Co-operative Societies (Amendment) Act (No 2) 1987 (ACT)

AUSTRALIAN CAPITAL TERRITORY

Co-operative Societies (Amendment) Ordinance (No. 2) 1987

No. 8 of 1987

I, THE GOVERNOR-GENERAL of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, hereby make the following Ordinance under the Seat of Government (Administration) Act 1910.

Dated 26 March 1987.

N. M. STEPHEN

Governor-General

By His Excellency’s Command,

G.  SCHOLES

Minister of State for Territories

An Ordinance to amend the Co-operative Societies Ordinance 1939

Short title

1.  This Ordinance may be cited as the Co-operative Societies (Amendment) Ordinance  (No. 2) 1987.1

Principal Ordinance

2.  In this Ordinance, “Principal Ordinance” means the Co-operative Societies Ordinance 1939.2

Interpretation

3.  Section 4 of the Principal Ordinance is amended:

(a)by inserting after the definition of “Companies Act” in subsection (1) the following definition:

“ ‘contributory’, in relation to a society, means:

(a)a person liable as a member or past member to contribute to the property of the society in the event of its being wound up; and

(b)before the final determination of the persons who are contributories by virtue of paragraph (a)—a person alleged to be such a contributory;”;

(b)by omitting from the definition of “Insurance Corporation” in sub-section (1) “Australian Building Societies Share and” and substituting “National”;

(c)by inserting after the definition of “primary object” in subsection (1) the following definition:

“ ‘promoter’, in relation to a society, means a person who signed the application for membership on the formation of the society;”; and

(d)by inserting after the definition of “registered” in subsection (1) the following definition:

“ ‘related corporation’, in relation to a society, means a corporation (including a registered society) that would be a related corporation in relation to the society by virtue of section 7 of the Companies Act if a society were a corporation within the meaning of that Act;”.

4.  Section 60 of the Principal Ordinance is repealed and the following section substituted:

Application of Companies Act in a winding-up

“60.  (1)  In the case of a winding-up of a society:

(a)the provisions of Part XII of the Companies Act, other than sections 427 and 428 and subsection 457 (6); and

(b)subsection 30 (2) and sections 541 and 542 of the Companies Act;

shall, subject to this Part, apply in relation to a winding-up of the society.

“(2) In the application of the provisions of the Companies Act specified in subsection (1) in relation to a winding-up of a society:

(a)a reference in any of those provisions to a company shall be read as a reference to the society;

(b)a reference in section 424, 541 or 542 of the Companies Act to a corporation shall by read as a reference to the society;

(c)a reference in any of those provisions to a special resolution shall be read as a reference to a special resolution as defined by section 48 of this Ordinance;

(d)a reference in any of those provisions to the Commission shall be read as a reference to the Registrar;

(e)a reference in any of those provisions to the articles of a company shall be read as a reference to the Rules of the society;

(f)a reference in any of those provisions to a contributory, to a promoter or to a related corporation shall be read as a reference to a contributory, a promoter or a related corporation, respectively, within the meaning of this Ordinance;

(g)the following paragraph shall be substituted for paragraphs 360 (1) (e) and (f) of the Companies Act:

‘(e)a contribution shall not be required from a member in excess of the sum of:

(i)the amount, if any, unpaid on the shares in respect of which he or she is liable as a member or past member;

(ii)the amount of the contingent liability, if any, attached to those shares; and

(iii)the amount of any charge payable by the member to the society in accordance with the Rules of the society;’;

(h)nothing in section 429 of the Companies Act shall be taken to affect the operation of section 44 of this Ordinance in relation to the society;

(i)the reference in subsection 457 (5) of the Companies Act to an officer of the company as defined in subsection 5 (1) of that Act shall be read as a reference to an officer of the society as defined in subsection 4 (1) of this Ordinance;

(j)a reference in section 462 of the Companies Act to the Minister shall be read as a reference to the Minister administering this Ordinance; and

(k)in the case of a winding-up on the certificate of the Registrar—the winding-up shall be deemed to be a voluntary winding-up and, without in any way limiting the generality of any provision of this Part, sections 409, 410 and 411 of the Companies Act apply in relation to the winding-up as if it were a members’ voluntary winding-up within the meaning of that Act.”.

Regulations

5.  Section 81 of the Principal Ordinance is amended:

(a)by omitting from paragraph (j) “and”; and

(b)by adding at the end the following word and paragraph:

“; and(l)   applying, subject to specified modifications, specified provisions of the regulations in force under the Companies Act 1981.”.

Application

6.  The amendments effected by this Ordinance, apply, and shall be taken to have applied, in relation to the winding-up of a society that commenced on or after 1 January 1984.

NOTES

1. Notified in the Commonwealth of Australia Gazette on 2 April 1987.

2. No. 9, 1939 as amended to date.  For previous amendments see Note 2 to No. 7, 1987 and see also No. 7, 1987.