Co-operative Societies Act of 1946 (10 Geo Vi No. 50) (Qld)

SOCIETIES. 10 GEO. VI. No. 50, 1946. Co-operative Societies Act. 245 SOCIETIES. An Act to Consolidate and Amend the Law Relating 10N~~o50: I. to Industrial and Provident Societies, and cO- O~ ' i~ TIVB to make Further Provision Relating to s~fi~: s Co-operation in Respect of Businesses, Trades, Industries, Production and Distribution of Commodities; and for other purposes. [ASSENTED TO 9TH DECEMBER, 1946.] B E it enacted by the King's Most Excellent Majesty, . by and with the advice and consent of the Legis- lative Assembly of Queensland in Parliament assembled, and by the authority or the same, as follows:- PART I.-PRELIMINARY. P: BAL~ ~ ~ Y. 1. (1.) This Act may be cited as " The Oo-operative Short title. Societies Act of 1946." *(2.) This Act shall come into operation on a date Commence- to be proclaimed by the Governor in Council by ment of Act. Proclamation published in the Gazette, which date is hereinafter in this Act referred to as the commencement of this Act. (3.) This Act shall be read and construed so as Con- not to limit the operation and effect of t" The Primary struction. Producers' Oo-operative Associations Acts, 1924 to 1934." 2. This Act is divided into Parts and Schedules, Parts a.nd as . 1 c 0 11 OWS:- oSfchAecdtu. les PART I.-PRELIMINARY; PART Il.-CO-OPERATIVE SOCIETIES; PART IlL-INCORPORATION; PART IV.-RuLES; PART V.-MEMBERS AND FUNDS; PART VI.-WINDING-UP· PART VIl.-ADMTNlS'rRA'J'ION SCHEDULE I.-MATTERS TO BE PROVIDED FOR IN RULES OF SOCIETY; SCHEDULE Il.-PROVISIONS GOVERNING BUSINESS AND PROCEDURE OF SOCIETY. * Commenced 8th February, 1947 (Proclamation published Gazette, 8th February, 1947, p. 379). t 14 G. 5 No. 45 and amending Acts.

246 PART L- PRELIHINARY. SOCIETIES. CO-operative Societies Act. 10 GEO. VI. No. 50, Repeals. Savings. 3 Subject to the provisions hereinafter in this section contained *" The Industrial and Provident Societie8Act8, 1920to1946," are hereby repealed: Provided that, without prejudice to t" The Act8 Shortening A ct8 " - (a) Every provision of any regulation made under the repealed Acts in force at the commence- ment of this Act shall continue in force until repealed or amended under this Act; (b) The forms set out in Schedule IV. to the repealed Acts may continue to be used for the purposes for which they are respectively applicable until forms for such purposes are prescribed under this Act; (c)(i.) Subject to the provisions of this paragraph (c), every subsisting industrial and provi- dent society registered under the Acts repealed by this Act shall be deemed to have been formed and registered under this Act, but shall, within the period of six months next succeeding the commencement of this Act, make and send to the registrar notice of such change, if any, of its name, and make and apply to the registrar to have registered such amendments, if any, of its rules as are in his opinion necessary to bring its name and rules into conformity with the provisions of this Act applicable to societies formed and registered here- under, and, in the case of notice of a change of name, shall send to the registrar its acknowledgment of registry issued under the repealed Acts ; (ii.) The society may make such change of name and amendments of rules, and such change and amendments may be registered, and upon registration shall have effect by virtue of this Act and in accordance with the provisions hereof; (iii.) Upon the registration of the change, if any, of name, the registrar shall issue a certificate of incorporation under and in * 10 G. 5 No. 32 and amending Acts. t 31 V. No. 6 and amending Acts.

1946. SOCIETIES. -------------- - - - Co-operative Societies Act. 247 PAR'!' 1.- PRELIMINARY. accordance with the provisions of this Act in lieu of the acknowledgment of registry; (iv.) If the society does not make and transmit the required change of name and amend- ments of its rules, if any, within the afore- mentioned period of six months, the society may be wound up and dissolved or if the registrar is satisfied that the society would, if it had always been registered under this Act, be then liable to have its registration cancelled pursuant to section forty-four of this Act, the registrar may in accordance with and subject to the provisions of section two hundred and ninety-nine of the CompaniesAct cancel the registration of such society ; (v.) Nothing in this paragraph shall apply to a society which at the commencement of this Act is being wound-up; (d) All penalties incurred under the repealed Acts by or in respect of any society before the commencement of this Act shall and may be enforced as if this Act had not been passed. 4. (1.) In this Act, unless the context otherwise Meaning of indicates or requires, the following terms shall have the terms. meanings respectively assigned to them, that is to say : - "Amendment of a rule" includes any alteration Amendment of a rule, or of any part of a rule, addition to of a rule. a rule, any new rule, and a special resolution rescinding a rule ; " Certificated accountant "-Means an accountant Certificated in public practice and who is a member ofaccounta.nt. any Association or Institute of Accountants as set forth in the Regulations under *" The Trust Account Acts, 1923 to 1925"; or who is in public practice and is an Associate in Accountancy of the University of Queens- land; " Committee"-The committee of management of Committee. a society and includes the board of directors or other governing body of a society ; * 14 G. 5 No. 4 and amending Act.

248 PART 1.- PRELIMINARY. CompaniesAct. Land. Meeting. Office. Officer. Persons claiming through a member. Prescribed. Primary Producers' Co-operative Association. Property. Registrar. Rules. Society. This Act. SOCIETIES. Co-operative Societi(jS Act. 10 GEO. VI. No. 50, " Companies Act "-*" The Oompanies Acts, 1931 to 1942," and includes any Act passed here- after in amendment of or substitution for such Acts; " Land" includes hereditaments and chattels real~ of whatever description; " Meeting" includes, when the rules so allow, a meeting of delegates appointed by members; " Office"-The registered office for the time being of a society ; " Officer" includes director, trustee, treasurer~ secretary, member of the committee, manager, or other person empowered under the rules to give directions in regard to the business of a society; "Persons claiming through a member" includes the executors, administrators, and assigns of a member, and also his nominees where nomination is allowed; " Prescribed "-Prescribed by or under this Act ; " Primary Producers' Co-operative Association "- A Primary Producers' Co-operative Associa- tion formed and registered under t" The Primary Producers' Oo-operative Associations Acts, 1924 to 1934 " (or any Act passed here- after in amendment of or substitution for such Acts) ; " Property "-All real and personal estate including books and papers; " Registrar "-The Registrar of Co-operative Societies appointed under this Act., and includes any person for the time being dis- .charging the duties of the office of Registrar; " Rules "-The registered rules for the time being of a society: the term includes any registered amendment of rules; " Society "-A society formed and registered under this Act ; " This Act "-This Act and all regulations made hereunder. * 22 G. 5 No. 53 and amending Act. t 14 G. 5 No. 45 and amending Act!<.

1946. SOCIETIES. Co-operative Societies Act. 249 PART I.- PRELIMINARY. (2.) (i.) For the purposes of this Act a special Meaning of reso 1 u t I · On means a reso I u t· IOn w h· lC h 1 . S- srepseocliuatlion. (a) Passed by a majority of not less than three-fourths of such members of a society for the time being entitled under the rules to vote as have voted in person, or by proxy (where the rules allow proxies) 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; and (b) (If objection to such special resolution is made under paragraph (ii.) of this subsection) con- firmed by a majority of such members for the time being entitled under the rules to vote as have voted in person, or by proxy (where the rules allow proxies) at a subsequent general meeting of which notice has been duly given, held not less than one month nor more than two months from the day of the meeting at which such resolution was first passed. (ii.) It shall not be necessary to confirm a special resolution at a subsequent general meeting unless within one month after the meeting at which such resolution was passed more than ten per centum of the members entitled under the rules to vote object to such resolution in writing delivered to the secretary, but if such objection is so made the resolution shall not be valid unless confirmed as hereinbefore in this subsection provided. The secretary shall record in a book kept by him for the purpose all objections received by him under this paragraph and the date of the receipt of every such objection. (iii.) At any meeting mentioned in this subsection, unless a poll is demanded, a declaration by the chairman that the resolution has been carried shall be conclusive evidence of the fact. PART n.-CO-OPERATIVE SOCIETIES. PART 11.- c~ ~ J~ ! ~ ~ ~ 5. (1.) A society may be formed as a co-operative Objects. society for all or any of the following objects :- (a) To carry on any business, trade, or industry specified in or authorised by its rules, whether wholesale or retail ;

250 PAR'!' II.- CO-OPEBA'I'IVlI SOCIE'I'lES. SOCIETIES. Co-operative Societies Act. 10 GEO. VI. No. 50, Powers. (b) To acquire and distribute information as to the markets of the world, and as to co-operative trading in general; (c) To do all such other things calculated to promote the economic interests of the members of the society in relation to the objects mentioned in this section as may be prescribed. The provisions of sections twenty-two and twenty- three of *" The Primary Producers' Co-operative Associa- tions Acts, 1923 to 1934," shall not apply to or in respect of a society formed and registered under this Act. (2.) In particular and without limiting the generality of subsection one of this section the buying and selling of, and dealings of any other kind whatsoever with, land, the working of mines and quarries, timbergetting, fishing, any manufacturing industry, the production and/or distribution of foodstuffs, commodities, chattels, or things whatsoever, and the assisting of members to acquire or erect or to improve or to repair or to maintain homes, furniture, and other domestic requirements (including as respects such assistance the making or arranging or guaranteeing of loans to members), and the assisting of members (including as respects such assistance the making, or arranging, or guaranteeing ofloans to members) for any purpose of their profession, business, trade, occupation, or industry shall be deemed to be a business, trade, or industry within the meaning of this section. (3.) A society shall be a "corporation" within the meaning of that term as defined in t" The Industries Assistance Acts, 1929 to 1933" (or any Act passed hereafter in amendment of or substitution for such Acts). 6. (1.) A society may do all or any of the following things, if specified in or authorised by its rules, as incidental to its objects, that is to say, the society may- (a) Raise money on loan for any objects of the society; (b) Receive money on deposit; (c) Acquire by purchase or otherwise shares in any other society, or in any company or body corporate; (d) Make advances to its members against pro- ducts delivered to the society ; * 14 G. 5 No. 45 and amending Acts. t 20 G. 5 No. 16 and amending Acts.

1946. SOCIETIES. Co-operative Societies Act. 251 PART H.- CO-OPERATIVE SOOIETIES. (e) Borrow or raise money in such manner and on such terms and on such security as, subject to its rules, the committee shall think fit, and secure the repayment thereof by mort- gaging or hypothecating the society's under- taking, property, and assets or any part thereof, and in particular by the issue and re-issue of any debentures or debenture-stock (perpetual or otherwise) whether or not charged upon or secured by an assignment of all or any of the society's property and assets, both present and future, including its uncalled capital, and purchase, redeem, or payoff any such securities; (j) Make, accept, endorse, execute, and issue promis- sory notes, bills of exchange, debentures, and other negotiable or transferable instruments; (g) Acquire by purchase, lease, donation, devise, bequest, or otherwise any real and personal property and sell, exchange, lease, assign, transfer, or surrender to the Crown any such property; (h) Carry out all or any of the lawful objects of the society in any part of the world, and either as principals or agents or in partnership or conjunction with any person, firm, associa- tion, or company. (2.) (a) If a society satisfies the Secretary for Public Lands that it requires any land for any purpo.se relating to a business, trade, or industry which is an object of such society and that such purpose is of public interest and that it is unable to obtain such land by agreement, the said Minister may, with the prior approval of the Governor in Council, take such land under and subject to the provisions of *" The Public W arks Land Resumption Acts, 1906 to 1940," and as respects the taking of such land the said Minister shall have and may exercise all of the powers and authorities of the Crown as a construct- ing authority under such lastmentioned Acts. (b) The Proclamation taking any land, or a later Proclamation, shall vest such land in the society for which it is taken. Moreover such society shall be liable for and shall pay the compensation in respect of such * 6 E. 7 No. 14 and amending Acts.

252 PART 11.- CO-OPERATIVE SOCIETIES. SOCIETIES. Co-operative Societi(')s Act. 10 GEO. VI. No. 50, land and all other costs, charges, and expenses incurred in connection therewith; and the Crown and the said Minister are hereby indemnified against all claims and liabilities in respect of such taking. (c) In this subsection the term " land " includes any freehold and any land held for an estate of leasehold from the Crown. Objects for which two 7. Any two or more societies registered under this or more Act may, by special resolution of both or all the societies, soc~ etiesmay apply to be registered under this Act as a society for all or sreogcIiestteyr. as a any 0 f the 0 bJ' ect s £ or wh l ' C h a SOC.Iet y may be regI.St ered and/or for all or any of the following objects, that is to say:- (a) To supervise the affairs of its component societies; (b) To render services to and act on behalf of its component societies in such ways as may be specified in or authorised by its rules; (c) To act on behalf of any component society in the prosecution of any right of action or in the defence of any proceedings where the association is of opinion that some question of common interest to. two or more component societies is involved; (d) To promote, provide for, and carry on facilities .for the education and training of officers and employees of the component societies as respects commercial and business methods and procedure, bookkeeping, advertising, and the law relating to the businesses and affairs of the component societies; (e) To generally promote, foster, and advertise the businesses of the component societies. Amalga- mation. 8. (1.) Any two or more societies registered under this Act may, by special resolution of both or all the societies, amalgamate and apply to be registered under this Act as a society, with or without any winding-up or any division of the funds of the societies or any of them.

1946. SOCIETIES. Co-operative Societies Act. 253 PART H.- CO·OPERATIVE SOOIETIES. (2.) The application shall be in or to the effect of the form prescribed, and shall be accompanied by- (a) Two copies of the proposed rules of the amalgamated society; (b) Such other particulars as may be prescribed. (3.) If the registrar is satisfied that the societies have complied with the provisions of this Act and of the regulations, and that the proposed rules of the amalga- mated society are not contrary to this Act or the regulations, the registrar shall register the society and its rules and issue a certificate that the society is registered under this Act. (4.) The amalgamation shall not prejudice any right of a creditor of any society which is a party to the amalgamation. 9. (1.) Any society may by special resolution Transfer of transfer its engagements to any other society which : ! : t~ ~ ­ may undertake to fulfil the engagements of the society. (2.) A transfer of engagements in pursuance of this subsection shall not prejudice any rights of a creditor of any society which is a party to the transfer. 10. (1.) A primary producers' co-operative associa- C~ - operation tion may become a member of any society registered or ;~ i~ary proposed to be registered under this Act for objects Producers: W h l · C h' Inc I u de one or more 0 f the 0 bJ' ect s C ~ or wh l ' C h SUC h CAoss-oopcieartaitoInvse. association was formed. (2.) A society registered under this Act may become a member of any primary producers' co-operative association formed or proposed to be formed for objects which include anyone or more of the objects for which such society is registered. (3.) Anyone or more primary producers' co-operative associations and anyone or more societies may, by special resolution of both or all of them, 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 any association may be registered under *" The Prirnary Producers' Co-operative Associa- tions Acts, 1924 to 1934" (or under any Act hereafter passed in amendment of or substitution for such Acts) ; and/or for all or any of the objects set out in paragraphs (a) to (e) of section seven of this Act. * 14 G. 5 No. 45 and amending Acts.

254 PART 11.- CO-oPBRATIYB SOOIBTIBB. SOCIETIES. Co-operative Societies Act. 10 GEO. VI. No. 50, Conversion 11. (1.) A company registered under the Companies : ~o: ~:~:. Act may, by a special resolution, determine to convert itself into a society, and for this purpose, in any case where the nominal value of its shares held by any member other than a society exceeds three hundred pounds, may by such resolution provide for the conversion of the excess of such share capital over three hundred pounds 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.) A resolution for the conversion of a company into a society shall be accompanied by two copies of the rules of the society therein referred to, and shall appoint seven persons, members of the company, who, together with the secretary, shall sign the rules, and who may either be authorised to accept any alterations made by the registrar therein without further consulting the company, or may be required to lay all such alterations before the company in general meeting for acceptance, as the resolution may direct. (3.) With the rules two copies of the special resolution for conversion of the company into a society shall be sent to the registrar, who, upon the registration of the society, shall give to it, in addi:tion to the certificate of incorporation, a certificate similarly sealed or signed that the rules of the society referred to in the resolution have been registered, but in the registered name of the company as a society the word " company" shall not be used. (4.) A copy of the resolution for the conversion of the company into a society under the seal ofthe company, together with the certificate so issued by the registrar, shall be sent for registration to the office of the registrar of companies, and upon the registration of such resolution and certificate the conversion shall take effect. (5.) Upon the conversion of a company into a society the registry of the company under the CompaniesAct shall become void, and shall be cancelled by the registrar of companies. The registration of a company as a society shall not affect any right or claim for the time being subsisting against the company, or any penalty for the time being incurred by such company.

1946. SOCIETIES. Co-operative Societies Act. 255 PART II.- CO·OPIlRATIVIIl SocmTms. For the purpose of enforcing any such right, claim, or penalty the company may be sued and proceeded against in the same manner as if it had not become registered as a society. Every such right or claim, and the liability to such penalty, shall have priority as against the property of such society over all other rights or claims against or liabilities of the society. (6.) If any security as defined in section thirty- nine of this Act issued or granted by a company is not satisfied upon the date upon which such company is registered under this Act as a society, such security shall- (i.) Be deemed to be a security for the unsatisfied amount secured thereby issued or granted by the society formed by such company upon the date upon which it was registered as such society; and (ii.) Subject to paragraph (iii.) of this subsection, have the same force and effect as it would have if it were issued or granted by the society formed by such company under and in accordance with the provisions of this Act; and (iii.) Be registered by the society formed by such company under and in accordance with the provisions of section thirty-nine of this Act. 12. (1.) A society may by special resolution Conve;sion determine to convert itself into a company under the ? ~ t~ OClety Companies Act, or to amalgamate with or transfer its company. engagements to any such company. (2.) If a special resolution for converting a society into a company contains the particulars by the CompaniesAct required to be contained in the memorandum of association of a company, and a copy thereof has been registered at the office of the registrar of companies, a copy of such resolution under the seal or stamp of the said office shall have the same effect as a memorandum of association duly signed and attested under the Companies Act.

256 PABTII.- CO-OPERATIVE SOCIETIES. SOCIETIES. CO-operative Societieis Act. 10 GEO. VI. No. 50, (3.) If a society is registered as, or amalgamates with~ or transfers all its engagements to a company, the registry of such society under this Act shall thereupon become void, and the same shall be cancelled by the registrar. The registration of a society as a company shall not affect any right or claim for the time being subsisting against such society, or any penalty for the time being incurred by such society. For the purpose of enforcing any such right, claim, or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company. Every such right or claim, or the liability to such penalty, shall have priority, as against the property of such company, over all other rights or claims against or liabilities of the company. (4.) Every security as defined in section thirty- nine of this Act issued or granted by a society and registered under this Act and not satisfied upon the date upon which such society is registered under the Companies Act as a company shall, subject to such last- mentioned Act,- (i.) Be deemed to be a security for the unsatisfied amount secured thereby issued or granted by the company formed by such society on the date upon which it was registered as such company; and (ii.) Subject also to paragraph (iii.) of this subsection, have the same force and effect as it would have if it were issued or granted by the company formed by such society upon such date; and (iii.) Be registered by the company formed by such society under and in accordance with the applicable provisions of the CompaniesAct. (5.) This section shall not apply with respect to a society which has acquired any land pursuant to the provisions of subsection two of section six of this Act and such society shall not at any time convert itself into a company under the CompaniesAct.

1946. SOCIETIES. Co-operative Societies Act. 257 PA.RT III.- INCORPORA.- TION_ PART IIl.-INCORPORATION. 13. (1.) A society shall be formed with limited Lia.bility and liability. membership. (2.) Unless otherwise provided by the rules, every person shall, subject as hereinafter provided in this section, be qualified to be a member of the society, and a person under the age of twenty-one years (but not under the age of sixteen years) may be a member of the society, and may execute all instruments and give all necessary acquittances, but shall not be competent to vote or to hold any office in the society, or to be one of the seven or more members by whom a society may be formed: Provided that any member under the age of twenty-one years shall not be entitled to avoid any of his liabilities as a member to the society on the grounds of his infancy. (3.) Notwithstanding any other provision of this Act, no member other than another society or a primary producers' co-operative association shall have or claim any interest in the shares of a society exceeding three hundred pounds. (4. ) Notwithstanding any other provision of this Act- (a) Each member of a society (not being a society formed solely by two or more component societies or by the amalgamation of two or more societies) shall be entitled to one vote only (whether in person or through a proxy, where proxies are allowed) upon any question before any meeting of the members of the society; and (b) In the case of a society formed solely by two or more component societies, every com- ponent society shall be entitled to one vote and also to one additional vote if the amount of business done by it during the preceding financial year with the society of which it is a member is double or more than double the total amount of business done by such lastmentioned society with all of the com- ponent societies divided by the number of component societies.

258 PART III.- IlWORPORA· nOli. SOCIETIES. Co-operative Societiels Act. 10 GEO. VI. No. 50. During the first financial year of a society formed solely by two or more component societies, every component society shall have one vote only. Procedur.e to 14. (1.) A society may be formed by any seven or form socIety. more person . s, provl· ded t h at t he persons are qualified to be members of the society. (2.) No society formed after the commencement of this Act by seven or more persons shall be registered unless there has been a meeting at which there have been present seven or more persons qualified to be members of the society. (3.) At the meeting there shall be presented- (a) A written statement showing the objects of the society, the ways and means proposed to be adopted to finance the society, and the reasons for believing that, when registered, it will be able to carry out its objects successfully; (b) A copy of the rules which it is proposed to tender for registration, which rules shall contain provisions in respect of the several matters set forth in Schedule I. to this Act. (4.) If at the same, or any subsequent or adjourned meeting, after consideration of the statement and rules" seven or more persons qualified to be members approve the rules with or without amendment and sign an application for membership (stating in such application their respective names, occupations, and addresses, and the number of shares for which each will respectively subscribe) they shall proceed to elect the first committee in accordance with the rules as so approved. (5.) Within two months after the election of the committee an application shall be made in the prescribed manner to the registrar for the registration of the society. Such application shall state- (i.) The name of the society with " Co-operative ". as part of and" Limited" (or the abbreviation " Ltd.") as the last word of the name; (ii.) The address in Queensland of the office of the society when registered, and shall be accompanied by- (a) A statutory declaration by the chairman and secretary of the meeting as to the compliance, with the requirements of this section;

1946. SOCIETIES. Co-operative Societies Act. 259 PART 111.- INCORPORA- TION. (b) A copy of the statement; (c) Two copies of the proposed rules signed by not less than seven applicants for membership, each of whose signatures shall be attested by a witness; (d) A list containing the full name and the occupation and address of each member of the committee; (e) A list containing the full name and the occupa- tion and address of each applicant for member- ship and the number of shares subscribed for by him; (f) Such other particulars as may be prescribed. 15. (1.) No society formed after the commence- Procedure ment of this Act by two or more societies registered ~ ~ c~ ~ ~ ~ under this Act shall be registered unless the provisions composed of {) f th I ' S sectI'On have been complied WI 'th • tswocoieotiresm. ore (2.) The application to register such society shall be jn or to the effect of the form prescribed, and shall be .accompanied by- (a) Two copies of the statement referred to in sub- section three of section fourteen of this Act ; (b) Two copies of the proposed rules signed by one member of the committee and the secretary of each component society; (c) Two lists of the component societies; (d) A list containing the full name and the occupation and address of each member of the committee; (e) A statutory declaration in duplicate by the secretary or a member of the committee of each component society that the statement and copy of the rules as accompanying the application were presented to the members representing the component societies at the meeting which passed the special resolution; (f) Such other particulars as may be prescribed. 16. (1.) The statutory declaration accompanying Powers of the application to register a society may be accepted registra.tion. by the registrar as sufficient evidence of compliance with the requirements of section fourteen or, as the case may be, section fifteen of this Act.

260 PART III.- INCORPORA- TION. SOCIETIES. Co-operative SocietieiS Act. 10 GEO. VI. No. 50, (2.) If the registrar is satisfied that the society has complied with the provisions of this Act, and that the proposed ways and means of financing the business of the society are businesslike and reasonable in the circumstances, and if the certifying barrister certifies to the registrar that the proposed rules of the society are not contrary to this Act or to the regulations, the registrar shall register the society and its rules and issue certificates that the society is incorporated under this Act and that its rules are registered under this Act. Prohibited names. 17. (1.) A society may not be registered by a name identical with that by which a society is already registered, or so nearly resembling that name or the name by which any body or association of persons is registered under any other Act or law of this State as in the opinion of the registrar to be calculated to deceive. (2.) A society shall not be registered by a name which includes any of the following words, namely~ "Royal," "King," "Queen," "Crown," "Imperial," " Empire," " Commonwealth," " State," or (excepting a. society formed by a Local Authority) "Municipal," or any word in the opinion of the registrar signifying Royal or Government support or patronage, or any word or matter in the opinion of the registrar used in such a manner as would imply, or be likely to imply, that the society is or will be wholly or partly authorised or supported by or connected with any of His Majesty's dominions unless consent has been given to the use of such name by the Governor in Council or by Royal Charter. (3.) No society shall be registered by any name which in the opinion of the registrar will, or will be likely to, mislead the public as to the identity of such society or the nature of its business. (4.) If a Society through inadvertence or otherwise is registered by a name identical with that by which a society is already registered, or so nearly resembling that name or the name by which any body or association of persons is registered under any other Act or law of this State as in the opinion of the registrar to be calculated to deceive, or which is prohibited under subsection two or subsection three of this section, the society shall, if the registrar so directs, change its name.

1946. SOCIETIES. Co-operative Societies Act. 261 PAItT III.- INCORPORA- TIoN. 18. (1.) A society may change its name by special Change of resolution, provided that the new name does not contra- name. vene any provision of subsection two or subsection three of section seventeen of this Act, and is not identical with that of any society previously registered, or that of any body or association of persons registered under any other Act, and still subsisting, or so nearly resembling that name as in the opinion of the registrar to be calculated to deceive, unless the subsisting society, or body, or associa- tion of persons, is in course of being terminated or wound- up, and consents to the registration. (2.) Notice of any change of name, together with the certificate of incorporation, shall be sent to the registrar. (3.) The registrar shall register the change of name, and shall either note the change on the certificate of incorporation or issue a new certificate of incorporation in lieu thereof in or to the effect of the prescribed form. (4.) The change of name shall be advertised as prescribed. (5.) The change of name shall not affect the continuity of the identity of the society or any right or obligation of the society, or of any member or other person, 01' render defective any legal proceedings by or against the society. (6.) Any legal proceedings that might have been continued or commenced against the society by its former name may be continued or commenced against it by its new name. (7.) Any reference in any share certificate, mortgage, lien, security, bond, debenture, agreement, contract, deed, or other document, instrument, or writing what- soever to any such society shall be read and construed as if the new name of such society appeared therein on and from the date when the change of name is noted in its certificate of incorporation or a new certificate of incorporation is issued instead of its old certifica re, and shall operate and take effect accordingly. 19. A society registered under this Act shall be a Body body corporate by the name under which it is registered, corporate. with perpetual succession and a common seal, and shall have power to enter into contracts, to institute and defend actions, suits, and legal proceedings, and to do all things necessary for the purposes of its constitution.

PM± : iIL~ INOOJ,!.POR.ol· !rION. SOCIETIES. Co-operative SocietiC's Act. 10 GEO. VI. No. 50, Appeal from refusal to' 20. (1.) If the registrar refuses to register a society register the applicants for registration may appeal from such society. refusal to the Supreme Court. (2.) If the refusal of registry is overruled on appeal, t.he registrar shall register the society and its rules and issue certificates that the society is incorporated under this Act and that its rules are registered under this Act. PART IV.- RULES. PART IV.-RuLEs. Rules. 21. The rules of a society shall be divided into paragraphs numbered consecutively, and shall contain provisions in respect of the several matters set forth in Schedule I. Schedule 1. to this Act. Alteraotion of rules. 22. (1.) An amendment of a rule of a society shall not be made unless the amendment has been passed by a special resolution. (2.) The society shall within one month apply to the registrar to have the amendment registered and the application shall be made as prescribed and be accompanied by- (a) A statutory declaration in duplicate from the chairman and secretary of the meeting as to compliance with the requirements of this section; (b) Two copies of the amendment signed by the secretary and not less than three members. (3.) Where the amendment alters part only of a rule, a copy of the amendment shall mean a copy of the rule as altered. (4.) If the registrar is satisfied, and upon the certifi- cate of the certifying barrister, that the amendment is not contrary to this Act or to the regulations, the registrar shall register the amendment as prescribed, and until the amendment is so registered the amendment shall not take effect. (5.) The rules of the society shall be read subject to any amendment so registered and certified. When 23. (1.) The registrar may refuse registration of rmegaiystrraerfuse any rule or any amendment of a rule which, in his to register opinion- rules. (a) Would adversely affect the financial position of a society to the extent of unduly reducing the assets; or

1946. SOCIETIES. Co-operative Societies Act. 263 PAltT IY,..,- RVr,IilS" (b) Imposes any unreasonable condition affecting the rights of members or inequitable provision relating to the settlement of disputes or the terms of secession of members. (2.) The registrar may require the revision or alteration of any rule or amendment of a rule, whether registered or submitted for registration, containing any such provisions. 24. No member shall be bound by an amendment When of a rule of a society after the date upon which he became : e~ ~ eb; lOt a member if and so far as such amendment requires amendment him to take or subscribe for more shares than the number of a rule. held by him at the date on which the amendment is made or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the society; but this subsection shall not apply in any case where the member agrees in writing, either before or after the amendment is made, to be bound thereby. 25. Subject to this Act, the rules of a society R:u!es to shall bind the society and all members thereof and ~ ~ bers. 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 such rules a covenant on the part of such member, his executors, administrators, and assigns, to conform thereto. 26. (1.) If the registrar refuses to register any Appeals from rule or amendment of a rule, the society may appeal ~ : ~ ~ : : r~ o from such refusal to the Supreme Court. (2.) If the refusal of registry is overruled on appeal, the registrar shall register and certify as prescribed the rule or amendment of a rule in question. n. 27. The provisions set forth in Schedule to Rul~ s as to this Act as respects the business, proceedings' oandf bus S m O ~ C s I s et .. I & es. c., property of societies shall be observed. Schedule 11. PART V.- PART V.-MEMBERS AND FUNDS. MEMll)<lRS. AND FUNDS. 28. (1.) The members of a society which is formedMembe;s. under this Act shall be the persons who sign the applica- tion for membership on the formation of the society, and any other persons who are admitted to membership in accordance with its rules.

264 PART V.- MEMBERS AND FUNDS. SOCIETIES. Co-operative Societie's Act. 10 GEO. VI. No. 50, (2.) The members of a society which at the commencement of this Act is registered under the Acts repealed by this Act or deemed to be registered thereunder and which is registered as a society under this Act, shall be the persons who at the date of registration under this Act were members of the society, and any other persons who are admitted to membership in accordance with its rules. (3.) The members of a company which is registered as a society under this Act shall be the persons who at the date of the registration were members of the company, and any other persons who are admitted to membership in accordance with the rules of the society. (4.) The members of a society formed of two or more societies shall be the component societies which formed such society and any other society which is admitted to membership in accordance with its rules. (5.) The members of an amalgamated society shall be the persons who, at the date of the amalgamation were members of any society which is a party to the amalgamation, and any other persons who are admitted to membership in accordance with the rules of the amalgamated society. (6.) When a society appoints any member to represent the society in respect of any share held by it in any other society, the person so appointed shall during the continuance of his appointment be deemed to be a member of that society and as holding the share for all purposes except the liability in respect of the share or except the transfer thereof or the giving of receipts for any dividend thereon. (7.) No rights of membership shall be exercised unless or until the member has made such payment to the society in respect of membership or acquired such share or interest as may be provided in the rules of the society. Cessllr of 29. A person shall cease to be a member in any of membership. the following circumstances, that is to say : - (a) Where his share is transferred to another person in accordance with the rules of the society and the transferee is registered as holder in his place;

1946. SOCIETIES. Co-operative Societies Act. PART V.- MEHmiIlIS AND .FUNDS. (b) Where his share is forfeited In accordance with the rules of the society; (c) Where his share is sold by the society under a power conferred by the rules of the society, and the purchaser is registered as holder in his place; (d) Where his share is purchased by the society in accordance with the provisions of this Act; (e) Where he is expelled in accordance with the rules of the society; (/) Where he becomes bankrupt and the official assignee disclaims in accordance with. the laws in force relating to bankruptcy; (g) On death, provided that his estate shall remain liable until his nominee, executor, or administrator or some other person is registered as holder in his place, or until the society pays the value of his share in accordance with the provisions of this Act; (h) Where the contract of membership is rescinded on the ground of misrepresentation or mistake; (i) Where the amount paid up on his share is repaid to him in accordance with the rules . of the society; (j) Where the society is wound-up; (k) In the case of a component society of a society formed of two or more societies, where the registration of the component society is cancelled or the component society is wound-up or ceases to be such member in accordance with the rules of the society formed by the two or more societies. 30. (1.) The capital of a society shall vary in Sha.res. amount according to the nominal value of shares from time to time subscribed. (2.) The capital shall be divided into shares of a fixed amount, which shall be specified by the rules.

PaRT'Y,.- ·IIII11KBl!lRS AND FUNDR. SOCIETIES. Co-operative Societies Act. 10 GEO. VI. No. 50, (3.) Except as otherwise provided in this section, the shares shall be of one class all ranking equally. (4.) The shares may be classified as shares with and shares without a contingent liability attached thereto, and each class of shares shall have such rights as may be specified in the rules of the society. (5.) Shares with a contingent liability attached thereto may be issued with such maximum amount of the contingent liability and upon such conditions as may be specified in the rules of the society. (6.) No share shall be allotted unless one-tenth of the nominal value thereof has been paid. (7.) Any balance unpaid in respect of shares at the time of allotment shall be paid by periodic subscriptions or in such manner as may be specified in the rules. (8.) No individual person who is a member Rhall hold shares of a greater nominal value than three hundred pounds or such less nominal value as may be specified in the rules : Provided that where a society has made a loan to a member and the nominal value of shares held by such member has exceeded, or at any time exceeds, the nominal value permitted by or under this subsection, such member shall, until the amount lent to him has been repaid to the society with interest thereon, be liable to make to the society the payments which he would be liable to make if all such shares were lawfully held by him and no security for the repayment of such loan taken by the society shall be affected by any contra- vention of this subsection. (9.) A member shall subscribe for such minimum number of shares as may be prescribed by the rules, and the number may be determined with reference to the use made by him of the society or in any manner specified in the rules. (10.) A share may not be sold or transferred without the consent of the committee. (11.) Any dividend, rebate, or bonus to a member shall be applied in paying off any subscription or calls on shares which may at the time when the dividend, bonus, or rebate becomes payable or allowable be due by him and unpaid.

SOCIETIES. : - ~ ( } 1 1946. Co-vperative, Societies Act. , f P M # ' P 1 : 1 ! l T " . ¥ tI v ;' ~ W / ? - ~ , ---------------------------------------------- 31. (1.) The maximum annual amount which may L~ II? - it of be paid to a member by way of dividend in respect of dIvIdends, any share held by him shall not exceed a rate per centum per annum on the amount paid up on the share greater by more than two per centum than the rate per centum of interest currently payable by the Commonwealth upon loans raised ·by public subscription. ., ". For the purposes of this subsection the latest Commonwealth loan, and where such loan provid~ s different rates of interest the highest rate shall be taken into account. 32. (1.) Five per centum at least of the surplus FundR. arising in any year from. the business of a society slr~ l1 be .carried to a capital reserve fund. (2.) The capital reserve fund shall not be distributed amongst the members of the society, except in the event of winding-up. (3.) The capital reserve fund shall at any time be ,applicable to any purpose to which the capital of the society is applicable. !4.) If authorised by the rules of the society, but subject to the provisions of subsections one and two of this section, any part of the surplus arising in any year from the business of the society may-- (a) Subject to section thirty-one hereof, be paid to a member by way of dividend in respect of the shares held by him; (b) Be paid to a member by way of bonus or rebate based on the business done by him with the society; (c) Be credited to any person who is not a member but is qualified to be a member, by way of bonus or rebate in proportion to the business done by him with the society; (d) Be paid or credited to any employee by way bf bonus in proportion to his salary or wages. (5.) The rules may provide that the amount of any dividend, bonus, or rebate payable to a member may be retained by the society and in such case shall be deemed to be a loan by the member to the society. In such case the rules shall make provision satis- factory to ·the registrar respecting the rights of members with respect to such loans.

268 PART. V.- MEMBERS AND FUNDS. SOCIETIES. Co-operative Societies Act. 10 GEO. VI. No. 50, Any such loan shall be credited to a fund to be called the" Members Loan Fund," and such fund shall at any time be applicable to any purpose to which the capital of the society is applicable. (6.) The rules may, subject to subsections one and two of this section, provide that, where a surplus arises in any year from the business of the society, any part of so much of such surplus as is derived from any class, department, or section of such business may be paid or credited to any member, or to any person who is not a member but is qualified to be a member, in proportion to the business done by him with the society in respect of such class, department, or section of its business. (7.) A bonus or rebate shall only be credited to any employee or person who is not a member, until the amount credited is equal to the nominal value of the minimum number of shares for which a member is required by the rules to subscribe and in or towards payment for such minimum number of shares to be issued to him on application as prescribed by the rules. (8.) Nothing in this section shall preclude the payment of a bonus to an employee in accordance with the terms of his employment.. (9.) In this section the surplus means the surplus after making proper allowance for depreciation in value of the property of the society and for contingent liability for loss. Liability of 33. A member shall be liable to the society for members. the amount, if any, unpaid on the shares held by him, together with any charges payable by him to the society as prescribed by the rules. Purchase of 34. A society may, if authorised by its rules, shares. and with the consent of the member, purchase out of its capital reserve fund or Members Loan Fund, or both such funds, any share of a member in the society, provided that the shares so purchased in anyone year shall not exceed one-twentieth of the paid-up capital of the society. Cancellation 35. A society may cancel or sell and re-issue any ~ ;~h~~~ ~ue share purchased by or forfeited to the society in accord- ance with the provisions of this Act or its rules.

1946. SOCIETIES. Co-operativ'e Societies Act. 269 PART v.- MEMBERS AND FUNDS. 36 A society shall have a charge upon the share Charge ~ nd or interest in the capital and on the credit balance of a ~ ~ ; O! ~ iety. member or past member and upon any dividend, bonus, or rebate payable to a member or past member in respect of any debt due from the member or past member to the society, and may set off any sum credited or payable to a member or past member in or towards payment of the debt. 37 (1.) A society may, if authorised by its rules, Investment. invest any of its funds in any of the following, that is to say:- (a) Any securities authorised by law for the investment of trust funds; (b) Deposit in the Commonwealth Savings Bank or in the Commonwealth Bank or any trading bank; (c) Subject to subsection four of this section, in the shares or on the security of any other society, or registered building society, or of any company registered under the Companies Acts or incorporated by Act of Parliament or by charter; (d) Any prescribed securities. (2.) A society so investing shall be deemed to be a person within the meaning of the CompaniesAct and of any Act relating to building societies. (3.) A society shall not acquire by purchase or otherwise shares in any society, company, or association with unlimited liability. (4.) Any property to which a society may become absolutely entitled by foreclosure, surrender, or other extinguishment of the right of redemption shall as soon afterwards as may be reasonable and conveniently practicable (regard being had to its fair market value) be sold or converted into money. 38. (1.) A society may, if authorised by its rules, Dealing with make a contract with a member requiring him to have members and any specified dealings with the society for a fixed period, applicants. and in particular requiring him to sell products through or to the society, or to obtain supplies or services through or from the society, with provision for the payment by him to the society of specified sums as liquidated damages for the breach of any term of the contract, and the contract shall be binding upon the society and all other

270 PART V.- MEMBERS AND FUNDS. SOCIETIES. Ca-operative Societies Act. 10 GEO. VI. No. 50, parties, notwithstanding that but for this Act the contract would be invalid as being in restraint of trade~ and any such sum shall for the purposes of section thirty-six of this Act be deemed to be a debt due from the member to the society. (2.) When the society is authorised by its rules to have any dealings with a member, the society shall~ unless the rules otherwise provide, be deemed to be authorised to have similar dealings with any person who applies and is qualified to be a member. Interpre- tation. 39. (1.) In this section the expression " security" means and includes a mortgage, encumb- rance, charge, lien, bond, debenture, debenture stock, floating charge, bill of sale, or other written instrument duly issued or granted as or by way of security by a society. The term expressly includes a bill of sale as defined by the laws in force relating to bills of sale of personal chattels and also any lien on wool, mortgage of live stock, and lien on crops as referred to in *" The Mercantile Acts, 1867 to 1896." The term does not, however, include a mortgage so far as it includes land, wheth3r subject to t" The Real Property Acts, 1861 to 1942," or not, or so far as it includes any tenement or interest therein under and subject to the laws in force relating to the occupation or leasing of Crown lands or to mines or mining. • Registration (2.) Whenever a society under or in pursuance of ogifvseencubryitiaes the powers in that behalf contained in this Act or in society. any of its rules has duly issued or granted to any person any security (whether by way of principal or collateral security), then the following provisions shall apply and be observed:- (i.) Within sixty days after the date of the creation of the security or such further time as the Minister under any particular circumstances may by writing under his hand allow to the society, the security shall be registered in the office of the clerk of petty sessions of the petty sessions district in which the registered office of the society is situated. Such registration shall be effected in the manner following :-The officer of the society * 31 v. No. 36 and amending Acts. t 25 v. No. 14 and amending Acts.

1946. SOCIETIES. Co-operative Societies A.ct. 271 PART v, ~ MlIIMBlIiRS· AND FUNDS. authorised In that behalf by the direotors thereof shall, save as is next hereinafter provided, make a true oopy of every suoh seourity and shall lodge the same with the said clerk of petty sessions, with an endorsement thereon signed by suoh offioer of the ~ ooiety and dated on· the date on whioh he signs the same, stating that the seourity is oorreot for purposes of registration. (ii.).The said clerk of petty sessions shall forthwith register the same in a register to be kept at his offioe, and shall forthwith send partioulars in the presoribed form of the oontents and effeot of suoh seourity to the registrar, and also to the Registrar of the Supreme Court, Brisbane, eaoh of whom shall file and reoord the same without fee. (iii.) Provided that where a series of debentures containing or giving by referenoe to any other instrument any charge to the benefit of which the debenture-holders of that series are entitled pari passu is created by a society, it shall be suffioient if there are lodged with the said clerk of petty sessions within sixty days or suoh further time as aforesaid after the execution of the deed containing the oharge, or, if there is no suoh deed, after the exeoution of any debenture of the series, the following particulars :- (a) The total amount seoured by the whole series ; and' (b) The dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined; and (c) A general description of the property oharged; and (d) The names of the trustees (if any) for the debenture-holders, together with a true oopy of the deed containing the charge or, if there is no such deed, one of the debentures of the series, and the said olerk of petty sessions shall enter these partioulars in the said register. In any case where more than one issue is made of debentures in the same series there shall be sent to the said clerk of petty sessions for entry in the register particulars of the date and amount of eaoh issue. The said clerk of petty sessions

272 PART V.- MEMBERS AND FUNDS. SOCIETIES. Co-operative Societies Act. 10 GEO. VI. No. 50, shall send particulars of all such debentures to the officers mentioned in paragraph two of subsection two of this section, who shall file and record the same without fee. (iv.) Any person shall have the right to search the said register at the office of the said clerk of petty sessions and to inspect the particulars aforesaid relating to any security filed in the office of the registrar or in the Registry of the Supreme Court, Brisbane, and to make any copy or extract therefrom on payment of the fee of two shillings and six pence. (v.) Failure by the society or the officer of the society as aforesaid to comply with any of the provisions of this section shall not affect the validity of the security issued or granted, but if any security or, in the case of debentures, the prescribed particulars thereof is or are not registered or sent to the said clerk of petty sessions within the prescribed time, the society and the said officer and the managing director or other governing officer of the society shall each of them be liable to a penalty not exceeding one hundred pounds. Stamp duty. (vi.) The stamp duty on any security may be denoted by adhesive stamps. Certain other Acts anpopt ltyo. (vii.) The provisions of *" The Bills of Sale Acts, 1891 to 1941," and of t" The Mercantile Acts, 1867 to 1896," shall not apply to a security under this Act, and any such security shall have the like force and effect as it would have had if this Act had not been passed and such security had been duly registered under the said *" The Bills of Sale Acts, 1891 to 1941," or t" The Mercantile Acts, 1867 to 1896," as might be legally required. PART VI.- WINDING·UP AND CANCELLATION. PART VI.-WINDING-UP AND CANCELLATION. Winding·up. 40. (1.) A society may be wound-up voluntarily or by the court or upon a certificate of the registrar. (2.) In the case of a winding-up either voluntarily or by the court, the society may be wound-up in the same manner and in the same circumstances in which a company formed or registered under the CompaniesAct may be so wound-up: * 55 V. No. 23 and amending Acts. t 31 V. No. 36 and amending Acts.

SOCIETIES. 273 PART VI.- 1946. Go-operative Societies A ct. WINDING-UP AND _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ~ _ CANCELLATION. Provided that where on the application of the registrar or of any person interested the court is satisfied that the registration of the society was obtained by fraud, the court may wind up the society. (3.) In the case of a winding-up upon the certificate of the registrar, the society may be wound-up if the registrar certifies that any of the following events has occurred, that is to say:- (a) That the number of members is reduced to less than seven, or in the case of a society formed by two or more other societies, to less than two; (b) That the society has not commenced business within a year of registration or has suspended business for a period of more than six months; (c) That an event (to be specified in the certificate) has occurred upon the occurrence of which this Act or the rules provide that the society is to be wound-up; (d) That the registration of the society has been obtained by mistake; (e) That the society exists for an illegal-purpose; (f) That the society has wilfully and after notice from the registrar violated the provisions of this Act or of the rules of the society ; (g) That the society, being a society registered under Acts repealed by this Act, has not made and transmitted to the registrar the alterations, if any, in its rules as required by this Act. (4.) The registrar shall not so certify unless the event has been proved to his satisfaction, and unless in the case of paragraphs (d), (e), and (f) of subsection three of this section the Minister consents to the issue of the certificate. (5.) When the registrar so certifies he may appoint a person to be the liquidator of the society, and the liquidator shall give such security and be entitled to receive such fees as may be prescribed.

274 SOCIETIES. PAltT VI.- WINDING-UP AND Co-operative Societies Act. 10 GEO. VI. No. 50, CANOIliLLA'J'ION. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ < (6.) In the case of any winding-up of a society the provisions of the CompaniesAct with respect to the winding-up of a company formed or registered under Part Ill. of that Act shall apply to the winding-up of the society, provided that for the purposes of this section- (a) The terms "special resolution " and "extra- ordinary resolution" shall have the meaning given to a special resolution by this Act ; (b) The term " registrar " shall have the meaning given to it by this Act; (c) The provisions with respect to the winding-up of a company by the court shall apply to the winding-up of the society, whether the winding-up is by order of the court or upon a certificate of the registrar, save that where the winding-up is on the certificate of the registrar in any of the events specified in paragraphs (a), (b), (c), (d), or (g) of subsection three of this section, the liquidator shall have the powers of liquidators mentioned in section two hundred and fifty-four of the CompaniesAct and section two hundred and forty-two of that Act shall apply. (7.) Notwithstanding any other provision of this section the winding-up of a society shall be deemed to commence- (a) At the time of passing the resolution to wind-up, if the winding-up is voluntary; (b) At the time of making the order to wind-up, if the winding-up is by the court ; (c) At the time of the certificate, if the winding-up is upon a certificate of the registrar. (8.) The liquidator shall cause a notice of the commencement of the winding-up to be advertised in tbe Gazette and in a newspaper circulating in the district in which the office of the society is situated. (9.) In the case of a voluntary winding-up the liquidator shall, within one month after the affairs of the society have been fully wound-up, send to the registrar an account and balance-sheet signed and certified by

SOCIETIES. 275 PART VI.- 1946. Co-operative Societies Act. WINDING-UP AND _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - - ,- _ -- - -- : -~ CANOELLATION_ the liquidator as correct, and showing the assets and liabilities of the society at the commencement of the winding-up and the mode in which those assets and liabilities have been applied and discharged, and in default of so doing the liquidator shall be guilty of an offence and liable to a penalty of not more than five pounds for every day during which the default continues. 41. (1.) Where a society is being wound-up, no Liability?f contribution sh • all be require.d from any member exceedi • ng w m~ m md? m er g s -ump• the amount, If any, on the shares in respect of which he is liable as a past or present member, together with any charges payable by him to the society in accordance with the rules. (2.) No sum due to any member of a society in his character as a member by way of dividends, profits, or otherwise shall be deemed to be a debt of the society payable to the member in a case of competition between himself and any other creditor not being a member of the society, but any such sum may be taken into account for the purpose of the final adjustment of the rights of contributors amongst themselves. 42. A society shall not be dissolved and the registra- Dissolution. tion of the society cancelled until a certificate signed by the liquidator or by the secretary or some other officer approved by the registrar has been transmitted to the registrar that all property vested in the society has been duly conveyed or transferred by the society to the persons entitled. 43. As soon as may be practicable after the society Cancellation is dissolved or deemed to be dissolved, the registrar shall register the dissolution and cancel the registration of the society. 44. Where a society would if it were a company be Removal of li~ble, u~ der the provisions ?f section two hun?redand ~~ !l: ;t from mnety-mne of the Compames Act, to have It5lname register. struck off the register of companies, the registrar may in accordance with and subject to the provisions of the said section two hundred and ninety-nine cancel the registration of such society, and the provisions of the said section two hundred and ninety-nine shall, subject to all necessary modifications, apply and extend accordingly.

:276 PART VII.- ADMINISTRA- TION. SOCIETIES. CO-operative Societies Act. 10 GEO. VI. No. 50, PART VII.-ADMINISTRATION. Registrar. 45. (1.) There shall be a registrar of co-operative societies, and an office of the registrar. (2.) The registrar shall be appointed by the Governor in Council. (3.) Until the Governor in Council appoints a registrar and the Minister notifies such appointment and the address of the office of the registrar in the Gazette, the Registrar of Friendly Societies shall be the registrar, and the office of the Registrar of Friendly Societies shall be the office of the registrar. (4.) All certificates, rules, and documents kept in the office of the Registrar of Friendly Societies under the Acts repealed by this Act shall be kept in the office of the registrar. (5.) All certificates, rules, and documents required to be registered under this Act or to be transmitted to the registrar for record shall be kept in the office of the registrar. (6.) The registrar shall have such duties, powers, and authorities as are prescribed. (7.) During the absence from duty for any cause whatsoever of the registrar, the duties, powers, and authorities of the registrar may be performed and exercised by a deputy to be appointed by the Governor in Council. (8.) The registrar shall have a seal of office. Certifying barrister. (9.) The Minister shall appoint a barrister-at-Iaw of the Supreme Court of Queensland to be the certifying barrister under this Act. No rule or amendment of a rule of a society shall be registered until the certifying barrister certifies that such rule or amendment is not contrary to any provision of this Act. Information 46. (1.) On any application for registration of a aevniddence. usoncdieerty tohrios f aAncyt ruthleeorreagmisetnrdarmemntayof arerquuleiroer dfroocmumtehnet applicant such information and evidence as may be reasonable in order to show that the application should be granted.

1946. SOCIETIES. Co-operative Societies Act. 277 PART VII.- ADMINISTRA- TION. (2.) The registrar may require from a society such information and evidence as may be reasonable in order to show that the society is bona fide carrying on business in accordance with the provisions of this Act. (3.) The registrar may require from a society such .evidence as he thinks proper of all matters required to be done and of the entries in any document required to be transmitted to him under this Act. 47. (1.) The registrar shall, on the application Special of a majority of the committee, or of not less than ~eet. ing and one-tenth of the members- lfiqUlry. (a) Call a special meeting of the society; or (b) Hold an inquiry into the affairs of the society. (2.) The application shall be supported by such .evidence as the registrar directs for the purpose of showing that the applicants have good reason for requiring the meeting or inquiry, and that the application is made without malicious motive. (3.) Such notice of the application sh.all be given to the society as the registrar directs. (4.) The applicants shall give such security for the .expenses of the meeting or inquiry as the registrar directs. (5.) The registrar may direct at what time and place the meeting is to be held, and what matters are to be discussed and determined at the meeting, and shall give such notice to members of the holding of such meeting as he deems fit notwithstanding any provision in the society's rules as to the giving of such notice. (6.) The meeting shall have all the powers of a meeting called in accordance with the rules of the society, and shall have power to appoint its own chairman, any rule of the society to the contrary notwithstanding. (7.) The registrar may appoint an inspector for the purpose of the inquiry. (8.) All expenses of and incidental to the meeting or inquiry shall be defrayed by the applicants or out of the funds of the society, or by any officer or member or former officer or member in such proportions as the registrar directs, and may be recovered as a debt in any competent court.

;278 PART VII.- ADMINISTRA· TION. SOCIETIES. Co~operative Societies Act. 10 GEO. VI. No. 50, (9.) The registrar may without any application hold an inquiry into the working and financial condition of any society, and for that purpose may appoint an inspector to examine into and report to him upon the affairs of the society. (10.) Any inspector appointed under this section may require the production of all or any of the books and documents of the society, and may examine on oath any officer, member, agent, or employee of the society, and may administer an oath accordingly. (11.) (a) Upon the completion of an inquiry under this section, the registrar may if he thinks fit call a special general meeting of the society. (b) The provisions of subsections five, six, and eight of this section shall apply to such meeting. Recovery of 48. (1.) Every society or person who contravenes p & e c n . alties, or fails to comply with any provision of this Act shall be guilty of an offence and liable, if no specific penalty is provided, to a penalty of not more than fifty pounds. (2.) Every penalty imposed or to be imposed by or in accordance with this Act, or the rules of a society, shall be recoverable in a summary way under *" The Justices Acts, 1886 to 1945." (3.) Any such penalty, if imposed by this Act, shall be recoverable upon the complaint of the registrar, or of any person aggrieved, and, if imposed by the rules of a registered society, shall be recoverable upon the com- plaint of any person authorised by the committee of the society. (4.) Any costs or expenses ordered or directed by the registrar to be paid by any person under this Act shall be recoverable as a civil debt. (5.) Where proceedings are taken against a society for the recovery of any penalty under this Act, the complaint or other process shall be sufficiently served by leaving a true copy thereof at the registered office of the society, or, if that office is closed, by posting the copy on the outer door of that office. Regulations 49. (1.) The Governor in Council may, from time ~ C: t c: ~ tng to time, make regulations prescribing all matters which by this Act are required or permitted to be prescribed, * 50 V. No. 17 and amending Acts.

1946~ SOCIETIES. Go-operative Societies Act. 279 PART VII.- ADMINISTRA_ TION, and respecting registry and procedure under this Act, and the forms to be used for such registry and procedure or otherwise under this Act, and the respective purposes for which such forms are to be used, and the duties an1 functions of the registrar, and the inspection of documents kept by the registrar under this Act, and the fees to be paid for matters to be transacted or the inspection of documents under this Act, and generally for carrying this Act into effect. Such regulations may impose a penalty for any breach thereof and also distinct penalties in cases of successive breaches thereof, provided that no such penalty shall exceed twenty pounds. Such regulations may impose a daily penalty not exceeding two pounds a day for any continuing breach thereof. (2.) Regulations may be made upon the passing of this Act. (3.) All regulations made under this Act shall be published in the Gazette and upon such publication shall be judicially noticed. (4.) All such. regulations shall be laid before Parliament within fourteen days after the making thereof if Parliament is then sitting, or, if not then sitting, then within ten days from the then next assembling of Parliament. 50. Every copy of rules or other instrument or Evidence of document, or copy or extract of an instrument or docu- documents. ment, bearing the seal or stamp of the registrar, shall be received in evidence without further proof; and every document purporting to be signed by the registrar, or any inspector or auditor under this Act, shall, in the absence of any evidence to the contrary, be received in evidence without proof of the signature. 51. The registrar shall in every year transmit to the Registra.r Minister for presentation to Parliament a report of his to r~ port proceedings and of the principal matters transacted by yea.r y. him during the preceding year. 52. The judges of the Supreme Court, or a majority Supreme of such judges of whom the Chief Justice shall be one, Court rules. may make rules as to the form of appeals under this Act and the hearing thereof and otherwise in relation thereto.

280 SOCIETIES. SOHEDULE 1.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - MATTERS TO BE Co-operative Societies Act. 10 GEO. VI. No. 50, PROVIDED FOR IN RULES OF SOCIETY. SCHEDULE I. MATTERS TO BE PROVIDED FOR BY THE RULES OF REGISTERED SOCIETIES. The rules of a society shall be divided into paragraphs numbered consecutively and shall set forth:- 1. The name of the society with the word "co-operative" as part of the name and with the word" limited" (or the abbreviation " Itd.") as the last word of the name. 2. Where the office of the society is to be situated. 3. The objects of the society. 4. Whether the society intends to avail itself of any powers authorised by this Act as incidental to its objects and in the case of the borrowing powers within what limits. 5. The manner in which the capital of the society is to be raised. 6. The manner in which the funds of the society are to be managed and in particular the mode of drawing and signing cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments for and on behalf of the society. 7. The purposes to which the funds of the society are to be applied and the manner in which they may be invested. 8. In the case of any society which is authorised to make an advance, the manner in which an application for an advance is to be made, the conditions with which an applicant is to comply, the manner in which an advance is to be made and repaid, the deduction if any from premium, the conditions upon which a borrower may redeem the amount due from him before the expiration of the period for which the advance is made, and the terms upon which a mortgage may be redeemed. 9. The manner in which any gain or surplus which may result from the transactions of the society is to be distributed amongst members. 10. The manner in which any loss which may result from the transactions of the society is to be provided for. 11. The nominal value of each share in the society. 12. The maximum nominal value to which a member may have or claim an interest in the shares, not exceeding the amount allowed by this Act. 13. Whether the shares are to be of one or more classes within the limits allowed by this Act, and if so, what rights each class is to have. 14. The amount of the contingent liability, if any, attaching to shares. 15. The terms upon which shares, including shares, if any, with a contingent liability attached thereto, are to be issued. 16. The periodic subscriptions by which or the manner in which shares are to be paid for. 17. The maximum amount which may be paid to a member in the form of dividend in respect of the shares held by him, not exceeding the amount allowed by this Act.

SOCIETIES. 281 1946. Co-operative Societies Act. 18. Provision for the forfeiture of shares on expulsion or SCHEDULE 1.- MATTERS TO BE PROVIDED FOR IN on RULES 011' SOCIETY. failure to pay any subscription or call, the extent to which members whose shares have been forfeited shall remain liable for any amount still unpaid in respect thereof, the sale or cancellation of forfeited shares, and the purchase of shares by the society. 19. The mode and conditions of admission to membership, and the payment to be made or the share or interest to be acquired before the exercise of the rights of membership. 20. The rights and liabilities of members, and of the estates of deceased members and of members whose estates have been seques- trated or assigned. 21. The manner in which the share or interest of members may be transferred. 22. The circumstances in which members may be expelled, and the rights and liabilities of expelled members. 23. The number of members of the committee, the qualification of such members, and the manner of electing, remunerating, and removing them and filling a vacancy, whether they are to be elected annually or half-yearly, the period for which they are to hold office, and whether they are to retire by rotation or otherwise, and prohibiting the appointment of or continuance in office of an undischarged bankrupt. 24. The powers and duties of the committee, the requisite notice of meetings, the quorum for meetings of the committee, and the procedure at such meetings, and for the keeping of minutes of proceedings of the committee. 25. The intervals between general meetings of the society, the manner of calling general and special meetings, the requisite notices of meetings, and the quorum for meetings, of the society, and providing for a general meeting of the society once at least in every period of twelve months, and for the keeping of minutes of the proceedings of all such meetings and for the rights of members to inspect such minutes. 26. The procedure at meetings of the society, including the rights of members in voting thereat, and the manner of voting. and regulating the demanding and conduct of a poll. 27. The manner of appointing, remunerating, and removing officers of the society, the powers and duties of officers, and the security (being not less than the minimum amount of security prescribed by this Act) to be given by any officer having the receipt or charge of any moneys belonging to the society. 28. Whether the books, accounts, and securities of the society are to be audited annually or more frequently, but so that the pro- visions of the rules relating to audit shall comply with the requirements of this Act. 29. The manner of appointing, remunerating, and removing auditors. 30. Provision for the custody of securities belonging to the society. 31. The charges, including any charges on admission or for working expenses or otherwise, which are to be payable by a member to the society.

282 SOCIETIES. SCHEDULE J------------------------------------------------------------ MATTERS' TO BE Co-operative Societies Act. 10 GEO. VI. No. 50, PROVIDED FOR IN RULES OF SOCIETY. 32. The circumstances in which fines and forfeitures may be imposed on members of the society, and the amount of the fines not exceeding two pounds. 33. Whether disputes between the society and any of its members, or any person claiming by or through any member, under the rules, are to be settled by reference to arbitration or how otherwise. 34. The manner of altering and rescinding the rules, and of making additional rules. 35. Provision for the device, custody, and use of the seal of the society. 36. The manner in which the society may be wound up. 37. Such other matters as may be prescribed. SCHEDULEII.- PROVISIONS GOVERNINQ BUSINESS AND PROCEDURE OF SOCIETY. SCHEDULE Il. Registered office. 1. Every society shall have a registered office to which all communications and notices may be addressed, and shall, within fourteen days after any change in the address of its registered office, send to the registrar the prescribed notice of such change. Furnishing information. 2. Every society shall from time to time-- (i.) Furnish to the registrar such information as he may require; and (ii.) If the registrar has cause to believe the books are improperly kept, comply with the requirements of the registrar in relation to the books and forms of accounts kept or to be kept, and the entries made or to be made therein, and the manner in which such entries are made or to be made therein. Publication of name. 3. Every society shall-- (a) Paint or affix, and keep painted or affixed, its registered name on the outside of every office or place in which the business of the society is carried on, in a conspicuous position in letters easily legible; and (b) Have its registered name engraven in legible characters on its seal; and (c) Have its registered name mentioned in legible characters in all notices, advertisements, and other official publications of the society, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods, purporting to be signed by or on behalf of such society, and in all bills of parcels, invoices, receipts, and letters of credit of the society. Penalty for not using name of society. 4. If any officer of a society, or any person on its behalf, uses any seal purporting to be a seal of the society, whereon its name is not so engraved as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of the society, or signs or authorises to be signed on behalf of the society, any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorises to be issued any bills of parcels, invoice,

SOCIETIES. 283 - -- - -- - - ~ - - - - - --- --- '- - -- ' -- - -- ' -- - -- ~ SOHEDULE 11.-'- 1946;· Co-operative Societies Act. PROVISIONS GOVERNING' BUSINESS AND- receipt, or letter of credit of the society, wherein its name is not OPRFOSOOECDIEUTRYE. mentioned in manner aforesaid, he shall be liable to a penalty not exceeding fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof unless the same is duly paid by the society. 5. (1.) Save as provided by this Act, no member or person shall Inspection of hav«;l any right to inspect the books of a society. booksbby mem era, (2.) Any member or person having an interest in the funds &0. of a society shall be allowed to inspect his own account and the books containing the names Of the members at all reasonable hours at the office, or at any place where the same are kept, subject to such regulations as to the time and manner of such inspection as may be made from time to time by the general meetings of the society. - (3.) A society may, by the rules, authorise the inspection of any of its books therein mentioned, in addition to the said books containing the names of members, under such conditions as are thereby imposed; but so that no person, unless he is an officer of the society, or is specially authorised by a resolution thereof, shall have the right to inspect the loan or deposit account of any other member without his written consent. (4.) The registrar may, if it appears to him necessary, or at the request of ten or more members of the society, or, if the society consists of less than ten members, a majority of the members, require the production of the books and securities of a society at his office or at any place, and at a day and time, appointed by him for inspection and examination by himself or any other person authorised under his hand. i The registrar may at his discretion obtain from any bank in which any moneys or securities for money are deposited a statement of such deposit and any particulars relating thereto, and such bank shall be bound to furnish the same. 6. (1.) Every society shall, within three months after the close Audit. of every financial year of the society, cause its books, accounts, and securities to be audited by a certificated accountant. If- (i.) No such audit is made as respects any financial year; or (ii.) If the registrar is dissatisfied with the manner in which such audit is made or with the annual return; or (ill.) If the duly audited annual return has not been delivered at the registrar's office within three months after the close of the financial year of the society, the society shall submit its books, accounts, and securities for audit to an auditor appointed by the registrar and such auditor shall as soon as may be make the audit and furnish to the registrar the annual return. (2.) The cost of an audit pursuant to appointment by the registrar shall be paid by the society concerned, and in default of payment may be recovered as a debt by the auditor so appointed. (3.) The auditor- (a) Shall have access to all books, papers, deeds, documents and accounts; and

284 SOCIETIES. SCHEDULEII.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - PROVISIONS GOVERNING Co-operative Societiels Act. 10 GEO. VI. No. 50, BUSINESS AND PROCEDURE OF SOCIETY. (b) Shall examine and audit trading account, profit and loss account, and balance-sheet, and the funds, securities, and effects, and verify the same with a banker's or other relative certificate (which certificate he is empowered to obtain) and the accounts and vouchers relating thereto and by examining the securities held; and (c) Shall report to the society upon such examination and audit, giving details of the matters and things examined and audited and as to whether same were found to be correct, duly vouched, and in accordance with law, and setting out in what respect, if any, the same were found to be incorrect, unvouched, or not in accordance with law and shall forward two copies of the report of audit direct to the registrar, who shall thereupon furnish one copy thereof to the society concerned with any annotations and/or recommendations or directions which the registrar may deem fit to make; and (d) Shall furnish to the registrar such information as the registrar shall require concerning the examination and audit made by him. (4.) None of the following persons shall be qualified for appoint- ment as auditor of a society, namely:- (i.) Any member of its committee or any officer; or (ii.) Any person who is a partner of or in the employment of any officer of or member of the committee of the society; or (iii.) A body corporate other than the Public Curator of Queensland. Annual returns. 7. (1.) Every society shall, once in every calendar year within the period of three months next succeeding the last day of its financial year ended in such calendar year or ended less than three months prior to the commencement of such calendar year, deliver to the registrar an annual return (which return shall, if the form thereof is prescribed, be in or to the effect of the prescribed form) of the receipts and expenditure, funds, and effects of the society and copies of its trading account, profit and loss account, and balance-sheet as at the last day of such financial year as audited. There shall be annexed to every such annual return- (i.) A list showing the names of the persons who constitute the committee as at the date of the return; and (ii.) A list showing every mortgage or charge existing at the date of the return which is required by this Act to be registered and the amount of the indebtedness of the society as at that date in respect of each such mortgage or charge. (2.) The annual return- (a) Shall be signed by the auditor; and (b) Shall be made up from the first to the last day ofthe financial year to which it relates; and (c) Shall state whether the audit was conducted by a certificated accountant, and by whom.

SOCIETIES. 285 ~ - - - --- - - - - - - - - - - - - - - - -- - -- - SCHEDULEII.- 1946. Co-operative Societies Act. • • 8. A sOClety shall, once at least III every three years, make out PROVISIONS GOVERNING BUSINESS AND PROCEDURE OF SOCIETY. and send to the registrar, together with the annual return for the Triennial year, a special return signed by the auditor showing the holding of returns of each person in the society (whether in shares or loans) at the date share- to which the said annual return is made out: Provided that, where holders. such persons are in the list of members kept by the society distinguished by numbers, it shall be sufficient if they are distinguished in the special return by such numbers, and in that case it shall not be necessary to specify their names. 9. (1.) The registrar may, if he thinks fit, on the application of Ins\ ec~ on or ten members of a society, each of whom has been a member of the b~ Je: 01 society for not less than twelve months immediately preceding the ~ egistrar. date of the application, appoint a certificated accountant to inspect the books of the society, and to report thereon. (2.) Provided that- (a) The applicants shall deposit with the registrar such sum as a security for the costs of the proposed inspection as the registrar may require; and (b) All expenses of and incidental to any such inspection shall be defrayed by the applicants, or out of the funds of the society, or by the members or officers, or former members or officers, of the society as or in such proportions as the registrar may direct. (3.) A person appointed under this section shall have power to make copies of any books of the society, and to take extracts there- from, at all reasonable hours, at the office, or at any place where the books are kept. (4.) The registrar shall communicate the results of any such inspection to the applicants and to the society. 10. (1.) Every officer of a society having receipt or charge of Security by money shall, before taking upon himself the execution of his office, officers to 00 become bound with one, at least, sufficient surety in a bond in or to given. the effect of the prescribed form or give the security of a guarantee society in such sum, not less than one hundred pounds, as the rules direct, conditioned for his rendering a true account of all moneys received and paid by him on account of the society at such times as the rules appoint, or as the society or the committee thereof require him to do, and for the payment by him of all sums due from him to the society: Provided that no such bond or security need be executed or given where the rules make provision for covering the risk of loss of moneys due from any such officer by means of a distinct guarantee fund. (2.) Every such officer, his executors or administrators, shall, at Accounts of such times as are fixed by the rules, or upon demand made or notice officers. in writing given or left at his last or usual place of residence, give in his account as required by the society, or by the committee thereof, to be examined and allowed or disallowed by them, and shall, on the like demand or notice, pay over all moneys and deliver all property for the time being in his hands or custody to such person as the society or the committee appoint.

286 SOCIETIES. SCHEDULEII.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - PROVISIONS GOVERNING BUSINESS Co-operative Societie!s Act. 10 GEO. VI. No. 50, AND PROCEDURE OF SOCIETY. In case of any neglect or refusal to deliver such account, or to pay over such moneys, or to deliver such property in manner aforesaid, the society may sue upon the bond or security before mentioned, or may apply to a court of petty sessions, and the order of such court shall be final and conclusive. Priority on death, insolvency, &0., of officers. 11. Upon the death or bankruptcy of any officer having in his possession, by virtue of his office, any money or property belonging to a society, or upon any execution, attachment, or other process being issued against him or against his property, his executors, or adminis- trators, or trustee in bankruptcy, or the sheriff or other person executing such process shall, upon demand in writing of the society or any person authorised by the society, or by the committee thereof to make such demand, pay such money and deliver over such property to the society in preference to any other debts or claims against the estate of such officer. In this clause "bankruptcy" includes liquidation of a debtor's affairs by arrangement or an assignment of his estate for the benefit of his creditors. Keeping and supplying copies of annual returns, &0. 12. Every society shall- (i.) On application, supply free of charge to any member or person interested in the funds a copy of the last annual return, or a balance-sheet or other document duly audited containing the same particulars as to receipts and expendi- ture, funds, and effects as are contained in the annual return; (ii.) Always keep hung up in a conspicuous place at its office a copy of the last annual balance-sheet and the report of the auditor or auditors; (iii.) Deliver a complete copy of its rules to every person on demand, on payment of a sum not exceeding one shilling. (iv.) If it carries on the business of banking, shall on the first Mondays in February and August make out and keep (until replaced by a later statement) conspicuously hung up in its registered office, and every other office or place of business belonging to it where the business of banking is carried on, a statement in the form prescribed, or as near thereto as the circumstances admit. The taking of deposits of not more than one pound in anyone payment, nor more than fifty pounds for any one depositor, payable on not less than two clear days' notice, shall not be included in the business of banking within the meaning of this Act; but no society which takes any such deposits shall make any payment of with- drawable capital while any claim due on account of any such deposit is unsatisfied. Delivery of 13. Any person who, with intent to mislead or defraud, gives to untrue rule. any other person- (a) A copy of any rules, laws, regulations, or other documents other than the rules for the time being registered, on the pretence that the same are existing rules of a society, or that there are no other rules of such society, or

SOCIETIES. 287 1946. Co-operative Societies Act. SCHEDULEII.- PROVISIONS GOVERNING BUSINESS AlI'D (b) A copy of any rules on the pretence that such rules are the OPRFOSCOEODIUETRYE. rules of a society registered under this Act when the society is not registered, shall be guilty of an offence. 14. It shall be an offence under this Act if- Offences by (a) A society, or an officer or member thereof, or any other societies, person fails to give any notice, send any return or &c. document, or to do or allow to be done anything which the society, officer, member, or person is by this Act required to give, send, do, or allow to be done; or wilfully neglects or refuses to do any act, or to furnish any infor- mation required for the purposes of this Act by the registrar, or by any other person authorised under this Act, or does anything forbidden by this Act; or makes a return, or wilfully furnishes information in any respect false or insufficient; (b) A society carries on the business of banking when it has any withdrawable share capital, or in carrying on such business does not make out and keep conspicuously hung up such statement as is hereinbefore required, or makes any payment of withdrawable capital contrary to this Act. 15. (1.) Every offence by a society under this Act shall be deemed Offences by to have been also committed by every officer of the same bound by societies to the rules thereof to fulfil the duty whereof such offence is a breach, or, b~ also by if there is no such officer, then by every member of the committee of ~~ c~~ : ~ &c. the same, unless such member is proved to have been ignorant of or to have attempted to prevent the commission of such offence. (2.) Every act or default under this Act constituting an offence, if continued, shall constitute a new offence in every week during which the same continues. 16. If any person obtains possession by false representation or Punishment. imposition of any property of a society, or having the same in his of/raud or possession withholds or misapplies the same, or wilfully applies any ml.s~l? pro­ part thereof to purposes other than those expressed or directed in prm Ion. the rules of the society and authorised by this Act, he shall, on the complaint of the society, or of any member authorised by the society, or the committee thereof, or of the registrar, be liable to a penalty not exceeding twenty pounds, and to be ordered to deliver up all such property or to repay all moneys applied improperly, and, in default of such delivery or repayment, or of the payment of such penalty, to be imprisoned, with or without hard labour, for any time not exceeding three months; but nothing in this section shall prevent any such person from being proceeded against by way of indictment, if not previously convicted of the same offence under this Act. 17. If any person wilfully makes, orders, or allows to be made Penalty for any entry or erasure in, or omission from, any balance-sheet of a falsification. society, or any contribution or collecting book, or any return or document required to be sent, produced, or delivered for the purposes of this Act, with intent to falsify the same, or to evade any of the provisions of this Act, he shall be liable to a penalty not exceeding fifty pounds.

288 SOCIETIES. ,SCHEDULEII.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - PROVISIONS GOVERNING Co-operative Societies Act. 10 GEO. VI. No. 50, BUSINESS AND PROCEDURE OF SOCIETY. 18. Every return and other document required for the purposes of . Fdoeprmositanodf athsisarAecpt rsehsaclrlibbeedmoar, de in insosufachr afos rnmotapnrdesschrailblecdo, natas itnhseurcehgipsatrrtaircumlaarys ,documents. specify, and shall be deposited and registered or recorded, with or without observations thereon, in such manner as the registrar directs. Nomina- Jtions. 19. (1.) A member of a society may, by writing under his hand delivered at or sent to the office during the lifetime of such member or made in any book kept thereat, nominate any person or persons to or among whom there shall be transferred at his decease such property in the society as may be his at the time of his decease (whether in shares, loans, or deposits, or otherwise), or so much thereof as is specified in such nomination, if the nomination does not comprise the whole. If on the death of the nominator the amount of his property in the society comprised in the nomination exceeds three hundred pounds the nomination shall be valid to the extent of the sum of three hundred pounds, but not further or otherwise: Provided that a person so nominated shall not be an officer or servant of the society unless such officer or servant is the husband, wife, parent, child, brother, sister, nephew, or niece of the nominator. (2.) A nomination so made may be revoked or varied by a subse- quent nomination signed and delivered or sent or made as aforesaid, or by any similar document in the nature of a revocation or variation under the hand of the nominator so delivered, sent, or made as afore- said, but shall not be revocable or variable by the will of the nominator or by any codicil thereto. (3.) The society shall keep a book wherein the names of all persons so nominated and all revocations or variations (if any) of such nomina- tions shall be recorded, and the property comprised in any such nomi- nation to an amount not exceeding three hundred pounds shall be payable or transferable to the nOILinee although the rules of the society declare the shares not to be transferable. (4.) The marriage of a member of a society shall operate as a l'evocation of Flny nomination made by him before such marriage, provided that, in the event of an officer of a society having transferred any property of a member to a nominee, in ignorance of a marriage contracted subsequent to the date of the nomination, the receipt of the nominee shall be a valid discharge to the society, and the society shall be under no liability to any other person claiming such property. (5.) On receiving satisfactory proof of the death of a nominator, the committee of the society shall, subject to the limitation on amount hereinbefore provided, either transfer the property comprised in the nomination in manner directed by the nomination, or pay to every person entitled thereunder the full value of the property given to him, unless the shares comprised in the nomination, if transferred as directed by the nominator, would raise the share capital of any nominee to a sum exceeding three hundred pounds, in which case they shall pay him the value of such excess. (6.) Where a nominee who is nominated under this Act is under sixteen years of age, the society may pay the sum nominated to either parent, or to a guardIan of the nominee, or to any other person of full age who will undertake to hold the same in trust for the nominee or to apply the same for his benefit and whom the society may think a

SOCIETIES. 289 - - - - - - - - - - - - - - - - - - ~ - - - - ~ - - - - SCHEDULEII.- 1946. Co-operative Societies Act. PROVISIONS GOVERNING BUSINESS AND PROCEDURIil fit and proper person for the purpose, and the receipt of such parent, OF SOCIETY. guardian, or other person shall be a sufficient discharge to the society for all moneys so paid. 20. (1.) If any membe~ of a society entitled to property therein ;ro.visions I . n respect 0 f shares, ioansd, or eposl' ts, not exceed"lng In the who I e, lormtestacy. at his death, one hundred pounds, dies intestate, without having made any nomination thereof then subsisting, the committee may, without letters of administration, distribute the same among such persons as appear to them, on such evidence as they deem satisfactory, to be entitled by law to receive the same. (2.) If any such member is illegitimate and leaves no widow, widower, or issue, the committee shall deal with his property in the society as the Minister directs. 21. All payments or transfers made by the committee of a Payments society, under the powers conferred by this Act with respect to to persons payments or transfers to or on behalf of deceased members, to aPf.:feg-tIy any person who at the time appears to the committee to be entitled ~~ l~d~ thereunder, shall be valid and effectual against any demand made upon the committee or society by any other person whatever. 22. (1.) 'When any person in whose name any stock belonging Transfer to a society is standing, either jointly with another or others or ofsto?k . solely, as a trustee therefor, is absent from Queensland, or becomes standInf In bankrupt, or presents a bankruptcy petition against himself, or enters ~r~~~~. into any composition, or scheme of arrangement, or deed of assign- ment without sequestration, or deed or arrangement under Parts XI. or XII. of the *Bankruptcy Act, 1924-1933 of the Commonwealth, or otherwise takes advantage of the laws in force for the time being relating to bankruptcy, or becomes mentally sick, or is dead, or has been removed from his office of trustee, or if it is unknown whether such person is living or dead, the registrar, on application by the society, and on proof satisfactory to him, may direct the transfer of the stock to the society or into the names of any other persons as trustees for the society. (2.) The transfer shall be made by the surviving or continuing trustees, and if there is no such trustee, or if such trustees refuse or are unable to make such transfer, and the registrar so directs, then by the Public Curator. (3.) The Public Curator is hereby indemnified for anything done by him or any of his officers in pursuance of this provision against any claim or demand of any person injuriously affecterl thereby. 23. A promissory note or bill of exchange shall be deemed to Promissory have been made, accepted, or endorsed on behalf of any society ~ ~ ies ~nd if made, accepted, or endorsed in the name of the soc~ety, or by or e~ c~ ~ nge. on behalf or account of the society, by any person actmg under the authority of the society. * No. 37 of 1924 of the Commonwealth and amending Acts. K

290 SOCIETIES. SCHEDULEII.------------------------------ PROVISIONS GOVERNING Co-operative Societi(!JS Act. 10 GEO. VI. No. 50, BUSINESS A.ND PROCEDURlll OF SOCIETY. 24. Contracts on behalf of a society may be made, varied, or Contracts discharged as follows : - how made, vo1ried, or discharged. (a) Any contract, which if made between private persons would be by law required to be in writing, and if made according to the English law to be under seal, may be made on behalf of the society in writing under the seal of the society, and may in the same manner be varied or discharged. (b) Any contract, which if made between private persons' would be by law required to be in writing and signed by the persons to be charged therewith, may be made on behalf of the society in writing by any person acting under the express or implied authority of the society, and may in the same manner be varied or discharged. (c) Any contract under seal which, if made between private persons, might be varied or discharged by a writing not under seal, signed by any person interested therein, may be similarly varied or discharged on behalf of the society by a writing not under seal, signed by any person acting under the express or implied authority of the society. (d) Any contract, which if made between private persons would be by law valid though made by parol only and not reduced into writing, may be made by parol on behalf of the society by any person acting under the express or implied authority of the society, and may in the same manner be varied or discharged. (e) A signature, purporting to be made by a person holding any office in the society, attached to a writing whereby any contract purports to be made, varied, or discharged by or on behalf of the society, shall prima facie be taken to be the signature of a person holding at the time when the signature was made the office so stated. All contracts which may be or have been made, varied, or dis- charged according to the provisions contained in this clause shall, so far as concerns the form thereof, be effectual in law and binding on the society and all other parties thereto, their executors or administrators, as the case may be. mAdemvabnecress. to on th2e5.seTchueritryuloefsremalayorppreorvsiodnealfoprroapdevratyn, coesr, oinf tmhoenceaysetoof ma esomcbieetrys registered to carry on banking business, in any manner customary in the conduct of such business. mdReeebmmtsebdefrryos. mfor pjuariids2d6isch. taiAollnll. bmeonreecyosvderuaeblpeayaasblae bdyebat minemabneyr tcoouartsoocifetcyoamnpdetneontt Body corporate may hold shares in a society. 27. Any other body corporate may, if its constitution permit, hold shares by its corporate name in a society. Discharge of 28. (1.) A receipt in full, signed by two members of the committee mortga~ es and countersigned by the secretary of a society, for all moneys secured bYdrece:r to the society on the security of any property to which such receipt en orse. relates, and being in or to the effect of the prescribed form, or in any

SOCIETIES. 291 - - -- - - - - - - -- - -- - --- --- --- --- --- --- -- - -- - -- - -- - ~- -- - -- - -- - -SOHEDULEII. ­ 1946. Co-operative Societies Act. PROVISIONS GOVERNING BUSINESS AND other form specified in the rules of the society or any schedule thereto, OPFROSOOECDIEUTRYE. if endorsed on or annexed to any mortgage or assurance, shall vacate the same and vest the property therein comprised in the person entitled to the equity of redemption thereof without any formal re-conveyance or surrender. (2.) If such mortgage or other assurance has been registered under any Act for the registration or record of deeds or titles, the registrar under such Act, or keeper of the register, shall- (a) On production of such receipt verified by oath or statutory declaration of any person, enter satisfaction on the register of such mortgage or of the charge made by such assurance; and (b) Grant a certificate, either upon such mortgage or assurance or separately to the like effect, which certificate shall be received in evidence in all courts and proceedings without further proof. There shall be paid to such registrar or keeper of the register, for making the said entry and granting the said certificate, a fee of two shillings and sixpence. (3.) Where a society is in liquidation, the signature to such a Reoeipt receipt as aforesaid of the liquidator or liquidators for the time being, wh?re . described as such, shall have the same effect as would under this~ . oCl? lYt~ Act attach to a similar receipt signed as aforesaid if the society were lqm a lOB. not in liquidation. 29. (1.) Every dispute between a member of a society, or any Disputes. person aggrieved who has not for more than six months ceased to be a member of a society or person claiming through such member or person aggrieved or claiming under the rules, and the society or an officer thereof shall be decided in manner directed by the rules. (2.) The decision so made shall be binding and conclusive on all parties without appeal, and shall not be removable into any court of law or restrainable by injunction. Application for the enforcement thereof may be made to a Supreme Court. (il.) Provided that the parties to a dispute in a society may by consent (unless the rules expressly forbid it) refer such dispute to the Minister, who shall, either by himself or by the registrar or any other person whom he appoints, hear and'determine such dispute, and may order the expenses of determining the same to be paid either Qut of the funds of the society or by such parties to the dispute as he thinks fit. Such ·determination and order shall have the same effect and be enforceable in like manner as a decision made in the manner directed by the rules. (4.) The Minister or other person to whom any dispute is referred may administer oaths, and may require the attendance of all parties concerned and of witnesses, and the production of all books and documents relating to the matter in question. Any person refusing to attend or to produce any documents or to give evidence before such Minister or other person is guilty of an offence under this Act.

292 SOCIETIES. SOHEDULE II.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - PROVISIONS GOVERNING BUSINESS AND PROOEDURE Co-oper'ative Societies Act. 10 GEO. VI. No. 50, OF SOCIETY. (5.) Where the rules direct that disputes shall be referred to justices, the dispute shall be determined by a court of petty sessions: Provided that, in every case of dispute cognisable under the rules by such court, the parties thereto may enter into a consent referring such dispute to the Supreme Court, which may hear and determine the matter in dispute. (6.) Where the rules contain no direction as to disputes, or where no decision is made on a dispute within forty days after application to the society for a reference under its rules, the member or person aggrieved may apply to a court of petty sessions, which may hear and determine the matter in dispute. (7.) The Minister, court, or registrar may, at the request of either party, state a case for the opinion of the Supreme Court on any question of law, and may also grant to either party such discovery as to documents and otherwise, or such inspection of documents, as might be granted by any court of law; such discovery to be made on behalf of the society by such officer of the same as the Minister, or such court or registrar, may determine. (S.) This rule does not apply to any dispute with any officer of a society- (a) Touching any alleged breach of trust, misfea"ance, or neglect of duty other than concerning his liability to a penalty or forfeiture imposed by the rules; (b) Touching any money or property of the society alleged to be in his hands, or for which he is alleged to be accountable, or any salary, allowance, or remuneration to which he claims to be entitled. (9.) In this rule the expression" dispute" includes any dispute arising on the question whether a member or person aggrieved is entitled to be or continue to be a member or to be reinstated as a member, and extends to any person aggrieved who has ceased to be a member of a society for not more than six months, or any person claiming through such person aggrieved, and the society or any officer thereof. Provisions as to instrument of dissolution. 30. Where a society is terminated by an instrument of dissolution- (i.) The instrument of dissolution shall set forth- (a) The liabilities and assets in detail ; (b) The number of members and the nature of their respective interests; (e) The claims of creditors (if any) and the provision to be made for their payment; (d) The intended appropriation or division of the funds and property of the society, unless the same is stated in the inl'trument of dissolution to be left to the award of the Minister; (i1.) Alterations in the instrument of dissolution may be made with the like consents as hereinbefore provided, and testified in the same manner:

SOCIETIES. 293 ~ ~ ~ ~ ~~ ~-- ~~ ~ ~~ ~ ~~ ~ ~ ~ ~ ~ ~ SCHEDULEII.- 1946. Co-oper:ative Societies Act. (iii. ) A statutory declaration shall be made by three members PBOVISIONS GOVEBNING BUSINESS AND PBOCEDURlil OF SOCIETY. and the secretary of the society that this Act has been complied with, and shall be sent to the registrar with the instrument of dissolution; Any person knowingly making a false or fraudulent declaration in the matter is guilty of an indictable offence and punishable accordingly: (iv.) The instrument of dissolution and all alterations therein shall be registered in the manner provided by this Act for the registry of rules, and shall be binding upon all the members of the society: (v.) The registrar shall cause a notice of the dissolution to be advertised at the expense of the society in the Gazette and in some newspaper circulating in the locality in which the office of the society is situated; Unless, within three months from the date of the Ga7ette in which such advertisement appears, a member or other person interested in or having any claim on the funds of the society commences proceedings to set aside the dissolution of the society, and such dissolution is set aside accordingly, the society shall be legally dissolved from the date of such advertisement, and the requisite consents to the instrument ofdissolution shall be considered to have been duly obtained without proof of the signatures thereto: (vi.) Notice shaH be sent to the registrar of any proceeding to set aside the dissolution of a society, not less than seven days before it is commenced, by the person by whom it is taken, or of any order setting it aside, within seven days after it is made by the society. STATE HOUSING. See HOUSING.