Co-operatives Act 1997 (SA)
South Australia
Co-operatives Act 1997
An Act to provide for the formation, registration and management of co-operatives; and for other purposes.
Contents
Part 1—Preliminary
Division 1—Introductory
1 Short title
3 Objects of this Act
Division 2—Interpretation
4 Definitions
5 Qualified privilege
Division 3—The co-operative principles
6 Co-operative principles
7 Interpretation to promote co-operative principles
Division 4—Application of Corporations Act to co-operatives
8 Definitions
9 Exclusion of operation of Corporations Act
10 Application of excluded Corporations legislation provisions by the regulations
11 Modifications to applied provisions
Part 2—Formation
Division 1—Types of co-operatives
13 Types of co-operatives
14 Trading co-operatives
15 Non-trading co-operatives
Division 2—Formation meeting
16 Formation meeting
Division 3—Approval of disclosure statement and rules
17 Approval of disclosure statement
18 Approval of rules
Division 4—Registration of proposed co-operative
19 Application for registration of proposed co-operative
20 Registration of co-operative
21 Incorporation and certificate of registration
Division 5—Registration of an existing body corporate
22 Existing body corporate can be registered
23 Formation meeting
24 Application for registration
25 Requirements for registration
26 Certificate of registration
27 Effect of registration
Division 6—Conversion of co-operative
28 Conversion of co-operative
Division 7—Appeals
29 Appeal against refusal to approve disclosure statement
30 Appeal against refusal to approve draft rules
31 Appeal against refusal to register
32 Commission to comply with Court determination
Division 8—General
33 Stamp duty exemption for certain co-operatives
34 Acceptance of money by proposed co-operative
35 Issue of duplicate certificate
Part 3—Legal capacity and powers
Division 1—General powers
36 Effect of incorporation
37 Power to form companies and enter into joint ventures
Division 2—Doctrine of ultra vires abolished
38 Interpretation
39 Doctrine of ultra vires abolished
40 Legal capacity
41 Restrictions on co-operatives in rules
42 Results of contravention of restriction in rules
Division 3—Persons having dealings with co-operatives
43 Assumptions entitled to be made
44 Assumptions
45 Person who knows or ought to know is not entitled to make assumptions
46 Lodgment of documents not to constitute constructive knowledge
47 Effect of fraud
Division 4—Authentication and execution of documents and confirmation of contracts
48 Common seal
49 Official seal
50 Authentication need not be under seal
51 Co-operative may authorise person to execute deed
52 Execution under seal
53 Contractual formalities
54 Other requirements as to consent or sanction not affected
55 Transitional
Division 5—Pre-registration contracts
56 Contracts before registration
57 Persons may be released from liability but is not entitled to indemnity
58 This Division replaces other rights and liabilities
Part 4—Membership
Division 1—General
59 Becoming a member
60 Members of associations
61 Members of federations
62 Qualifications for membership
63 Membership may be joint
64 Members under 18 years of age
65 Representatives of bodies corporate
66 Notification of shareholders and shareholdings
67 Circumstances in which membership ceases—all co-operatives
68 Additional circumstances in which membership ceases—co-operatives with share capital
69 Carrying on business with too few members
Division 2—Rights and liabilities of members
70 Rights of membership not exercisable until registered etc
71 Liability of members to co-operative
72 Co-operative to provide information to person intending to become a member
73 Entry fees and regular subscriptions
74 Members etc may be required to deal with co-operative
75 Fines payable by members
76 Charge and set-off of co-operative
77 Repayment of shares on expulsion
Division 3—Death of member
78 Meaning of interest
79 Transfer of share or interest on death of member
80 Transfer of small shareholdings and interests on death
81 Value of shares and interests
82 Co-operative protected
Division 4—Disputes involving members
83 Grievance procedure
84 Application to Supreme Court
Division 5—Oppressive conduct of affairs
85 Interpretation
86 Application of Division
87 Who may apply for court order?
88 Orders that the Supreme Court may make
89 Basis on which Supreme Court makes orders
90 Winding up need not be ordered if oppressed members prejudiced
91 Application of winding up provisions
92 Changes to rules
93 Copy of order to be lodged with Commission
Division 6—Proceedings on behalf of a co-operative by members and others
94 Bringing, or intervening in, proceedings on behalf of a co-operative
95 Applying for and granting permission
96 Substitution of another person for the person granted permission
97 Effect of ratification by members
98 Permission to continue, compromise or settle proceedings brought, or intervened in, with permission
99 General powers of Supreme Court
100 Power of Supreme Court to make costs order
Part 5—Rules
101 Effect of rules
102 Content of rules
103 Purchase and inspection of copy of rules
104 False copies of rules
105 Model rules
106 Rules can only be altered in accordance with this Act
107 Approval of alteration of rules
108 Alteration by special resolution
109 Alteration by resolution of board
110 Alteration does not take effect until registered
111 Appeal against refusal to approve alteration
112 Appeal against refusal to register alteration
113 Commission to comply with Court determination
Part 6—Active membership
Division 1—Definitions
114 Primary activity—meaning
115 What is active membership?
116 What are active membership provisions and resolutions?
Division 2—Rules to contain active membership provisions
117 Number of primary activities required
118 Rules to contain active membership provisions
119 Factors and considerations for determining primary activities
120 Active membership provisions—trading co-operatives
121 Regular subscription—active membership of non-trading co-operative
Division 3—Active membership resolutions
122 Notice of meeting
123 Eligibility to vote on active membership resolution
124 Eligibility of directors to vote on proposal at board meeting
125 Other entitlements of members not affected
Division 4—Cancellation of membership of inactive members
126 Cancellation of membership of inactive member
127 Share to be forfeited if membership cancelled
128 Failure to cancel membership—offence by director
129 Deferral of forfeiture by board
130 Cancellation of membership prohibited in certain circumstances
131 Notice of intention to cancel membership
132 Order of Supreme Court against cancellation
133 Repayment of amounts due in respect of cancelled membership
134 Interest on deposits and debentures
135 Repayment of deposits and debentures
136 Register of cancelled memberships
Division 5—Entitlements of former members of trading co-operatives
137 Application of Division
138 Former shareholders to be regarded as shareholders for certain purposes
139 Entitlements of former shareholders on mergers etc
140 Set-off of amounts repaid etc on forfeited shares
141 Entitlement to distribution from reserves
142 Commission may exempt co-operatives from provisions
Part 7—Shares
Division 1—Nature of shares
143 Nature of shares in co-operative
Division 2—Disclosure
144 Disclosure to intending shareholders in trading co-operative
144A Content of disclosure statement to intending shareholders
144B Exemptions for disclosure statements
Division 3—Issue of shares
145 Shares—general
145AApplication of Corporations Act to shares
146 Minimum paid-up amount
147 Shares not to be issued at a discount
148 Issue of shares at a premium
149 Joint ownership of shares
150 Members may be required to take up additional shares
151 Bonus share issues
152 Restrictions on bonus shares
153 Notice in respect of bonus shares
Division 4—Beneficial and non-beneficial interests in shares
154 Notice of non-beneficial ownership at time of transfer
155 Notice of non-beneficial ownership not notified at time of transfer
156 Registration as beneficial owner of shares notified as non-beneficially transferred
157 Notification of change in nature of shareholding
158 Presumption of awareness
159 Presumption that shares held non-beneficially
160 Noting of beneficial and non-beneficial interests in registers of members
161 Registration as trustee etc on death of owner of shares
162 Registration as administrator of estate on incapacity of shareholder
163 Registration as Official Trustee in Bankruptcy
164 Liabilities of persons registered as trustee or administrator
165 Notice of trusts in register of members
166 No notice of trust as provided by this Division
Division 5—Sale or transfer of shares
167 Sale or transfer of shares
168 Transfer on death of member
169 Restriction on total shareholding
170 Transfer not effective until registered
Division 6—Re-purchase of shares
171 Purchase and repayment of shares
172 Deposit or debentures in lieu of payment when share repurchased
173 Cancellation of shares
Part 8—Voting and meetings
Division 1—Voting entitlements
174 Application of Part
175 Voting
176 Voting by proxy
177 Restriction on voting entitlement under power of attorney
178 Restriction on voting by representatives of bodies corporate
179 Inactive members not entitled to vote
180 Control of the right to vote
180A Effect of disposal of shares on voting rights
181 Effect of relevant share and voting interests on voting rights
182 Rights of representatives to vote
183 Other rights and duties of members not affected by ineligibility to vote
184 Vote of disentitled member to be disregarded
Division 2—Resolutions
185 Decisions to be by ordinary resolution
186 Ordinary resolutions
187 Special resolutions
188 How majority obtained is ascertained
189 Disallowance by Commission
190 Declaration of passing of special resolution
191 Effect of special resolution
192 Lodgment of special resolution
193 Decision of Commission on application to register special resolution
Division 2A—Resolution by circulated document
193A Application of Division
193B Resolution by circulation of document—fewer than 50 members
Division 3—Postal ballots
194 Postal ballots
195 Special postal ballots
196 When is a special postal ballot required?
197 Holding of postal ballot on requisition
198 Expenses involved in postal ballots on requisition
Division 4—Meetings
199 Annual general meetings
200 Special general meetings
201 Notice of meetings
202 Quorum of meetings
203 Decision at meetings
204 Convening of general meeting on requisition
205 Minutes
Part 9—Management and administration of co-operatives
Division 1—The board
206 Board of directors
207 Election of directors
208 Qualification of directors
209 Disqualified persons
210 Meeting of the board of directors
211 Transaction of business outside meetings
212 Deputy directors
213 Delegation by board
214 Removal from and vacation of office
Division 1A—Secretary
214A Secretary
Division 2—Duties and liabilities of directors, officers and employees
215 Meaning of officer
216 Officers must act honestly
217 Standard of care and diligence required
218 Improper use of information or position
219 Court may order payment of compensation
220 Recovery of damages by co-operative
221 Other duties and liabilities not affected
222 Indemnification of officers and auditors
223Application of Corporations Act concerning officers of co-operatives
Division 2A—Employee entitlements
223A Employee entitlements
Division 3—Restrictions on directors and officers
224 Directors' remuneration
225 Certain financial accommodation to officers prohibited
226 Financial accommodation to directors and associates
227 Restriction on directors of certain co-operatives selling land to co-operative
228 Management contracts
Division 4—Declaration of interests
229 Declaration of interest
230 Declarations to be recorded in minutes
231 Division does not affect other laws or rules
232 Certain interests need not be declared
Division 5—Financial records, reports and audit
233 Requirements for financial records, statements and reports
234 Power of Commission to grant exemptions
236 Disclosure by directors
237 Protection of auditors etc
238 Financial year
Division 6—Registers, records and returns
239 Registers to be kept by co-operatives
240 Location of registers
241 Inspection of registers etc
242 Use of information on registers
243 Notice of appointment etc of directors
244 Annual report
245 List of members to be furnished at request of Commission
246 Special return to be furnished at request of Commission
Division 7—Name and registered office
247 Name to include certain matter
248 Use of abbreviations
249 Name to appear on business documents etc
250 Change of name of co-operative
250A Restriction on use of word "co-operative" or similar words
251 Registered office of co-operative
Part 10—Funds and property
Division 1—Power to raise money
252 Meaning of obtaining financial accommodation
253 Funds to be raised in accordance with Act and regulations
254 Limits on deposit taking
255 Members etc not required to see to application of money
256 Commission's directions re fundraising
257 Subordinated debt
258Application of Corporations Act to issues of debentures
258AApplication of certain other Corporations Act provisions
259 Disclosure statement
260 Approval of board for transfer of debentures
261 Application of Corporations Act—debentures (additional issues)
262 Compulsory loan by member to co-operative
263 Interest payable on compulsory loan
Division 2—Charges
264 Registration of charges
Division 3—Receivers and other controllers of property of co-operatives
265 Receivers and other controllers of property of co-operatives
Division 4—Disposal of surplus from activities
266 Retention of surplus for benefit of co-operative
267 Application for charitable purposes or members' purposes
268 Distribution of surplus or reserves to members
269 Application of surplus to other persons
Division 5—Acquisition and disposal of assets
270 Acquisition and disposal of assets
Part 11—Restrictions on the acquisition of interests in co-operatives
Division 1—Restrictions on share and voting interests
271 Application of Part
272 Notice required to be given of voting interest
273 Notice required to be given of substantial share interest
274 Requirements for notices
275 Maximum permissible level of share interest
276 Shares to be forfeited to remedy contravention
277 Powers of board in response to suspected contravention
278 Powers of Supreme Court with respect to contravention
279 Co-operative to inform Commission of interest over 20 per cent
280 Co-operative to keep register
281 Unlisted companies to provide list of shareholders
282 Excess share interest not to affect loan liability
283 Extent of operation of Division
284 Commission may grant exemption from Division
Division 2—Restrictions on certain share offers
285 Share offers to which this Division applies
286 Requirements to be satisfied before offer can be made
287 Some offers totally prohibited if they discriminate
288 Offers to be submitted to board first
289 Announcement of proposed takeovers concerning proposed company
290 Additional disclosure requirements for offers involving conversion to company
291 Consequences of prohibited offer
292 Commission may grant exemptions
Part 12—Merger, transfer of engagements, winding up
Division 1—Mergers and transfers of engagements
293 Application of Division
294 Mergers and transfers of engagements of local co-operatives
295 Requirements before application can be made
296 Disclosure statement required
297 Making an application
298 Approval of merger
299 Approval of transfer of engagements
300 Transfer of engagements by direction of Commission
Division 2—Transfer of incorporation
301 Application for transfer
302 Requirements before application can be made
303 Meaning of new body and transfer
304 New body ceases to be registered as co-operative
305 Transfer not to impose greater liability etc
306 Effect of new certificate of registration
306A New body must give copy of certificate to Commission
307 New body is a continuation of the co-operative
308 Stamp duty
Division 3—Winding up
309 Methods of winding up
310 Winding up on Commission's certificate
310A Method of deregistration
311Application of Corporations Act to winding up
312 Restrictions on voluntary winding up
313 Commencement of members' voluntary winding up
314 Distribution of surplus—non-trading co-operatives
315 Liquidator vacancy may be filled by Commission
316 Review of liquidator's remuneration
317 Liability of member to contribute in a winding up where shares are forfeited etc
Division 4—Administration of co-operative—application of Corporations Act
318 Application of Part 5.3A of Corporations Act
Division 5—Appointment of administrator
319 Appointment of administrator
320 Effect of appointment of administrator
321 Revocation of appointment
322 Expenses of administration
323 Liabilities arising from administration
324 Additional powers of Commission
325 Stay of proceedings
326 Administrator to report to Commission
Division 6—Effect of merger etc on property, liabilities etc
327 How this Division applies to a merger
328 How this Division applies to a transfer of engagements
329 How this Division applies to a transfer of incorporation
330 Effect of merger etc on property, liabilities etc
Division 7—Miscellaneous
331 Grounds for winding up, transfer of engagements, appointment of administrator
333Application of Corporations Act with respect to insolvent co-operatives
Part 13—Arrangements and reconstructions
Division 1—General requirements
334 Requirements for binding compromise or arrangement
335 Supreme Court ordered meeting of creditors
336 Commission to be given notice and opportunity to make submissions
337 Results of 2 or more meetings
338 Persons disqualified from administering compromise
339Application of Corporations Act to person appointed
340 Copy of order to be attached to rules
341 Directors to arrange for reports
342 Power of Supreme Court to restrain further proceedings
343 Supreme Court need not approve compromise or arrangement takeovers
Division 2—Explanatory statements
344 Explanatory statement required to accompany notice of meeting etc
345 Requirements for explanatory statement
346 Contravention of Division—offence by co-operative
347 Provisions for facilitating reconstructions and mergers
Division 3—Acquisition of shares of dissenting shareholders
348 Definitions
349 Schemes and contracts to which Division applies
350 Acquisition of shares pursuant to notice to dissenting shareholder
351 Restrictions when excluded shares exceed 10 per cent
352 Remaining shareholders may require acquisition
353 Transfer of shares pursuant to compulsory acquisition
354 Disposal of consideration for shares compulsorily acquired
Division 4—Miscellaneous
355 Notification of appointment of scheme manager
356 Power of Supreme Court to require reports
357 Effect of out-of-jurisdiction compromise or arrangement
358Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
359 Commission may appear etc
Part 14—Foreign co-operatives
Division 1—Introductory
360 Definitions
361 Co-operatives law
Division 2—Registration of foreign co-operatives
362 Operation of foreign co-operative in South Australia
363 What constitutes carrying on business
364 Application for registration of participating co-operative
365 Application for registration of non-participating co-operative
366 Commission to approve rules of non-participating co-operative
367 Name of foreign co-operative
368 Registration of foreign co-operative
369 Application of Act and regulations to foreign co-operatives
370 Commission to be notified of certain changes
371 Balance sheets
372 Cessation of business
373 Co-operative proposing to register as a foreign co-operative
Division 3—Mergers and transfers of engagements
374 Who is the appropriate Registrar?
375 Authority for merger or transfer of engagements
376 Requirements before application can be made
377 Disclosure statement required
378 Making an application
379 Approval of merger
380 Approval of transfer of engagements
381 Effect of merger or transfer of engagements
382 Division applies instead of certain other provisions of this Act
Part 15—Supervision and protection of co-operatives
Division 1—Supervision and inspection
383 Definitions
384 Co-operative includes subsidiaries, foreign co-operatives and co-operative ventures
385 Appointment of inspectors
386 Commission and investigators have functions of inspectors
387 Inspector's identity card
388 Inspectors may require certain persons to appear, answer questions and produce documents
389 Inspectors' powers of entry
390 Powers of inspectors on premises entered
391 Functions of inspectors in relation to relevant documents
392 Offence—failing to comply with requirements of inspector
393 Protection from incrimination
394 Search warrants
395 Copies or extracts of records to be admitted in evidence
396 Privilege
397 Police aid for inspectors
Division 2—Inquiries
398 Definitions
399 Appointment of investigators
400 Powers of investigators
401 Examination of involved person
402 Privilege
403 Offences by involved person
404 Offences relating to documents
405 Record of examination
406 Report of investigator
407 Proceedings following inquiry
408 Admission of investigator's report as evidence
409 Costs of inquiry
Division 3—Prevention of fraud etc
410 Falsification of records
411 Fraud or misappropriation
412 Offering or paying commission
413 Accepting commission
414 False statements in loan application etc
Division 4—Miscellaneous powers of the Commission
415 Application for special meeting or inquiry
416 Holding of special meeting
417 Expenses of special meeting or inquiry
418 Power to hold special inquiry into co-operative
419 Special meeting following inquiry
420 Information and evidence
421 Extension or abridgment of time
422 Power of Commission to intervene in proceedings
Part 16—Administration of this Act
Division 1—The Commission
423 Interpretation
424 Commission responsible for administration of this Act
425 Keeping of registers
426 Disposal of records by Commission
427 Inspection of register
428 Approvals by Commission
429 Lodgment of documents
430 Method of lodgment
431 Power of Commission to refuse to register or reject documents
Division 2—Evidence
432 Certificate of registration
433 Certificate evidence
434 Orders published in the Gazette
435 Records kept by co-operatives
436 Minutes
437 Official certificates
438 The Commission and proceedings
439 Rules
440 Registers
Part 17—Offences and proceedings
441 Offences by officers of co-operatives
442 Notice to be given of conviction for offence
443 Secrecy
444 False or misleading statements
445 Further offence for continuing failure to do required act
446 Civil remedies
447 Injunctions
Part 18—General
448 Exemption from stamp duty
449 Co-operatives ceasing to exist
450 Service of documents on co-operatives
451 Service on member of co-operative
452 Reciprocal arrangements
453 Translation of documents
454 Regulations
Schedule 1—Matters for which rules must make provision
1 Requirements for all co-operatives
2 Additional matters—co-operatives with share capital
3 Additional matters—non-trading co-operatives
Schedule 2—Relevant interests, associates, related bodies
Part 1—Relevant interests
1 Terminology used in this Schedule
2 Basic rules—relevant interests
3 Control of body corporate having power in relation to a share
4 Control of 20 per cent of voting power in body corporate having power in relation to a share
5 Deemed relevant interest in advance of performance of agreement that will give rise to a relevant interest
6 Control of body corporate having a relevant interest by virtue of clause 5
7 Matters not affecting application of Schedule
8 Body corporate may have a relevant interest in its own shares
9 Exclusions—money-lenders
10 Exclusions—certain trustees
11 Exclusions—instructions to securities dealer to dispose of share
12 Exclusions—honorary proxies
13 Exclusions—holders of prescribed offices
14 Prescribed exclusions
15 Effect of Schedule
16 Relevant interest—body corporate other than co-operative
Part 2—Associates
17 Effect of Part
18 Associates of a body corporate
19 Matters relating to voting rights
20 General
21 Exclusions
Part 3—Related bodies
22 Related bodies corporate
Schedule 3—Registration etc of charges
Part 1—Preliminary
1 Interpretation
2 Application to charges referred to in clause 17
3 Lodgment of documents
Part 2—Registration
Division 1—Charges
4 To which charges does Schedule apply?
5 Excluded charges
6 Personal chattels
7 Book debts
8 Crops or stock
9 Deposit of documents of title
10 Charges on land or fixtures on land
11 What if other property is also charged?
12 Effect of failure to lodge or give notice or document
Division 2—Notice of charge
13 Lodgment of notice of charge and copy of instrument
14 Series of debentures
15 Operation of priority provisions in respect of issue of debentures
16 Discounts
17 Acquisition of property subject to charge
Division 3—Registration
18 Register of Co-operative Charges
19 Registration of documents relating to charge
20 Provisional registration if stamp duty not paid
21 Provisional registration if required particulars not supplied
22 Effect of provisional registration
23 What if 2 or more charges relate to the same property?
24 Registration of assignment or variation of charge
25 Standard time for the purposes of this Division
Division 4—Certain charges void against liquidator or administrator
26 Definitions
27 Certain charges void against liquidator or administrator
28 Certain varied charges void against liquidator or administrator
29 Supreme Court may extend required period
30 Certain later charges void
31 Effect of provisions on purchaser in good faith
Division 5—Certain charges in favour of persons void
32 Definitions
33 Charges in favour of certain persons void in certain cases
34 Supreme Court may give leave for enforcement of charge
35 Certain transactions excluded
Division 6—Assignment, variation or satisfaction of charges
36 Assignment and variation of charges
37 Satisfaction of, and release of property from, charges
Division 7—General
38 Lodgment of notices
39 Lodgment offences
40 Co-operative to keep documents relating to charges
41 Co-operative to keep register
42 Certificates
43 Power of Supreme Court to rectify Register
44 Power to exempt from compliance with certain requirements of Part
Part 3—Order of priority
Division 1—General
45 Definitions
46 Priorities of charges
Division 2—Priority rules
47 General priority rules in relation to registered charges
48 General priority rule in relation to unregistered charges
49 Special priority rules
Part 4—Provisions relating to PPS Act
50 Certain provisions of Schedule to cease to have effect
51 Provision of information to Commonwealth
52 Immunity
53 Commission may refuse to exercise functions
54 Regulations
Part 5—Repeal of Schedule and Part 10 Division 2
55 Repeal of Schedule and Part 10 Division 2
Schedule 4—Receivers, and other controllers, of property of co‑operatives
1 Interpretation
2 Application of Schedule
3 Persons not to act as receivers
4 Supreme Court may declare whether controller is validly acting
5 Liability of controller
6 Liability of controller under pre-existing agreement about property used by co-operative
7 Powers of receiver
8 Controller's duty of care in exercising power of sale
9 Supreme Court may authorise managing controller to dispose of property despite prior charge
10 Receiver's power to carry on co-operative's business during winding up
11 Controller's duties in relation to ADI accounts and accounting records
12 Managing controller to report within 2 months about co-operative's affairs
13 Reports by receiver
14 Supervision of controller
15 Controller may apply to Supreme Court
16 Power of Supreme Court to fix receiver's remuneration
17 Controller has qualified privilege in certain cases
18 Notification of matters relating to controller
19 Statement that receiver appointed or other controller acting
20 Officers to report to controller about co-operative's affairs
21 Controller may require reports
22 Controller may inspect books
23 Lodging controller's accounts
24 Payment of certain debts, out of property subject to floating charge, in priority to claims under charge
25 Enforcement of controller's duty to make returns
26 Supreme Court may remove controller for misconduct
27 Supreme Court may remove redundant controller
28 Effect of clauses 26 and 27
Schedule 5—Savings and transitional
1 Definitions
2Acts Interpretation Act applies
3 Regulations
4 Saving of existing co-operatives
5 Co-operatives in process of formation before commencement
6 Co-operatives in process of amalgamation before commencement
7 Rules of co-operative in process of alteration before commencement
8 Rules of transferred co-operative to conform with Act
9 Modification of certain rules of transferred co-operative
10 Rules of transferred co-operative to contain active membership provisions
11 Qualifications for membership of transferred co-operative
12 Name of transferred co-operative to comply with this Act
13 Transferred co-operative carrying on business with too few members
14 Saving of voting rights of members of transferred co-operative
15 Inactive members of transferred co-operative entitled to vote if rules do not contain active membership provisions
16 Extension of time for holding of AGM by transferred co-operative
17 Inactive members of transferred co-operative entitled to be requisitioning members if rules do not contain active membership provisions
18 Transferred co-operative to remove disqualified persons from board of directors
19 Prospectuses issued by transferred co-operative before commencement in relation to issue of debentures to non-members etc
20 Prospectuses issued by transferred co-operative before commencement in relation to issue of debentures to members
21 Prospectuses issued by transferred co-operative before commencement in relation to issue of shares to members
22 Charges registered under repealed Act
23 Application for exemption before commencement—qualifications of auditors
24 Existing accounts provisions to apply to transferred co-operatives
25 Notice to be given of relevant interest in voting rights of member of transferred co-operative
26 Notice to be given of substantial share interest in transferred co-operative
27 Maximum permissible level of share interest in transferred co-operative
28 Unlisted companies to provide list of shareholders etc to transferred co‑operatives
29 Registered office of transferred co-operative
30 Investigation into affairs of transferred co-operative
31 Winding up of transferred co-operative
32 Arrangement for transferred co-operative
33 Receivers and managers of transferred co-operative
34 Documents
35 Proceedings under the repealed Act in relation to transferred co‑operatives
36 Superseded references
Legislative history
The Parliament of South Australia enacts as follows:
Part 1—Preliminary
Division 1—Introductory
1—Short title
This Act may be cited as the Co-operatives Act 1997.
3—Objects of this Act
The objects of this Act are—
(a)to enable the formation, registration and operation of co-operatives; and
(b)to promote co-operative philosophy, principles, practices and objectives; and
(c)to protect the interests of co-operatives, their members and the public in the operation and activities of co-operatives; and
(d)to ensure that the directors of co-operatives are accountable for their actions and decisions to the members of co-operatives; and
(e)to encourage and facilitate self-management by co-operatives at all levels; and
(f)to encourage the development, integration and strengthening of co-operatives at local, regional, national and international levels by supporting and fostering State and national peak organisations and co-operative instrumentalities.
Division 2—Interpretation
4—Definitions
(1)In this Act—
agreement means an agreement, arrangement or understanding—
(a)whether formal or informal or partly formal and partly informal; and
(b)whether written or oral or partly written and partly oral; and
(c)whether or not having legal or equitable force and whether or not based on legal or equitable rights;
alter, in relation to the rules of a co-operative, includes add to, substitute and rescind;
associate has the meaning given by Schedule 2;
association means an association registered under this Act;
board means the board of directors of a co-operative and includes a committee of management of a co-operative;
Commission means the Corporate Affairs Commission;
component co-operative means a member of an association;
co-operative means a body registered under this Act as a co-operative and includes an association or federation;
Corporations Act means the Corporations Act 2001 of the Commonwealth;
debenture means a document issued by a co-operative that evidences or acknowledges indebtedness of the co-operative in respect of money that is or may be deposited with or lent to the co-operative, whether or not constituting a charge on property of the co-operative and includes a unit of a debenture but does not include—
(a)a cheque, order for the payment of money or bill of exchange; or
(b)a promissory note having a face value of not less than $50 000; or
(c)any other document of a class that is prescribed as exempt from this definition;
deed of arrangement means a deed of arrangement executed under Part 5.3A of the Corporations Act as applying under this Act or such a deed as varied and in force from time to time;
deposit taking co-operative means a co-operative that is permitted under section 254 to accept money on deposit;
deregistration means deregistration under section 311, 449(1) or clause 31 of Schedule 5;
director, in relation to a co-operative, includes—
(a)a person who occupies or acts in the position of a director or member of the board of a co-operative, whether or not the person is called a director and whether or not the person is validly appointed or duly authorised to act in the position; and
(b)a person in accordance with whose directions or instructions the directors or members of the board of directors of the co-operative are accustomed to act;
District Court means the Administrative and Disciplinary Division of the District Court;
domestic partner means a person who is a domestic partner within the meaning of the Family Relationships Act 1975, whether declared as such under that Act or not;
federation means a federation registered under this Act;
financial records includes—
(a)invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b)documents of prime entry; and
(c)working papers and other documents needed to explain—
(i)the methods by which financial statements are made up; and
(ii)adjustments to be made in preparing financial statements;
financial statements means—
(a)a profit and loss statement; and
(b)a balance sheet; and
(c)a statement of cash flows; and
(d)if required by the accounting standards under the Corporations Act applying under this Act—a consolidated profit and loss statement, balance sheet and statement of cash flows;
foreign co-operative means a body corporate that is registered, incorporated or formed under, or is subject to, a law in force outside South Australia (including outside Australia), that regulates co-operatives or organisations having attributes the same as or similar to co-operatives but does not include—
(a)a body incorporated under the Corporations Act; or
inspector means a person appointed as an inspector under Part 15;
model rules means the model rules approved by the Commission under Part 5;
mortgage includes a lien, charge or other security over property;
non-trading co-operative means a non-trading co-operative within the meaning of section 15;
officer, in relation to a co-operative, means—
(a)a director, secretary or employee of the co-operative; or
(b)a person who is concerned, or takes part, in the management of the co-operative, whether or not as a director; or
(c)a receiver and manager, appointed under a power contained in an instrument, of property of the co-operative; or
(d)an administrator of a deed of arrangement executed by the co-operative; or
(e)a liquidator or provisional liquidator appointed in a voluntary winding up of the co-operative; or
(f)an administrator of the co-operative appointed under—
(i)Part 5.3A of the Corporations Act as applying under this Act; or
(ii)Division 5 of Part 12 of this Act; or
(iii)a trustee or other person administering a compromise or arrangement made between the co-operative and another person;
primary activity has the meaning given by section 114;
principal executive officer, in relation to a co-operative or a subsidiary of a co-operative, means the principal executive officer of the co-operative or subsidiary for the time being, by whatever name called, and whether or not that officer is a director or the secretary;
records includes books, financial records, financial statements, minutes, registers, deeds, writings, documents and other sources of information compiled, recorded or stored in written form or on microfilm, or by electronic process, or in any other manner or by any other means;
Register means the register of incorporated co-operatives continued under section 425;
related, in the context of related bodies corporate, has the meaning given by Schedule 2;
relevant interest has the meaning given by Schedule 2;
rule means registered rule of a co-operative for the time being in force;
seal, in relation to a co-operative, means the common seal or official seal;
secretary, of a co-operative, means the person appointed under section 214A to be, or to act as, the secretary of the co-operative;
share means share in the share capital of a co-operative;
spouse—a person is the spouse of another if they are legally married;
subordinated debt has the meaning given by section 257;
subsidiary has the same meaning as in the Corporations Act;
surplus, in relation to a co-operative, means the excess of income over expenditure after making proper allowance for taxation expense, depreciation in value of the property of the co-operative and future contingencies;
trading co-operative means a trading co-operative within the meaning of section 14.
(2)In this Act—
(a)a reference to a function includes a reference to a power, authority and duty; and
(b)a reference to the exercise of a function includes, in relation to a duty, a reference to the performance of the duty.
(3)Words and expressions that have a defined meaning in the Corporations Act have, when used in this Act in relation to a body corporate that is not a co-operative, the same meaning as in the Corporations Act.
(4)A reference in this Act to a provision of the Corporations Act applying under this Act (or a part of this Act) is a reference to that provision to the extent that it is declared to apply to a matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 as a law of this State.
5—Qualified privilege
(1)Where this Act provides that a person has qualified privilege in respect of an act, matter or thing, the person, in respect of that act, matter or thing—
(a)has qualified privilege in proceedings for defamation; or
(b)is not, in the absence of malice on the person's part, liable to an action for defamation at the suit of any person.
(2)In subsection (1)—
malice includes ill-will to the person concerned or any other improper motive.
(3)Neither this section nor a provision of this Act that provides as mentioned in subsection (1) limits or affects any right, privilege or immunity that a person has, apart from this section or such a provision, as defendant in proceedings, or an action, for defamation.
Division 3—The co-operative principles
6—Co-operative principles
The co-operative principles are the following principles:
1—Voluntary and open membership
Co-operatives are voluntary organisations, open to all persons able to use their services and willing to accept the responsibilities of membership, without gender, social, racial, political or religious discrimination.
2—Democratic member control
Co-operatives are democratic organisations controlled by their members, who actively participate in setting their policies and making decisions. Men and women serving as elected representatives are accountable to the membership. In primary co-operatives members have equal voting rights (one member, one vote) and co-operatives at other levels are organised in a democratic manner.
3—Member economic participation
Members contribute equitably to, and democratically control, the capital of their co-operative. At least part of that capital is usually the common property of the co-operative. They usually receive limited compensation, if any, on capital subscribed as a condition of membership. Members allocate surpluses for any or all of the following purposes: developing the co-operative, possibly by setting up reserves, part of which at least would be indivisible; benefiting members in proportion to their transactions with the co-operative; and supporting other activities approved by the membership.
4—Autonomy and independence
Co-operatives are autonomous, self help organisations controlled by their members. If they enter into agreements with other organisations, including governments, or raise capital from external sources, they do so on terms that ensure democratic control by their members and maintain their co-operative autonomy.
5—Education, training and information
Co-operatives provide education and training for their members, elected representatives, managers and employees so they can contribute effectively to the development of their co-operatives. They inform the general public, particularly young people and opinion leaders, about the nature and benefits of co-operation.
6—Co-operation among co-operatives
Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures.
7—Concern for the community
While focusing on member needs, co-operatives work for the sustainable development of their communities through policies accepted by their members.
7—Interpretation to promote co-operative principles
In the interpretation of a provision of this Act or the regulations, a construction that would promote co-operative principles is to be preferred to a construction that would not promote co-operative principles.
Division 4—Application of Corporations Act to co-operatives
8—Definitions
In this Division—
Corporations legislation means the Corporations legislation to which Part 1.1A of the Commonwealth Act applies;
excluded Corporations legislation provision means any provision of the Corporations legislation that does not apply to co-operatives as a law of the Commonwealth.
9—Exclusion of operation of Corporations Act
(1)A co-operative is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent specified in subsection (2).
(2)Subsection (1) does not exclude the application of the following provisions of the Corporations legislation to co-operatives to the extent that those provisions would otherwise be applicable to them:
(a)provisions that relate to any matter that the regulations provide is not to be excluded from the operation of the Corporations Act; or
(ab)provisions that relate to the registration of a co-operative as a company under Part 5B.1 of the Corporations Act; or
(b)provisions that relate to the role of a co-operative in the formation of a company; or
(c)provisions that relate to substantial shareholdings, by or involving a co-operative, in a company; or
(d)provisions that confer or impose functions on a co-operative as a member, or former member, of a corporation; or
(e)provisions that relate to dealings by a co-operative in securities of a body corporate, other than securities of the co-operative; or
(f)provisions that confer or impose functions on a co-operative in its dealings with a corporation, not being dealings in securities of the co-operative; or
(h)provisions relating to derivatives; or
(i)provisions relating to—
(i)financial services licensees (as defined in section 761A of the Corporations Act) whose licence covers dealing in, or providing advice about, securities; or
(ii)regulated principals (as defined in section 1430 of the Corporations Act) when dealing in, or providing advice about, securities as authorised by Subdivision D of Division 1 of Part 10.2 of that Act; or
(j)provisions relating to the carrying on of financial services business (as defined in section 761A of the Corporations Act) relating to securities; or
(k)provisions relating to financial statements, and audits of financial statements, of—
(i)financial services licensees (as defined in section 761A of the Corporations Act) whose licence covers dealing in, or providing advice about, securities; or
(ii)regulated principals (as defined in section 1430 of the Corporations Act) when dealing in, or providing advice about, securities as authorised by Subdivision D of Division 1 of Part 10.2 of that Act; or
(l)provisions relating to money and scrip of clients of—
(i)financial services licensees (as defined in section 761A of the Corporations Act) whose licence covers dealing in, or providing advice about, securities; or
(ii)regulated principals (as defined in section 1430 of the Corporations Act) when dealing in, or providing advice about, securities as authorised by Subdivision D of Division 1 of Part 10.2 of that Act.
(3)To remove doubt it is declared that subsection (1) does not operate to exclude the operation of the following provisions of the Corporations Act except in relation to shares in, debentures of or deposits with a co-operative:
(a)Part 1.2A (Disclosing entities);
(b)Chapter 2L (Debentures);
(c)Chapter 6D (Fundraising);
(d)Part 7.10 (Market misconduct and other prohibited conduct relating to financial products and services).
10—Application of excluded Corporations legislation provisions by the regulations
(1)The regulations may declare any matter relating to co-operatives to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to any excluded Corporations legislation provision or provisions (with such modifications as may be specified in the declaration).
(2)Without limiting subsection (1), any such regulations may—
(a)specify modifications to the definitions and other interpretative provisions of the Corporations legislation relevant to any excluded Corporations legislation provision that is the subject of the declaration; and
(b)provide for ASIC to exercise a function under any excluded Corporations legislation provision that is the subject of the declaration, but only if—
(i)ASIC is to exercise that function pursuant to an agreement of the kind referred to in section 11(8) or (9A)(b) of the Australian Securities and Investments Commission Act 2001 of the Commonwealth; and
(ii)ASIC is authorised to exercise that function under section 11 of the Australian Securities and Investments Commission Act 2001 of the Commonwealth; and
(c)specify that a reference to ASIC in any excluded Corporations legislation provision that is the subject of the declaration is to be a reference to another person or body; and
(d)identify any excluded Corporations legislation provision to which the declaration relates by reference to that provision as in force at a particular time; and
(e)specify a court (other than the Supreme Court) to exercise any function conferred on a court or the Court by any excluded Corporations legislation provision to which the declaration relates.
(3)Words and expressions used in this section and also in Part 3 of the Corporations (Ancillary Provisions) Act 2001 have the same meaning as they have in that Part.
11—Modifications to applied provisions
(1)If a provision of this Act declares a matter to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 (the declaratory provision) in relation to any provisions of the Corporations legislation (the applied provisions), the declaratory provision is taken to specify the following modifications to the applied provisions:
(a)a reference to a constitution is to be read as a reference to the rules;
(b)a cross-reference to another provision of the Corporations Act is, if that cross-reference is not appropriate (because, for example, the provision cross-referred to is not among the applied provisions), to be read as a cross-reference to the equivalent provision of this Act;
(ba)a reference to the Australian Securities and Investments Commission, however referred to, is to be read as a reference to the Corporate Affairs Commission;
(c)a reference to the Gazette is to be read as a reference to the South Australian Gazette;
(d)a reference to the Commonwealth is to be read as a reference to the State;
(e)provisions which are not relevant to co-operatives or which are incapable of application to co-operatives are to be ignored;
(f)modifications directed by the Commission under subsection (2).
(2)The Commissioner may, by order published in the Gazette, give directions as to the modifications that are necessary or desirable for the effectual operation of applied provisions.
(3)This section has effect subject to any specific requirements of provisions of this Act that apply provisions of the Corporations Act.
Part 2—Formation
Division 1—Types of co-operatives
13—Types of co-operatives
(1)A body may be registered under this Act as a co-operative.
(2)A co-operative may be either—
(a)a trading co-operative; or
(b)a non-trading co-operative.
14—Trading co-operatives
(1)A trading co-operative must have a share capital.
(2)A trading co-operative is a co-operative whose rules allow it to give returns or distributions on surplus or share capital.
(3)A trading co-operative must have a membership of—
(a)2 or more co-operatives, in the case of an association; and
(b)2 or more associations, in the case of a federation; and
(c)for any other trading co-operative—
(i)if a lesser number than 5 is prescribed by regulation—at least that number of active members; or
(ii)otherwise—5 or more active members.
15—Non-trading co-operatives
(1)A non-trading co-operative is a co-operative whose rules prohibit it from giving returns or distributions on surplus or share capital to members, other than the nominal value of shares, if any, at winding up.
(2)A non-trading co-operative may or may not have a share capital.
(3)A non-trading co-operative must have a membership of—
(a)2 or more co-operatives, in the case of an association; and
(b)2 or more associations, in the case of a federation; and
(c)for any other non-trading co-operative—
(i)if a lesser number than 5 is prescribed by regulation—at least that number of active members; or
(ii)otherwise—5 or more active members.
Division 2—Formation meeting
16—Formation meeting
(1)Before a proposed co-operative (other than an existing body corporate) can be registered, a formation meeting must be held in accordance with this section.
(2)At the formation meeting—
(a)in the case of a proposed trading co-operative, a disclosure statement approved under section 17 must be presented to the meeting; and
(b)the proposed rules of the co-operative approved under section 18 in respect of the proposed co-operative, and including active membership provisions in accordance with Part 6, must be passed by two-thirds of the proposed members of the proposed co-operative attending the meeting; and
(c)the proposed members of the proposed co-operative must sign the application for membership which must be in a form approved by the Commission; and
(d)the proposed members must elect the first directors of the proposed co-operative in accordance with the proposed rules; and
(e)the proposed members must authorise a person—
(i)to apply to the Commission for registration of the proposed co-operative; and
(ii)to do any act or thing necessary to have the proposed co-operative registered.
(3)The formation meeting must be held by—
(a)not less than 2 suitably qualified co-operatives, in the case of an association; and
(b)not less than 2 suitably qualified associations, in the case of a federation; and
(c)not less than 5 persons, or if a lesser number than 5 is prescribed by regulation, not less than the prescribed number of persons, suitably qualified to be members of the proposed co-operative in the case of any other co-operative.
(4)For the purposes of subsection (3), a person is suitably qualified to be a member if—
(a)there are reasonable grounds to believe the person will be an active member of the proposed co-operative; and
(b)in the case of a natural person, the person has attained the age of 18; and
(c)the person satisfies any other requirements for membership set out in the proposed rules.
(5)Each co-operative forming a proposed association and each association forming a proposed federation may be represented at the formation meeting by one person.
Division 3—Approval of disclosure statement and rules
17—Approval of disclosure statement
(1)A draft disclosure statement of a proposed trading co-operative must be submitted to the Commission at least 28 days (or such shorter period as the Commission may allow in a particular case) before the formation meeting is due to be held.
(2)The disclosure statement must contain the information necessary to ensure that prospective members are adequately informed of the nature and extent of a person's financial involvement or liability as a member of the co-operative including so far as applicable—
(a)the estimated costs of formation; and
(b)the nature of the proposed membership of the co-operative; and
(c)the rights and liabilities attaching to shares in the proposed co-operative (including the capital required for the co-operative); and
(d)the projected income and expenditure of the co-operative for its first year of operation; and
(e)information about any contracts required to be entered into by the co-operative; and
(f)any other information that the Commission directs.
(3)The disclosure statement must not include a statement purporting to be made by an expert or to be based on a statement made by an expert unless—
(a)the expert has given, and has not withdrawn, the expert's written consent to the submission of the disclosure statement with the statement included in the form and context in which it is included; and
(b)there appears in the disclosure statement a statement that the expert has given, and has not withdrawn, the expert's consent.
(4)The Commission may—
(a)approve the draft statement as submitted; or
(b)amend the draft, or require a stated amendment of the draft, and then approve the amended statement; or
(c)approve a different statement to that submitted; or
(d)refuse to approve the statement; or
(e)require the person submitting the draft statement to give the Commission any additional information the Commission reasonably requires, and then act under paragraph (a), (b), (c) or (d).
(5)Approval may be given at any time before the formation meeting is held.
(5a)The Commission may approve a disclosure statement with or without conditions.
(6)Subject to subsection (7), the Commission approves of a disclosure statement by giving notice of the approval of the statement to the person who submitted the draft statement to the Commission.
(7)The Commission is to be considered to have approved the disclosure statement as submitted to the Commission unless at least 5 days before the formation meeting is due to be held—
(a)the Commission gives notice of approval of a different disclosure statement; or
(b)the Commission gives notice to the person who submitted the draft statement that the Commission is still considering the matter; or
(c)the Commission gives notice of refusal to approve the disclosure statement.
(8)A notice under this section must be in writing.
18—Approval of rules
(1)A draft of the rules proposed for the co-operative (including active membership provisions in accordance with Part 6) must be submitted to the Commission at least 28 days (or such shorter period as the Commission may allow in a particular case) before the formation meeting is due to be held.
(2)The proposed rules must—
(a)be in accordance with section 102; and
(b)be in a form that may reasonably be approved; and
(c)if the rules contain any alterations of the model rules, be accompanied by a statement setting out the alterations and the reasons for the alterations.
(3)If the rules do not make provision for any matter included in the model rules, the Commission may approve the relevant provisions of the model rules as rules of the co-operative.
(4)The Commission may—
(a)approve the rules as submitted; or
(b)approve different rules to those submitted; or
(c)refuse to approve the rules.
(5)The Commission approves of the rules by giving written notice of the approval of the rules to the person who submitted the draft rules to the Commission.
(6)The Commission must give written notice of the refusal to approve the rules to the person who submitted the rules to the Commission.
Division 4—Registration of proposed co-operative
19—Application for registration of proposed co-operative
(1)An application for registration of a proposed co-operative (other than an existing body corporate) must—
(a)be made in the form approved by the Commission; and
(b)be accompanied by the prescribed fee; and
(c)be signed by—
(i)at least 2 directors in the case of an association or federation; and
(ii)at least 5, or if a lesser number than 5 is prescribed by regulation, at least the prescribed number of, suitably qualified members, including 2 directors elected at the formation meeting, in the case of any other proposed co-operative; and
(d)be accompanied by—
(i)2 copies of the proposed rules signed and certified by the persons who acted as chairperson and secretary at the formation meeting; and
(ii)in the case of a proposed trading co-operative, a copy of the disclosure statement presented to the formation meeting signed and certified by the persons who acted as chairperson and secretary at the formation meeting; and
(iii)a statement listing the name, address, occupation and place and date of birth of each director; and
(iv)any other particulars that the Commission may require in a particular case.
(2)The application must be lodged with the Commission within 2 months after closure of the formation meeting for the proposed co-operative or within such extended period as the Commission may allow.
20—Registration of co-operative
(1)When an application is made under this Division for registration of a proposed co-operative, the Commission must register the co-operative and its rules if satisfied that the requirements for registration of the co-operative have been met.
(2)The requirements for registration of a co-operative under this Division are as follows:
(a)the proposed rules of the proposed co-operative must be the rules approved by the Commission under section 18; and
(b)the name of the proposed co-operative—
(i)must comply with the requirements of this Act; and
(ii)must not be such as is likely to be confused with the name of any other body corporate or any registered business name; and
(iii)must not be undesirable as a name for a registered co-operative; and
(iv)must conform with any direction of the Minister relating to the names of registered co-operatives; and
(c)the other requirements of this Act and the regulations must have been complied with in respect of the proposed co-operative and compliance must be likely to continue; and
(d)the proposed co-operative must be designed to function in accordance with the co-operative principles or, if it is not designed to function entirely in accordance with the co-operative principles, the Commission must be satisfied that there are special reasons why the co-operative should be registered under this Act; and
(e)there must be no reasonable cause for refusing registration of the proposed co-operative.
(3)If the Commission is not satisfied that the requirements for registration of the co-operative have been met the Commission may refuse to register the co-operative and its rules.
21—Incorporation and certificate of registration
(1)The incorporation of the co-operative takes effect upon the registration of the co-operative.
(2)On the registration of the co-operative, the Commission must issue a certificate of registration.
Division 5—Registration of an existing body corporate
22—Existing body corporate can be registered
A body corporate (other than a co-operative deemed to be registered under this Act) may apply to the Commission to be registered as a co-operative under this Act, if before or after the commencement of this Act, the body corporate was—
(a)incorporated or registered or deemed to be registered under the Corporations Act; or
(b)incorporated or registered under any other Act relating to the incorporation or registration of bodies corporate.
23—Formation meeting
(1)Before applying for registration as a co-operative the body corporate must pass a special resolution in accordance with its articles of association or rules approving of—
(a)the proposed registration; and
(b)any alterations of its existing memorandum and articles of association or rules necessary to enable the body corporate to comply with this Act.
(2)At the meeting to pass the special resolution—
(a)the proposed rules of the proposed co-operative approved under section 18, and including active membership provisions in accordance with Part 6, must also be passed by special resolution; and
(b)in the case of a proposed trading co-operative, a disclosure statement approved under section 17 must be presented to the meeting.
24—Application for registration
An application for registration must—
(a)be in the form approved by the Commission; and
(b)be accompanied by the prescribed fee; and
(c)be accompanied by—
(i)a declaration in writing signed by the directors or the committee of management of the body corporate stating that at a meeting of the directors or committee they formed the opinion that the body corporate will be able to pay its debts as they fall due; and
(ii)a report in the form approved by the Commission as to the affairs of the body corporate and showing its assets and liabilities, made up to the latest practicable date before the application; and
(iii)a copy of the memorandum and articles of association or rules of the body corporate in force at the date of the application; and
(iv)2 copies of the proposed rules of the co-operative, as provided for by the special resolution; and
(v)in the case of a proposed trading co-operative, a copy of the disclosure statement presented to the meeting held under section 23 and signed and certified by the directors or committee of management of the body corporate; and
(vi)a list containing the name, address, occupation and place and date of birth of each director; and
(vii)evidence to the satisfaction of the Commission of the incorporation of the existing body corporate; and
(viii)any other particulars that the Commission may require in a particular case.
25—Requirements for registration
(1)When an application is made for registration of a co-operative under this Division, the Commission must register the body corporate as a co-operative under this Act and register its rules under this Act if the Commission is satisfied that the requirements for registration of the co-operative have been met.
(2)The requirements for registration of a co-operative under this Division are as follows:
(a)the proposed rules of the proposed co-operative must be the rules approved by the Commission under section 18; and
(b)the name of the proposed co-operative—
(i)must comply with the requirements of this Act; and
(ii)must not be such as is likely to be confused with the name of any other body corporate or any registered business name; and
(iii)must not be undesirable as a name for a registered co-operative; and
(iv)must conform with any direction of the Minister relating to the names of registered co-operatives; and
(c)the other requirements of this Act and the regulations must have been complied with in respect of the proposed co-operative and compliance must be likely to continue; and
(d)there must be no reasonable cause for refusing registration of the proposed co-operative.
(3)If the Commission is not satisfied that the requirements for registration of the co-operative have been met the Commission may refuse to register the co-operative and its rules.
(4)If the Commission has determined under this section to register a body corporate under this Act, the body corporate must notify the authority responsible for registering the body corporate under the law under which it was previously registered of that determination.
(5)Despite anything to the contrary in this Division, the registration of a body corporate as a co-operative does not take effect until the body corporate ceases to be registered under the law under which it was previously registered.
(6)The body corporate must notify the Commission in writing within 7 days after ceasing to be registered under that other law.
26—Certificate of registration
(1)On the registration of the body corporate as a co-operative the Commission must—
(a)issue a certificate of registration; and
(b)publish notice of the issue of the certificate in the Gazette.
(2)The corporate name of a body corporate registered as a co-operative is the name approved by the Commission, as specified in the certificate of registration issued by the Commission.
27—Effect of registration
(1)The body corporate is to be taken to be incorporated under this Act on its registration.
(2)Except as expressly provided in this Act or the regulations, the registration and incorporation of the body corporate as a co-operative does not prejudice any right of a member in respect of any shares held at the time of registration and incorporation.
(3)The change of registration and incorporation does not affect the identity of the body corporate which is deemed to be the same body after registration as a co-operative as it was before and no act, matter or thing is affected by the change.
Division 6—Conversion of co-operative
28—Conversion of co-operative
(1)A co-operative may, by alteration of its rules, convert from—
(a)a co-operative with share capital to a co-operative without share capital or vice versa; or
(b)a trading co-operative to a non-trading co-operative or vice versa.
(2)An alteration of the rules for the conversion of a co-operative must be approved by special resolution passed by means of a special postal ballot.
Division 7—Appeals
29—Appeal against refusal to approve disclosure statement
The person who submitted a draft disclosure statement to the Commission under this Act may appeal to the District Court against—
(a)a decision of the Commission to refuse to approve the statement; or
(b)a failure of the Commission to approve the statement.
30—Appeal against refusal to approve draft rules
The person who submitted draft rules to the Commission under this Act may appeal to the District Court against—
(a)a decision of the Commission to refuse to approve the rules; or
(b)a failure of the Commission to approve the rules.
31—Appeal against refusal to register
The applicants for registration of a proposed co-operative under this Part may appeal to the District Court against—
(a)a decision of the Commission to refuse to register the co-operative; or
(b)a failure of the Commission to register the co-operative.
32—Commission to comply with Court determination
The Commission must comply with a determination of the District Court on an appeal under this Division.
Division 8—General
33—Stamp duty exemption for certain co-operatives
(1)This section applies to a co-operative that—
(a)has as its primary activity the providing of any community service or benefit; and
(b)was, before it was incorporated under this Act, an unincorporated club, association or body operating to provide sporting or recreational facilities for its members and not carried on for the pecuniary profit of its members.
(2)An instrument transferring to a co-operative to which this section applies any property which was, immediately before the co-operative was incorporated, held by or on behalf of the unincorporated club, association or body is not chargeable with stamp duty.
34—Acceptance of money by proposed co-operative
(1)A proposed co-operative or any person on its behalf or otherwise which accepts any money for the proposed co-operative before the proposed co-operative is registered must hold that money on trust until the co-operative is registered.
(2)If a co-operative is not registered within the period of 3 months after the acceptance of any money under subsection (1), the proposed co-operative or the person who accepted the money on its behalf must refund the money to the person who paid it.
Maximum penalty: $6 000.
35—Issue of duplicate certificate
The Commission must issue a duplicate certificate of registration—
(a)if the Commission is satisfied that the original certificate is lost or destroyed; and
(b)on payment of the prescribed fee.
Part 3—Legal capacity and powers
Division 1—General powers
36—Effect of incorporation
As a body corporate, a co-operative—
(a)has perpetual succession; and
(b)has a common seal; and
(c)may sue and be sued in its corporate name; and
(d)subject to this Act, is capable of taking, purchasing, leasing, holding, selling and disposing of real and personal property; and
(e)may do and suffer all acts and things that bodies corporate may by law do and suffer and which are necessary or expedient.
37—Power to form companies and enter into joint ventures
Without limiting any other provision of this Act, a co-operative has power—
(a)to form or participate in the formation of a body corporate or unit trust;
(b)to acquire interests in and sell or otherwise dispose of interests in bodies corporate, unit trusts and joint ventures;
(c)to form or enter into a partnership, joint venture or other association with other persons or bodies.
Division 2—Doctrine of ultra vires abolished
38—Interpretation
In this Division—
(a)a reference to the doing of an act by a co-operative includes a reference to the making of an agreement by the co-operative and a reference to a transfer of property to or by the co-operative; and
(b)a reference to legal capacity includes a reference to powers.
39—Doctrine of ultra vires abolished
(1)The objects of this Division are—
(a)to provide that the doctrine of ultra vires does not apply to co-operatives; and
(b)without affecting the validity of a co-operative's dealings with others, to ensure that the co-operative's officers and members give effect to the provisions of the co-operative's rules relating to the primary activities or powers of the co-operative.
(2)This Division is to be construed and have effect in accordance with subsection (1).
40—Legal capacity
(1)A co-operative has, both within and outside the State, the legal capacity of a natural person.
(2)Without limiting subsection (1), a co-operative has, both within and outside the State, power—
(a)to issue and allot fully or partly paid shares in the co-operative; and
(b)to issue debentures of the co-operative; and
(c)to distribute any of the property of the co-operative among the members, in kind or otherwise; and
(d)to give security by charging uncalled capital; and
(e)to grant a charge on property of the co-operative; and
(f)to procure the co-operative to be registered or recognised as a body corporate in any place outside the State; and
(g)to do any other act that it is authorised to do by any other law (including a law of a place outside the State).
(3)Subsections (1) and (2) have effect in relation to a co-operative—
(a)subject to this Act and the regulations but despite section 41(2); and
(b)if the co-operative's rules contain an express or implied restriction on, or an express or implied prohibition of, the exercise by the co-operative of any of its powers, despite that restriction or prohibition; and
(c)if the rules of the co-operative contain a provision stating the objects of the co-operative, despite that fact.
(4)The fact that the doing of an act by a co-operative would not be, or is not, in its best interests does not affect its legal capacity to do the act.
41—Restrictions on co-operatives in rules
(1)A co-operative's rules may contain an express restriction on, or an express prohibition of, the exercise by the co-operative of a power of the co-operative.
(2)A co-operative contravenes this section if—
(a)it exercises a power contrary to an express restriction on, or an express prohibition of, the exercise of that power, being a restriction or prohibition contained in the co-operative's rules; or
(6)A receiver must make provision in respect of reasonable fees and expenses of an auditor in respect of a particular period as required by subclause (4) or (5) whether or not the auditor has made a claim for fees and expenses for that period, but where the auditor has not made a claim, the receiver may estimate the reasonable fees and expenses of the auditor for that period and make provision in accordance with the estimate.
(7)For the purposes of this clause the references in Division 6 of Part 5.6 of the Corporations Act (as applying under this Act) to the relevant date are to be read as references to the date of the appointment of the receiver, or of possession being taken or control being assumed, as the case may be.
25—Enforcement of controller's duty to make returns
(1)If a receiver of property of a co-operative—
(a)who has made default in making or lodging any return, account or other document or in giving any notice required by law fails to make good the default within 14 days after the service on the controller, by any member or creditor of the co-operative or trustee for debenture holders, of a notice requiring the controller to do so; or
(b)who has become a controller of property of the co-operative otherwise than by being appointed a receiver of the property by a court and who has, after being required at any time by the liquidator of the co-operative so to do, failed to render proper accounts of, and to vouch, the controller's receipts and payments and to pay over to the liquidator the amount properly payable to the liquidator,
the Supreme Court may make an order directing the controller to make good the default within the time specified in the order.
(2)An application under subclause (1) may be made—
(a)if subclause (1)(a) applies, by a member or creditor of the co-operative or by a trustee for debenture holders; and
(b)if subclause (1)(b) applies, by the liquidator of the co-operative.
26—Supreme Court may remove controller for misconduct
If, on the application of a co-operative, the Supreme Court is satisfied that a controller of property of the co-operative has been guilty of misconduct in connection with performing or exercising any of the controller's functions and powers, the Court may order that, on and after a specified day, the controller cease to act as receiver or give up possession or control, as the case requires, of property of the co-operative.
27—Supreme Court may remove redundant controller
(1)The Supreme Court may order that, on and after a specified day, a controller of property of a co-operative—
(a)cease to act as receiver, or give up possession or control, as the case requires, of property of the co-operative; or
(b)act as receiver, or continue in possession or control, as the case requires, only of specified property of the co-operative.
(2)The Supreme Court may make an order under subclause (1) if it is satisfied that the objectives for which the controller was appointed, or entered into possession or took control of property of the co-operative, as the case requires, have been achieved, so far as is reasonably practicable, except in relation to any property specified in the order under subclause (1)(b).
(3)For the purposes of subclause (2), the Supreme Court may have regard to—
(a)the co-operative's interests; and
(b)the interests of the holder of the charge that the controller is enforcing; and
(c)the interests of the co-operative's other creditors; and
(d)any other relevant matter.
(4)The Supreme Court may make an order under subclause (1) on the application of a liquidator appointed for the purposes of winding up the co-operative in insolvency.
(5)An order under subclause (1) may also prohibit the holder of the charge from doing any or all of the following, except with the permission of the Supreme Court:
(a)appointing a person as receiver of property of the co-operative under a power contained in an instrument relating to the charge;
(b)entering into possession, or taking control, of the property for the purpose of enforcing the charge;
(c)appointing a person so to enter into possession or take control (whether as agent for the chargee or for the co-operative).
28—Effect of clauses 26 and 27
(1)Except as expressly provided in clause 26 or 27, an order under that clause does not affect a charge on property of a co-operative.
(2)Nothing in clause 26 or 27 limits any other power of the Supreme Court to remove, or otherwise deal with, a controller of property of a co-operative (for example, the Supreme Court's powers under clause 14).
Schedule 5—Savings and transitional
1—Definitions
In this Schedule—
active membership provisions, in relation to rules of a co-operative, means provisions imposing a duty on all persons who become members of the co-operative to be active members;
repealed Act means the Co-operatives Act 1983;
transferred co-operative means a body corporate that is deemed by clause 4, 5 or 6 of this Schedule to be a co-operative registered under this Act.
2—Acts Interpretation Act applies
The Acts Interpretation Act 1915 applies, except to the extent of any inconsistency with the provisions of this Schedule, to the repeal of the Co-operatives Act 1983.
3—Regulations
The Governor may make regulations of a savings or transitional nature consequent on the enactment or commencement of this Act.
4—Saving of existing co-operatives
(1)On the commencement of this clause, any existing body corporate that was a co-operative registered under the repealed Act immediately before that commencement is deemed to be a co-operative registered under this Act.
(2)Each transferred co-operative under this clause is the same legal entity as it was before the commencement of this clause with the same name, rules and membership as it had immediately before that commencement.
(3)The committee of management of a transferred co-operative as constituted immediately before its deemed registration under this Act is deemed to be the board of directors of the co-operative referred to in section 206 of this Act and each member of that committee of management is deemed to be a director of the transferred co-operative even if he or she does not qualify to be a director of a co-operative under section 208 of this Act.
(4)A certificate of incorporation issued by the Commission under the provisions of the repealed Act as continuing in force for the purposes of this clause is, for the purposes of this Act, deemed to be a certificate of registration issued under this Act.
5—Co-operatives in process of formation before commencement
(1)If, before the commencement of this clause, the meeting referred to in clause 3 of Form 2 of the Co-operatives Regulations 1996 had been held and an application for the registration of a co-operative was duly made under the repealed Act but the co-operative had not been registered under that Act—
(a)the provisions of Division 1 of Part 3 of that Act continue to apply to the registration of the co-operative; and
(b)on the registration of the co-operative under those provisions, the co-operative is deemed to be a co-operative registered under this Act.
(2)Each transferred co-operative under this clause is the same legal entity as it was before its deemed registration under this Act with the same name, rules and membership as it had immediately before that deemed registration.
(3)The committee of management of a transferred co-operative as constituted immediately before its deemed registration under this Act is deemed to be the board of directors of the co-operative referred to in section 206 of this Act and each member of that committee of management is deemed to be a director of the transferred co-operative even if he or she does not qualify to be a director of a co-operative under section 208 of this Act.
(4)A certificate of incorporation issued by the Commission under the provisions of the repealed Act as continuing in force for the purposes of this clause is, for the purposes of this Act, deemed to be a certificate of registration issued under this Act.
6—Co-operatives in process of amalgamation before commencement
(1)If, before the commencement of this clause, 2 or more co-operatives registered under the repealed Act had passed special resolutions resolving to amalgamate the co-operatives and an application for their amalgamation was duly made under the repealed Act but the proposed co-operative had not been registered under that Act—
(a)the provisions of Division 2 of Part 3 of that Act continue to apply to the registration of the proposed co-operative; and
(b)on the registration of the co-operative formed by the amalgamation, the co-operative is deemed to be a co-operative registered under this Act.
(2)Each transferred co-operative under this clause is the same legal entity as it was before its deemed registration under this Act with the same name, rules and membership as it had immediately before that deemed registration.
(3)The committee of management of a transferred co-operative as constituted immediately before its deemed registration under this Act is deemed to be the board of directors of the co-operative referred to in section 206 of this Act and each member of that committee of management is deemed to be a director of the transferred co-operative even if he or she does not qualify to be a director of a co-operative under section 208 of this Act.
(4)A certificate of incorporation issued by the Commission under the provisions of the repealed Act as continuing in force for the purposes of this clause is, for the purposes of this Act, deemed to be a certificate of registration issued under this Act.
7—Rules of co-operative in process of alteration before commencement
(1)If, before the commencement of this clause, a co-operative registered under the repealed Act had passed a special resolution resolving to alter its rules and an application for the registration of the proposed alteration of the rules was duly made under the repealed Act but the alteration had not been registered under that Act—
(a)the provisions of Division 3 of Part 3 of that Act continue to apply to the registration of the alteration of the rules of the co-operative; and
(b)on the registration of the alteration of the rules of the co-operative under those provisions, the alteration is deemed to be an alteration registered under this Act.
(2)A certificate issued by the Commission under section 19(4) of the repealed Act as continuing in force for the purposes of this clause is, for the purposes of this Act, deemed to be a certificate issued under section 110 of this Act.
8—Rules of transferred co-operative to conform with Act
(1)The rules of a transferred co-operative have effect subject to this Act and the regulations.
(2)A transferred co-operative must bring its rules into conformity with this Act and the regulations—
(a)within 2 years after the commencement of this Act; or
(b)within such further period as may be approved by the Commission in respect of that co-operative.
9—Modification of certain rules of transferred co-operative
(1)This clause applies if, in the opinion of the Commission, the rules of a transferred co-operative should be altered to achieve conformity with any requirement of this Act.
(2)The Commission may, by instrument in writing served on a transferred co-operative, require the co-operative within a period specified in the instrument to alter its rules—
(a)in a manner specified in the instrument; or
(b)in a manner approved by the Commission.
(3)If, within the period specified in the instrument, the co-operative fails to alter its rules as required by the instrument, the Commission may, by notation on the registered copy of the rules, alter the rules of the co-operative.
(4)The Commission must give written notice to a co-operative of any alteration of its rules made by the Commission under this clause.
(5)Any alteration made by the Commission to the rules of a transferred co-operative under this clause is as valid and effectual as if it were an alteration made and registered under Part 5 of this Act.
10—Rules of transferred co-operative to contain active membership provisions
The board of directors of a transferred co-operative must comply with Division 2 of Part 6 of this Act—
(a)within 2 years of the commencement of this Act; or
(b)within any further period approved by the Commission in respect of that co-operative.
11—Qualifications for membership of transferred co-operative
Section 62 of this Act does not apply in relation to a person who applies for membership of a transferred co-operative after the commencement of this Act if the rules of the co-operative do not contain active membership provisions.
12—Name of transferred co-operative to comply with this Act
If the name of a transferred co-operative does not comply with the requirements of this Act the co-operative must, within 12 months of the commencement of this Act, change the name of the co-operative to a name that complies with the requirements of this Act.
13—Transferred co-operative carrying on business with too few members
A transferred co-operative that has less than the minimum number of members required by this Act must, within 12 months of the commencement of this Act, increase its membership to the minimum number required by this Act.
14—Saving of voting rights of members of transferred co-operative
Despite any other provision of this Act, if on the commencement of this clause the rules of a transferred co-operative do not comply with section 175(2) of this Act, those rules are valid until the second anniversary of that commencement.
15—Inactive members of transferred co-operative entitled to vote if rules do not contain active membership provisions
Despite section 179 of this Act, a member of a transferred co-operative who is not an active member of the co-operative is entitled to vote if the rules of the co-operative do not contain active membership provisions.
16—Extension of time for holding of AGM by transferred co-operative
If under section 9 of the repealed Act the Commission extended the time prescribed by that Act for the holding of an annual general meeting by a co-operative that is a transferred co-operative, that extension of time is deemed to be an extension of time allowed by the Commission under section 199(2)(b) of this Act.
17—Inactive members of transferred co-operative entitled to be requisitioning members if rules do not contain active membership provisions
Despite section 204(2) of this Act, a member of a transferred co-operative who is not an active member of the co-operative is entitled to be a requisitioning member if the rules of the co-operative do not contain active membership provisions.
18—Transferred co-operative to remove disqualified persons from board of directors
If a director of a transferred co-operative is not qualified to be a director of a co-operative under this Act, the transferred co-operative must, within 12 months of the commencement of this Act, remove the director from office and appoint a qualified person to fill the vacancy until the next annual general meeting.
19—Prospectuses issued by transferred co-operative before commencement in relation to issue of debentures to non-members etc
(1)This clause applies in relation to an issue of debentures by a transferred co-operative to persons other than persons referred to in section 258(4) of this Act.
(2)A prospectus issued by a transferred co-operative under section 31(1)(a) of the repealed Act before the commencement of this Act is deemed to be a prospectus issued under section 258 of this Act.
20—Prospectuses issued by transferred co-operative before commencement in relation to issue of debentures to members
(1)This clause applies in relation to an issue of debentures by a transferred co-operative to persons referred to in section 259(1) of this Act.
(2)A prospectus issued by a transferred co-operative under section 31(1)(a) of the repealed Act before the commencement of this Act is deemed to be an approved disclosure statement under section 259 of this Act.
21—Prospectuses issued by transferred co-operative before commencement in relation to issue of shares to members
(1)This clause applies in relation to an issue of shares to members of a transferred co-operative.
(2)A prospectus issued by a transferred co-operative under section 31(1)(a) of the repealed Act before the commencement of this Act is deemed to be a disclosure statement under section 144 of this Act.
22—Charges registered under repealed Act
A charge on property of a transferred co-operative registered under section 31(1)(b) of the repealed Act is deemed to be a charge registered under Schedule 3 of this Act and, for the purposes of the provisions of this Act relating to the priority of charges, the charge is deemed to have been registered under this Act at the time of registration under the repealed Act.
23—Application for exemption before commencement—qualifications of auditors
An application for an exemption under section 50(3) of the repealed Act duly made by a transferred co-operative under the repealed Act but not determined before the commencement of this clause is deemed to be an application for an exemption under section 234 of this Act.
24—Existing accounts provisions to apply to transferred co-operatives
Despite anything to the contrary in this Act or the regulations, Part 5 of the repealed Act continues to apply to a transferred co-operative in respect of the financial year of that co-operative next following the commencement of this clause if that financial year ends on or before the prescribed date.
25—Notice to be given of relevant interest in voting rights of member of transferred co-operative
If—
(a)on the commencement of this clause a person has a relevant interest in the right to vote of a member of a transferred co-operative; and
(b)the person became aware of that interest before that commencement,
the person must give notice of that interest to the co-operative within 6 months of that commencement.
Maximum penalty: $2 000.
26—Notice to be given of substantial share interest in transferred co-operative
(1)If—
(a)a person has a substantial share interest in a transferred co-operative on the commencement of this clause; and
(b)the person became aware of that interest before that commencement,
the person must give notice of that interest to the co-operative within 6 months of that commencement.
Maximum penalty: $2 000.
(2)For the purposes of this clause, a person has a substantial share interest in a co-operative if the nominal value of the shares in the co-operative in which the person has a relevant interest represents 5 per cent or more of the nominal value of the issued share capital of the co-operative.
27—Maximum permissible level of share interest in transferred co-operative
(1)If, on the commencement of this clause, a person has a relevant interest in shares of a transferred co-operative beyond the maximum permissible level prescribed by section 275(1) of this Act the person must, within 12 months of that commencement, reduce his or her interest to the maximum permissible level.
(2)Section 275(4) of this Act does not apply in relation to a transferred co-operative while the co-operative has less than the minimum number of members allowed by section 69 of this Act.
28—Unlisted companies to provide list of shareholders etc to transferred co‑operatives
A company to which section 281 of this Act applies must, within 6 months of the commencement of this clause, give to a transferred co-operative of which the company is a member the list referred to in that section.
29—Registered office of transferred co-operative
The registered office of a transferred co-operative last notified to the Commission under the repealed Act is deemed to be the registered office of the transferred co-operative for the purposes of this Act.
30—Investigation into affairs of transferred co-operative
If, before the commencement of this clause, a special investigation under Part 7 of the Companies (South Australia) Code had commenced in respect of a transferred co-operative, that Part continues to apply in relation to that investigation.
31—Winding up of transferred co-operative
(1)If, before the commencement of this clause, a transferred co-operative had commenced to be wound up under the provisions of Division 3 of Part 6 of the repealed Act, the proceedings for the winding up of the co-operative may be continued and completed under those provisions as if this Act had not been enacted.
(2)A co-operative mentioned in subclause (1) whose registration has been cancelled is taken to be a deregistered co-operative.
(3)A provision of the Corporations Law dealing with a matter arising out of the repeal of Division 8 of Part 5.6 of the Corporations Law is adopted by this clause and applies for the purposes of the application of the Corporations Act under Division 3 of Part 12 of this Act.
(4)A co-operative that is being or has been dissolved under the repealed Division 8 of Part 5.6 of the Corporations Law is taken to be a co-operative that is being or has been deregistered under this Act.
32—Arrangement for transferred co-operative
An application for approval of a proposed arrangement duly made by a transferred co-operative under Part VIII of the Companies (South Australia) Code before the commencement of this clause is deemed to be an application for approval of an arrangement under section 334 of this Act.
33—Receivers and managers of transferred co-operative
If, immediately before the commencement of this clause, there was a receiver or manager of a transferred co-operative, Division 1 of Part 6 of the repealed Act continues to apply in relation to the transferred co-operative and the appointment of the receiver or manager, despite the enactment of this Act.
34—Documents
A certificate or other document, relating to a transferred co-operative, issued or registered by, filed or lodged with, or given to, the Commission under the repealed Act has effect as if it were a certificate or other document issued or registered by, filed or lodged with, or given to, the Commission under this Act.
35—Proceedings under the repealed Act in relation to transferred co‑operatives
The Commission may institute proceedings under the repealed Act for—
(a)an offence against the repealed Act committed before the commencement of this Act; or
(b)an offence against a provision of the repealed Act continued in operation by or under this Act.
36—Superseded references
(1)A reference in any other Act, statutory instrument or document of any kind to the Co-operatives Act 1983 is deemed to be a reference to this Act.
(2)A reference in any other Act, statutory instrument or document of any kind to a co-operative within the meaning of the Co-operatives Act 1983 is deemed to be a reference to a co-operative registered under this Act.
Legislative history
Notes
•This version is comprised of the following:
Part 1 30.1.2012 Part 2 1.7.2003 (Reprint No 3) Part 3 30.1.2012 Part 4 4.9.2006 Part 5 1.7.2003 (Reprint No 3) Part 6 1.7.2003 (Reprint No 3) Part 7 1.6.2007 Part 8 1.7.2003 (Reprint No 3) Part 9 30.1.2012 Part 10 1.6.2007 Part 11 1.7.2003 (Reprint No 3) Part 12 4.9.2006 Part 13 4.9.2006 Part 14 1.7.2003 (Reprint No 3) Part 15 1.7.2003 (Reprint No 3) Part 16 1.7.2003 (Reprint No 3) Part 17 1.7.2003 (Reprint No 3) Part 18 1.7.2003 (Reprint No 3) Schedules 16.6.2011 •Please note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.
•Earlier versions of this Act (historical versions) are listed at the end of the legislative history.
•For further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or of Act
The Co-operatives Act 1997 was repealed by s 24 of the Co-operatives National Law (South Australia) Act 2013 on 22.5.2015.
Legislation repealed by principal Act
The Co-operatives Act 1997 repealed the following:
Co-operatives Act 1983
Legislation amended by principal Act
The Co-operatives Act 1997 amended the following:
Security and Investigation Agents Act 1995
Principal Act and amendments
Year No Title Assent Commencement 1997 61 Co-operatives Act 1997 7.8.1997 1.12.1997 (Gazette 20.11.1997 p1326) 1999 33 Financial Sector Reform (South Australia) Act 1999 17.6.1999 Sch (item 13)—1.7.1999 being the date specified under s 3(16) of the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 of the Commonwealth as the transfer date for the purposes of that Act: s 2(2) 2001 23 Statutes Amendment (Corporations) Act 2001 14.6.2001 Pt 10 (ss 31—68)—15.7.2001 being the day on which the Corporations Act 2001 of the Commonwealth came into operation: Commonwealth of Australia Gazette No. S 285, 13 July 2001 (Gazette 21.6.2001 p2270) 2002 25 Co-operatives (Miscellaneous) Amendment Act 2002 31.10.2002 1.7.2003 (Gazette 19.6.2003 p2598) 2002 34 Statutes Amendment (Corporations—Financial Services Reform) Act 2002 28.11.2002 Pt 6 (ss 15 & 16)—1.8.2003 (Gazette 10.7.2003 p2913) 2006 17 Statutes Amendment (New Rules of Civil Procedure) Act 2006 6.7.2006 Pt 19 (ss 65—78)—4.9.2006 (Gazette 17.8.2006 p2831) 2006 43 Statutes Amendment (Domestic Partners) Act 2006 14.12.2006 Pt 18 (ss 56—59)—1.6.2007 (Gazette 26.4.2007 p1352) 2006 44 Statutes Amendment (Justice Portfolio) Act 2006 14.12.2006 Pt 8 (s 12)—18.1.2007 (Gazette 18.1.2007 p234) 2011 11 Statutes Amendment (Personal Property Securities) Act 2011 14.4.2011 Pt 5 (s 22)—16.6.2011 (Gazette 16.6.2011 p2610); ss 19—21—30.1.2012 (Gazette 15.12.2011 p4988) Provisions amended
Entries that relate to provisions that have been deleted appear in italics.
Provision How varied Commencement Long title amended under Legislation Revision and Publication Act 2002 1.7.2003 Pt 1 Pt 1 Div 1 s 2 omitted under Legislation Revision and Publication Act 2002 1.7.2003 Pt 1 Div 2 s 4 s 4(1) accounting records deleted by 25/2002 s 3(a) 1.7.2003 accounts deleted by 25/2002 s 3(a) 1.7.2003 Corporations Act inserted by 23/2001 s 31(a) 15.7.2001 deed of arrangement substituted by 23/2001 s 31(b) 15.7.2001 deregistration inserted by 25/2002 s 3(b) 1.7.2003 domestic partner inserted by 43/2006 s 56(1) 1.6.2007 financial records inserted by 25/2002 s 3(c) 1.7.2003 financial statements inserted by 25/2002 s 3(c) 1.7.2003 foreign co-operative (b) deleted by 33/1999 Sch (item 13(a)) 1.7.1999 amended by 23/2001 s 31(c) 15.7.2001 officer amended by 23/2001 s 31(d) 15.7.2001 records amended by 25/2002 s 3(d) 1.7.2003 secretary inserted by 25/2002 s 3(e) 1.7.2003 spouse inserted by 43/2006 s 56(2) 1.6.2007 subsidiary amended by 23/2001 s 31(e) 15.7.2001 s 4(3) and (4) inserted by 23/2001 s 31(f) 15.7.2001 Pt 1 Div 4 substituted by 23/2001 s 32 15.7.2001 s 9 s 9(2) amended by 34/2002 s 15(a) 1.8.2003 amended by 44/2006 s 12 18.1.2007 (g) deleted by 11/2011 s 19(1) 30.1.2012 (m) deleted by 11/2011 s 19(2) 30.1.2012 s 9(3) amended by 34/2002 s 15(b) 1.8.2003 s 11 s 11(1) amended by 25/2002 s 4 1.7.2003 Pt 2 s 14 s 14(2) substituted by 25/2002 s 5(a) 1.7.2003 s 14(3) amended by 25/2002 s 5(b) 1.7.2003 s 15 s 15(1) substituted by 25/2002 s 6(a) 1.7.2003 s 15(3) amended by 25/2002 s 6(b) 1.7.2003 s 16 s 16(3) amended by 25/2002 s 7 1.7.2003 s 17 s 17(4) amended by 25/2002 s 8(a) 1.7.2003 s 17(5a) inserted by 25/2002 s 8(b) 1.7.2003 s 19 s 19(1) amended by 25/2002 s 9 1.7.2003 s 22 amended by 23/2001 s 33 15.7.2001 Pt 3 s 46 s 46(2) substituted by 11/2011 s 20 30.1.2012 Pt 4 s 65 s 65(4) amended by 23/2001 s 34 15.7.2001 s 67 s 67(1) amended by 25/2002 s 10 1.7.2003 s 69 s 69(3) amended by 25/2002 s 11 1.7.2003 s 72 s 72(2) substituted by 25/2002 s 12 1.7.2003 s 73 s 73(1a) inserted by 25/2002 s 13 1.7.2003 s 77 s 77(1) substituted by 25/2002 s 14(a) 1.7.2003 s 77(1a) and (1b) inserted by 25/2002 s 14(a) 1.7.2003 s 77(4) deleted by 25/2002 s 14(b) 1.7.2003 s 88 amended by 23/2001 s 35 15.7.2001 s 92 amended by 17/2006 s 65 4.9.2006 s 94 s 94(1) amended by 17/2006 s 66 4.9.2006 s 95 s 95(1) amended by 17/2006 s 67(1) 4.9.2006 s 95(2) amended by 17/2006 s 67(2) 4.9.2006 s 96 s 96(1) amended by 17/2006 s 68(1) 4.9.2006 s 96(4) amended by 17/2006 s 68(2) 4.9.2006 s 97 s 97(1) amended by 17/2006 s 69(1) 4.9.2006 s 97(2) amended by 17/2006 s 69(2) 4.9.2006 s 98 amended by 17/2006 s 70 4.9.2006 s 99 s 99(1) amended by 17/2006 s 71 4.9.2006 s 100 amended by 17/2006 s 72 4.9.2006 Pt 6 s 130 amended by 23/2001 s 36 15.7.2001 s 134 s 134(1) amended by 25/2002 s 15 1.7.2003 s 134(4) substituted by 23/2001 s 37 15.7.2001 s 135 s 135(1) amended by 25/2002 s 16 1.7.2003 s 136 amended by 25/2002 s 17 1.7.2003 Pt 7 s 144 substituted by 25/2002 s 18 1.7.2003 ss 144A and 144B inserted by 25/2002 s 18 1.7.2003 s 145A inserted by 25/2002 s 19 1.7.2003 s 150 s 150(7) inserted by 25/2002 s 20 1.7.2003 s 153 amended by 43/2006 s 57 1.6.2007 s 171 s 171(4a) inserted by 25/2002 s 21 1.7.2003 Pt 8 heading substituted by 25/2002 s 22 1.7.2003 Pt 8 Div 1 s 174 substituted by 25/2002 s 23 1.7.2003 s 180A inserted by 25/2002 s 24 1.7.2003 Pt 8 Div 2A inserted by 25/2002 s 25 1.7.2003 Pt 8 Div 4 s 199 s 199(1) amended by 25/2002 s 26 1.7.2003 s 205 s 205(1) amended by 25/2002 s 27 1.7.2003 Pt 9 Pt 9 Div 1 s 208 s 208(2) substituted by 25/2002 s 28 1.7.2003 s 208(3)—(5) inserted by 25/2002 s 28 1.7.2003 s 209 s 209(1) amended by 23/2001 s 38(a) 15.7.2001 amended by 25/2002 s 29 1.7.2003 amended by 17/2006 s 73(1) 4.9.2006 s 209(2) amended by 23/2001 s 38(b) 15.7.2001 amended by 17/2006 s 73(2) 4.9.2006 s 209(4) amended by 17/2006 s 73(3) 4.9.2006 s 209(5) amended by 17/2006 s 73(4) 4.9.2006 s 209(6) amended by 17/2006 s 73(5) 4.9.2006 s 209(7) amended by 17/2006 s 73(6) 4.9.2006 s 209(8) substituted by 23/2001 s 38(c) 15.7.2001 s 210 s 210(4a) inserted by 25/2002 s 30 1.7.2003 s 211 s 211(6) amended by 25/2002 s 31 1.7.2003 Pt 9 Div 1A inserted by 25/2002 s 32 1.7.2003 Pt 9 Div 2 s 215 officer amended by 23/2001 s 39 15.7.2001 s 223 substituted by 23/2001 s 40 15.7.2001 amended by 25/2002 s 33 1.7.2003 Pt 9 Div 2A inserted by 25/2002 s 34 1.7.2003 Pt 9 Div 3 s 226 s 226(1) associate amended by 43/2006 s 58 1.6.2007 Pt 9 Div 5 heading substituted by 25/2002 s 35 1.7.2003 s 233 s 233(1) substituted by 25/2002 s 36(a) 1.7.2003 s 233(2) amended by 23/2001 s 41(a) 15.7.2001 amended by 25/2002 s 36(b)—(f) 1.7.2003 s 233(3) substituted by 23/2001 s 41(b) 15.7.2001 s 235 deleted by 23/2001 s 42 15.7.2001 s 237 s 237(1) amended by 25/2002 s 37 1.7.2003 Pt 9 Div 6 s 239 s 239(1) amended by 11/2011 s 21 30.1.2012 s 244 s 244(1) substituted by 25/2002 s 38 1.7.2003 Pt 9 Div 7 s 247 s 247(5) amended by 33/1999 Sch (item 13(b)) 1.7.1999 s 250A inserted by 25/2002 s 39 1.7.2003 Pt 10 Pt 10 Div 1 s 254 amended by 25/2002 s 40 1.7.2003 s 257 s 257(3) substituted by 23/2001 s 43 15.7.2001 s 258 substituted by 23/2001 s 44 15.7.2001 s 258(1) amended by 34/2002 s 16 1.8.2003 s 258(5) inserted by 25/2002 s 41 1.7.2003 s 258A inserted by 25/2002 s 42 1.7.2003 s 261 substituted by 23/2001 s 45 15.7.2001 amended by 25/2002 s 43 1.7.2003 Pt 10 Div 2 may be repealed by proclamation: Sch 3 cl 55 Pt 10 Div 4 s 268 s 268(1) amended by 25/2002 s 44 1.7.2003 Pt 10 Div 5 s 270 s 270(1) amended by 23/2001 s 46 15.7.2001 amended by 43/2006 s 59 1.6.2007 Pt 11 s 275 s 275(2) amended by 25/2002 s 45(a) 1.7.2003 s 275(6) inserted by 25/2002 s 45(b) 1.7.2003 s 281 s 281(1) substituted by 23/2001 s 47(a) 15.7.2001 s 281(2) amended by 23/2001 s 47(b), (c) 15.7.2001 s 285 s 285(1) amended by 23/2001 s 48 15.7.2001 s 289 s 289(1) amended by 23/2001 s 49(a) 15.7.2001 s 289(2) amended by 23/2001 s 49(b) 15.7.2001 s 289(9) substituted by 23/2001 s 49(c) 15.7.2001 s 290 amended by 23/2001 s 50 15.7.2001 Pt 12 Pt 12 Div 2 s 301 amended by 23/2001 s 51 15.7.2001 s 302 s 302(1) amended by 25/2002 s 46 1.7.2003 s 305 s 305(1) amended by 25/2002 s 47 1.7.2003 s 306A inserted by 25/2002 s 48 1.7.2003 s 308 s 308(1) amended by 23/2001 s 52 15.7.2001 Pt 12 Div 3 s 309 s 309(2) amended by 23/2001 s 53 15.7.2001 s 310 s 310(4) amended by 23/2001 s 54 15.7.2001 s 310(4a) and (4b) inserted by 25/2002 s 49(a) 1.7.2003 s 310(6) substituted by 25/2002 s 49(b) 1.7.2003 s 310(6a) inserted by 25/2002 s 49(b) 1.7.2003 s 310A inserted by 25/2002 s 50 1.7.2003 s 311 substituted by 23/2001 s 55 15.7.2001 amended by 25/2002 s 51 1.7.2003 s 315 amended by 23/2001 s 56 15.7.2001 Pt 12 Div 4 substituted by 23/2001 s 57 15.7.2001 Pt 12 Div 5 s 325 s 325(1) amended by 17/2006 s 74(1) 4.9.2006 s 325(2) amended by 17/2006 s 74(2) 4.9.2006 Pt 12 Div 7 s 332 deleted by 23/2001 s 58 15.7.2001 s 333 substituted by 23/2001 s 59 15.7.2001 amended by 25/2002 s 52 1.7.2003 Pt 13 s 338 s 338(1) amended by 17/2006 s 75 4.9.2006 s 339 s 339(2) substituted by 23/2001 s 60 15.7.2001 s 342 s 342(1) amended by 17/2006 s 76 4.9.2006 s 347 s 347(2) amended by 23/2001 s 61 15.7.2001 s 347(3) amended by 25/2002 s 53 1.7.2003 s 354 s 354(1) amended by 33/1999 Sch (item 13(c)) 1.7.1999 s 354(3) substituted by 23/2001 s 62 15.7.2001 s 354(4) deleted by 23/2001 s 62 15.7.2001 s 358 substituted by 23/2001 s 63 15.7.2001 Pt 14 s 363 s 363(1) amended by 33/1999 Sch (item 13(d)) 1.7.1999 s 370 amended by 25/2002 s 54 1.7.2003 s 376 s 376(1) amended by 25/2002 s 55(a) 1.7.2003 s 376(2) amended by 25/2002 s 55(b) 1.7.2003 s 376(3) amended by 25/2002 s 55(c) 1.7.2003 s 376(4) inserted by 25/2002 s 55(d) 1.7.2003 Pt 15 s 384 amended by 25/2002 s 56 1.7.2003 s 396 s 396(3) amended by 23/2001 s 64 15.7.2001 s 402 s 402(2) amended by 23/2001 s 65 15.7.2001 Pt 16 s 426 s 426(2) amended by 25/2002 s 57 1.7.2003 s 432 s 432(2) amended by 25/2002 s 58 1.7.2003 Pt 17 s 443 s 443(4) amended by 25/2002 s 59 1.7.2003 Pt 18 s 449 s 449(1) substituted by 25/2002 s 60(a) 1.7.2003 s 449(2) amended by 25/2002 s 60(b) 1.7.2003 s 450 s 450(3) amended by 25/2002 s 61 1.7.2003 Pt 19 omitted under Legislation Revision and Publication Act 2002 1.7.2003 Sch 2 cl 16 amended by 23/2001 s 66 15.7.2001 Sch 3 may be repealed by proclamation: Sch 3 cl 55 Sch 3 Pt 1 cl 1 marketable security amended by 23/2001 s 67(a) 15.7.2001 PPS Act inserted by 11/2011 s 22(1) 16.6.2011 registration commencement time inserted by 11/2011 s 22(2) 16.6.2011 Sch 3 Pt 2 cl 26 relevant day amended by 23/2001 s 67(b) 15.7.2001 cl 27 cl 27(1) amended by 23/2001 s 67(c) 15.7.2001 cl 28 cl 28(1) amended by 23/2001 s 67(d) 15.7.2001 cl 31 cl 31(1) amended by 23/2001 s 67(e) 15.7.2001 cl 33 cl 33(1) amended by 17/2006 s 77(1) 4.9.2006 cl 34 amended by 17/2006 s 77(2) 4.9.2006 Sch 3 Pt 4 inserted by 11/2011 s 22(3) 16.6.2011 Sch 3 Pt 5 inserted by 11/2011 s 22(3) 16.6.2011 Sch 4 cl 1 administrator substituted by 23/2001 s 68(a) 15.7.2001 cl 3 cl 3(1) amended by 23/2001 s 68(b) 15.7.2001 cl 11 cl 11(1) amended by 33/1999 Sch (item 13(e)) 1.7.1999 amended by 25/2002 s 62 1.7.2003 cl 13 cl 13(3) amended by 17/2006 s 78(1) 4.9.2006 cl 24 cl 24(2) amended by 23/2001 s 68(c), (d) 15.7.2001 cl 24(3) amended by 23/2001 s 68(e) 15.7.2001 cl 24(7) amended by 23/2001 s 68(f) 15.7.2001 cl 27 cl 27(5) amended by 17/2006 s 78(2) 4.9.2006 Sch 5 cl 31 s 31(1) cl 31 redesignated as cl 31(1) by 25/2002 s 63 1.7.2003 cl 31(2)—(4) inserted by 25/2002 s 63 1.7.2003 Historical versions
Reprint No 1—1.7.1999 Reprint No 2—15.7.2001 Reprint No 3—1.7.2003 Reprint No 4—1.8.2003 4.9.2006 18.1.2007 1.6.2007 16.6.2011
0
0
0