into with,. and all securities lawfully given to or by, the primary producers' association or any of the amalgamated bodies, as the case may be, existing at the time of such registration shall be deemed to be contracts, agreements and undertakings entered into with, and securities given to or by, the society in question, and may be enforced by or against such society accordingly; (e) all debts due and moneys payable by the primary producers' association or any of the amalgamated bodies, as the case may be, and all claims liquidated or

Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 7 unliquidated recoverable against the association or any of the amalgamated bodies, as the case may be, shall be debts due and moneys payable by and claims recoverable against the society in question. (4) Neither the registration of a society pursuant to section 36A or 36B nor any provision of this Act prejudicially affects any security, rights, powers, authorities and remedies of any holder of a bond, debenture, mortgage, deed, charge, lien or other security given by the primary producers' association or any of the amalgamated bodies, as the case may be, before such registration, but every such holder shall have and continue to have during the currency of his bond, debenture, mortgage, deed, charge, lien or other security the same rights, powers and remedies in respect of the assets of the society in question and the revenue therefrom as if the bond, debenture, mortgage, deed, charge, lien or other security had been given by the society in question instead of by the association or the particular amalgamated body, as the case may be. (5) Upon registration of a society pursuant to section 36A or 36B, any security as defined in section 27 of the Primary Producers'Co-operative Associations Act1923-1974 issued or granted by the primary producers' association, or any of - the amalgamating bodies that is a primary producers' association , as the case may be, before such registration and that is registered under the said Act and not satisfied upon the registration of the society in question shall, without limiting the provisions of subsections (3) and (4), be deemed to be a charge created by the society in question at the time of its registration as aforesaid for the unsatisfied amount secured by such security and shall have force and effect as such accordingly; and the provisions of this Act shall apply with respect thereto. (6) In the case of- (a) lands subject to the provisions of the Real Property Act 1861-1978 and securities in or over such lands and dealings therewith, the Registrar of Titles; (b) lands not subject to the provisions of the Real Property Act 1861-1978, the person or authority charged with registering instruments of title to those lands or securities therein or thereover or dealings therewith; (c) securities (other than those referred to in paragraph (a) or (b)) or dealings therewith, the person or authority charged with the registration thereof has power and authority to make or cause to be made, and shall at the written request of the society in question make or cause to be made, any necessary entries or endorsements in the appropriate register book or other record of titles, securities or dealings and to do and execute all such other acts, matters and things as may be necessary and proper to give full effect to the vesting by virtue of this section of the lands and securities in question in the society in question.".

8 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 PART III-AMENDMENTS OF THE PRIMARY PRODUCERS' CO-OPERATIVE ASSOCIATIONS ACT 1923-1974 9. Citation . (1) In this Part, the Primary Producers' Co-operativeAssociations Act1923-1974 is referred to as the Principal Act. (2) The Principal Act as amended by this Part may be cited as the Primary Producers' Co-operative Associations Act1923-1978. 10. New s. 25C. The Principal Act is amended by inserting after section 25B the following section:- " 25C. Conversion of society into association . (1) In this section and in sections 25D and 25E, " society " means a society registered under the Co-operative and Other Societies Act 1967-1976. (2) A society may by special resolution determine to apply to be registered under this Act as an association for any of the objects set out in this Act. (3) The application shall not be made unless- (a) the society first seeks the consent of the Governor in Council to the application; and (b) the Governor in Council gives his consent thereto. (4) The Governor in Council may- (a) by Order in Council published in the Gazette, consent to the application, either unconditionally or subject to such conditions as he thinks fit; or (b) refuse consent thereto. (5) The application for registration as an association shall be made in the prescribed manner to the registrar and shall be accompanied by- (a) the prescribed fee, if any; (b) where any act or thing is prescribed to be done prior to making application for registration, the statutory declaration of a director and the secretary of the society as to the doing of such act or thing; (c) two copies of the proposed rules of the association; (d) a statement showing the objects of the association proposed; (e) a copy of the special resolution referred to in subsection (2); (f) a copy of the Gazette containing the Order in Council referred to in subsection (4); (g) a statement showing whether the association is to be registered with a capital divided into shares and with limited liability or without share capital and with liability limited to the assets of the association or without share capital and with unlimited liability; h) such other matters or particulars as may be prescribed.

Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 9 (6) The society shall forward a copy of the special resolution referred to in subsection (2) to the Registrar of Co-operative and Other Societies at a time not later than the time of the making of the application referred to in subsection (5). (7) If the Minister does not exercise his right of veto referred to in section 10, the registrar, if satisfied- (a) that the provisions of this Act have been complied with; (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this Act; and (c) that there are reasonable grounds for believing that the applicant society, if registered as an association, will be able to carry out its objects successfully, shall register- (i) the association and issue to it an acknowledgement of registry in the prescribed form; (ii) the rules, and file one duplicate in his office and return the other with the date of registration endorsed thereon to the association. (8) Upon receipt of such acknowledgment the association shall be deemed for all purposes to be an association under this Act, and- (a) it thereupon ceases to be registered as a society; (b) the registrar shall give notice of the registration and acknowledgment of registry to the Registrar of Co-operative and Other Societies who shall thereupon remove the name of the society in question from the register kept pursuant to the Co-operative and Other Societies Act 1967-1976; (c) all persons who were members of the society become members of the association, and their names shall be entered in the register of members of the association; (d) the body corporate constituted by the association as so registered shall for all purposes be deemed to be the same entity as the body corporate constituted by the society. (9) Nothing contained in section 61 of the Co-operative and Other Societies Act 1967-1976 or in any rule made pursuant thereto shall be construed as limiting in any way the making by a society of an application to be registered as an association or the registration of any such society as an association in accordance with the provisions of this section.". fl. New s. 25D . The Principal Act is amended by inserting after section 25c as inserted by this Act the following section:- " 25D. Amalgamation of societies and associations . (1) Any one or more societies and any one or more associations may, by special resolution of both or all of them, determine to amalgamate as one association and to apply to be registered under this Act as an association for any of the objects set out in this Act.

10 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 (2) The application shall not be made unless- (a) the society or societies and the association or associations first seek the consent of the Governor in Council to the application; and (b) the Governor in Council gives his consent thereto with respect to each applicant. (3) The Governor in Council may- (a) by Order in Council published in the Gazette , consent to the application , either unconditionally or subject to such conditions as he thinks fit; or ( b) refuse consent thereto. (4) The application for registration as an association shall be made in the prescribed manner to the registrar and shall be accompanied by- (a) the prescribed fee, if any; (b) where any act or thing is prescribed to be done prior to making application for registration , the statutory declaration of a director and the secretary of each applicant society or association to which such prescription applies as to the doing of such act or thing; (c) two copies of the proposed rules of the association; (d) a statement showing the objects of the association proposed; (e) a copy of each of the special resolutions as referred to in subsection (1); (f) a copy of the Gazette containing the Order in Council referred to in subsection (3); (g) a statement showing whether the association is to be registered with a capital divided into shares and with limited liability or without share capital and with liability limited to the assets of the association or without share capital and with unlimited liability; (h) such other matters or particulars as may be prescribed. (5) A copy of each special resolution referred to in subsection (1) that is passed by a society shall be forwarded by the society in question to the Registrar of Co-operative and Other Societies at a time not later than the time of the making of the application referred to in subsection (4). (6) If the Minister does not exercise his right of veto referred to in section 10, the registrar , if satisfied- (a) that the provisions of this Act have been complied with;' (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this Act; and

Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 11 (c) that there are reasonable grounds for believing that the proposed association will be able to carry out its objects successfully, shall register- (i) the association and issue to it an acknowledgment of registry in the prescribed form; (ii) the rules, and file one duplicate in his office and return the other with the date of registration endorsed thereon to the association. (7) Upon receipt of such acknowledgment the association shall be deemed for all purposes to be an association under this Act, and- (a) the society or societies participating in the amalgamation shall cease to be registered as a society or, as the case may be , societies and the association or associations participating in the amalgamation shall cease to be registered as an association or, as the case may be, associations; (b) the registrar shall give notice of the registration and acknowledgment of registry to the Registrar of Co-operative and Other Societies who shall thereupon cancel the registration of the society or societies in question and the registrar shall remove the name or names of the association or associations in question from the register kept pursuant to this Act; (c) all persons who were members of the amalgamating society or societies and association or associations become members of the association , and their names shall be entered in the register of members of the association. (8) Nothing contained in section 61 of the Co-operative and Other Societies Act 1967-1976 or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of a society referred to in subsection ( 1), the determining to amalgamate and applying to be registered with other applicants as one association or the registration with other applicants as an association in accordance with the provisions of this section, and nothing contained in section 15 (11) of this Act or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of an association referred to in subsection ( 1), the determining to amalgamate and applying to be registered with other applicants as one association or the registration with other applicants as an association in accordance with the provisions of this section.".

12 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 12. New s. 25E. The Principal Act is amended by inserting after section 25D as inserted by this Act the following section:- " 25E. Vesting of property and preservation of rights , etc. (1) In this section, " amalgamated bodies " means any society or societies and any association or associations that have amalgamated as one association registered and issued with an acknowledgment of registry pursuant to section 25D. (2) Nothing contained in this section derogates from or limits the generality of the provisions of section 25c (8) (d). (3) Upon registration of an association and the receipt by it of acknowledgment of registry pursuant to section 25c or 25D- (a) all real and personal property, and every right, title, estate or interest therein and all management and control of any matter or thing that immediately before such registration and receipt of acknowledgment of registry was vested in or belonged to the society or any of the amalgamated bodies, as the case may be, shall, without any transfer, assignment or notice other than this Act, vest in and belong to the association in question; (b) all moneys and liquidated and unliquidated claims that immediately before such registration and receipt of acknowledgment of registry were payable to or recoverable by the society Warty of the amalgamated bodies, as the case may be, shall be moneys and liquidated and unliquidated claims payable to or recoverable by the association in question; (c) all suits, actions and proceedings and all causes of action pending or existing immediately before such registration and receipt of acknowledgment of registry by or against the society or any of the amalgamated bodies, as the case may be, may be carried on and prosecuted by or against the association in question, and no such suit, action or proceeding shall abate or be prejudicially affected by this Act; (d) all contracts, agreements and undertakings entered into with, and all securities lawfully given to or by, the society or any of the amalgamated bodies, as the case may be, existing at the time of such registration and receipt of acknowledgment of registry shall be deemed to be contracts, agreements and undertakings entered into with, and securities given to or by, the association in question, and may be enforced by or against such association accordingly; (e) all debts due and moneys payable by the society or any of the amalgamated bodies, as the case may be, and all claims liquidated or unliquidated recoverable against the society or any of the amalgamated bodies, as the case may be, shall be debts due and moneys payable by and claims recoverable against the association in question.

Co-operative and Other Societies Act, &c., Amendment Act 1978, No. 1 13 (4) Neither the registration of and receipt of acknowledgment of registry by an association pursuant to section 25c or 25D nor any provision of this Act prejudicially affects any security, rights, powers, authorities and remedies of any holder of a bond, debenture, mortgage, deed, charge, lien or other security given by the society or any of the amalgamated bodies, as the case may be, before such registration and receipt of acknowledgment of registry, but every such holder shall have and continue to have during the currency of his bond, debenture, mortgage, deed, charge, lien or other security the same rights, powers and remedies in respect of the assets of the association in question and the revenue therefrom as if the bond, debenture, mortgage, deed, charge, lien or other security had been given by the association in question instead of by the society or the particular amalgamated body, as the case may be. (5) (a) Any security within the meaning of Part VI that, pursuant to this section, is deemed to have been given by an association on registration of that association and receipt by it of acknowledgment of registry shall, if such security has not been already registered under some law requiring the registration of securities of the same class, be registered under this Act as a security within 60 days after the receipt by the association of the acknowledgment of registry as aforesaid or within such further time as the Minister, having regard to the particular circumstances, may by writing under his hand allow to the association. (b) Such registration shall be made as nearly as may be in accordance with the provisions of this Act relating to the registration of securities issued or granted by an association and applicable to the association in respect of the registration of securities issued or granted by it after the receipt by it of the acknowledgment of registry as aforesaid. (c) Failure by the association or the proper officer to comply with the provisions of this subsection shall not affect the validity of the security in question, but failure so to register the same in accordance with this subsection renders the association and the officer aforesaid and the managing director or other governing officer of the association liable to a penalty not exceeding $500. (d) The provisions of section 33 of the second part of the Schedule to this Act apply to the recovery of any penalty under this subsection. (6) In the case of- (a) lands subject to the provisions of the Real Property Act 1861-1978 and securities in or over such lands and dealings therewith, the Registrar of Titles; (b) lands not subject to the provisions of the Real Property Act 1861-1978, the person or authority charged with registering instruments of title to those lands or securities therein or thereover or dealings therewith; (c) securities (other than those referred to in paragraph (a) or (b)) or dealings therewith, the person or authority charged with the registration thereof

14 Co-operative and Other Societies Act, &c., Amendment Act 1978, No. I has power and authority to make or cause to be made, and shall at the written request of the association in question make or cause to be made, any necessary entries or endorsements in the appropriate register book or other record of titles, securities or dealings and to do and execute all such other acts, matters and things as may be necessary and proper to give full effect to the vesting by virtue of this section of the lands and securities in question in the association in question.".