Co-operatives Act (NT)

NORTHERN TERRITORY OF AUSTRALIA

CO-OPERATIVES ACT

As in force at 9 September 2014

Table of provisions

Part 1Preliminary

Division 1Introductory

1. Short title  1

2. Commencement  1

3. Objects  1

Division 2Interpretation

1. Interpretation  2

2. Qualified privilege  6

Division 3Co-operative principles

1. Co-operative principles  6

2. Interpretation to promote co-operative principles  7

Division 4Application of Corporations Act 2001 to co-operatives

1. Definitions  7

2. Exclusion of operation of Corporations Act 2001  8

3. Application of excluded Corporations legislation provisions by the Regulations          10

4. Modifications to applied provisions  11

Part 2Formation

Division 1Types of Co-operatives

1. Types of co-operatives  11

2. Trading co-operatives  12

3. Non-trading co-operatives  12

Division 2Formation meeting

1. Formation meeting  12

Division 3Approval of disclosure statement and rules

1. Approval of disclosure statement  14

2. Approval of rules  15

Division 4Registration of proposed co-operative

1. Application for registration of proposed co-operative  16

2. Registration of co-operative  17

3. Incorporation and certificate of registration  17

Division 5Registration of an existing body corporate

1. Existing body corporate can be registered  17

2. Formation meeting  18

3. Application for registration  18

4. Requirements for registration  19

5. Certificate of registration  20

6. Effect of registration  20

Division 6Conversion of co-operative

1. Conversion of co-operative  20

Division 7Appeals

1. Appeal against refusal to approve disclosure statement  21

2. Appeal against refusal to approve draft rules  21

3. Appeal against refusal to register  21

4. Registrar to comply with Tribunal determination  21

Division 8General

1. Stamp duty exemption for certain co-operatives  21

2. Acceptance of money by proposed co-operative  22

3. Issue of duplicate certificate  22

Part 3Legal capacity and powers

Division 1General powers

1. Effect of incorporation  22

2. Power to form companies and enter into joint ventures  23

Division 2Doctrine of ultra vires abolished

1. Interpretation  23

2. Doctrine of ultra vires abolished  23

3. Legal capacity  24

4. Restrictions on co-operatives in rules  24

5. Results of contravention of restriction in rules  25

Division 3Persons having dealings with co-operatives

1. Assumptions entitled to be made  26

2. Assumptions  26

3. Person who knows or ought to know is not entitled to make assumptions     27

4. Lodgment of documents not to constitute constructive knowledge              27

5. Effect of fraud  28

Division 4Authentication and execution of documents and confirmation of contracts

1. Common seal  28

2. Official seal  28

3. Authentication need not be under seal  28

4. Co-operative may authorise person to execute deed  29

5. Execution under seal  29

6. Contractual formalities  29

7. Other requirements as to consent or sanction not affected  30

8. Transitional  30

Division 5Pre-registration contracts

1. Contracts before registration  30

2. Person may be released from liability but is not entitled to indemnity         31

3. This Division replaces other rights and liabilities  31

Part 4Membership

Division 1General

1. Becoming a member  32

2. Members of associations  32

3. Members of federations  33

4. Qualification for membership  33

5. Membership may be joint  33

6. Members under 18 years of age  33

7. Representatives of bodies corporate  34

8. Notification of shareholders and shareholdings  34

9. Circumstances in which membership ceases – all co-operatives                   35

10. Additional circumstances in which membership ceases – co-operatives with share capital      35

11. Carrying on business with too few members  36

Division 2Rights and liabilities of members

1. Rights of membership not exercisable until registered, &c.  36

2. Liability of members to co-operative  37

3. Co-operative to provide information to person intending to become a member  37

4. Entry fees and regular subscriptions  38

5. Members, &c., may be required to deal with co-operative  38

6. Fines payable by members  39

7. Charge and set-off of co-operative  39

8. Repayment of shares on expulsion  40

Division 3Death of member

1. Meaning of interest  40

2. Transfer of share or interest on death of member  41

3. Transfer of small shareholdings and interests on death  41

4. Value of shares and interests  41

5. Co-operative protected  42

Division 4Disputes involving members

1. Grievance procedure  42

2. Application to Supreme Court  42

Division 5Oppressive conduct of affairs

1. Interpretation  43

2. Application of Division  43

3. Who may apply for Court order  43

4. Orders that Supreme Court may make  44

5. Basis on which Supreme Court makes orders  45

6. Winding up need not be ordered if oppressed members prejudiced              45

7. Application of winding up provisions  45

8. Changes to rules  45

9. Copy of order to be lodged with Registrar  46

Division 6Proceedings on behalf of a co-operative by members and others

1. Bringing, or intervening in, proceedings on behalf of  co-operative            46

2. Applying for and granting leave  46

3. Substitution of another person for person granted leave  47

4. Effect of ratification by members  48

5. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 48

6. General powers of Supreme Court  48

7. Power of Supreme Court to make costs order  49

Part 5Rules

1. Effect of rules  49

2. Content of rules  49

3. Purchase and inspection of copy of rules  50

4. False copies of rules  50

5. Model rules  50

6. Rules can only be altered in accordance with this Act  51

7. Approval of alteration of rules  51

8. Alteration by special resolution  52

9. Alteration by resolution of board  52

10. Alteration does not take effect until registered  52

11. Appeal against refusal to approve alteration  53

12. Appeal against refusal to register alteration  53

13. Registrar to comply with tribunal determination  53

Part 6Active membership

Division 1Definitions

1. Primary activity – meaning  53

2. What is active membership  53

3. What are active membership provisions and resolutions  54

Division 2Rules to contain active membership provisions

1. Number of primary activities required  54

2. Rules to contain active membership provisions  54

3. Factors and considerations for determining primary activities, &c.              54

4. Active membership provisions – trading co-operatives  55

5. Regular subscription – active membership of non-trading co-operative       56

Division 3Active membership resolutions

1. Notice of meeting  56

2. Eligibility to vote on active membership resolution  56

3. Eligibility of directors to vote on proposal at board meeting  57

4. Other entitlements of members not affected  57

Division 4Cancellation of membership of inactive members

1. Cancellation of membership of inactive member  57

2. Share to be forfeited if membership cancelled  58

3. Failure to cancel membership – offence by director  58

4. Deferral of forfeiture by board  58

5. Cancellation of membership prohibited in certain circumstances                 59

6. Notice of intention to cancel membership  59

7. Order of Supreme Court against cancellation  59

8. Repayment of amounts due in respect of cancelled membership                  60

9. Interest on deposits and debentures  61

10. Repayment of deposits and debentures  62

11. Register of cancelled memberships  62

Division 5Entitlements of former members of trading co-operatives

1. Application of Division  62

2. Former shareholders to be regarded as shareholders for certain purposes     62

3. Entitlements of former shareholders on mergers, &c.  63

4. Set-off of amounts repaid, &c., on forfeited shares  64

5. Entitlement to distribution from reserves  65

6. Registrar may exempt co-operatives from provisions  65

Part 7Shares

Division 1Nature of share

1. Nature of share in co-operative  65

Division 2Disclosure

1. Disclosure to members  66

Division 3Issue of shares

1. Shares – general  66

2. Minimum paid up amount  66

3. Shares not to be issued at discount  67

4. Issue of shares at premium  67

5. Joint ownership of shares  67

6. Members may be required to take up additional shares  68

7. Bonus share issues  69

8. Restrictions on bonus shares  69

9. Notice in respect of bonus shares  69

Division 4Beneficial and non-beneficial interest in shares

1. Notice of non-beneficial ownership at time of transfer  70

2. Notice of non-beneficial ownership not notified at time of transfer             71

3. Registration as beneficial owner of shares notified as non-beneficially transferred      71

4. Notification of change in nature of shareholding  72

5. Presumption of awareness  73

6. Presumption that shares held non-beneficially  73

7. Noting of beneficial and non-beneficial interests in register of members     73

8. Registration as trustee, &c., on death of owner of shares  74

9. Registration as administrator of estate on incapacity of shareholder            74

10. Registration as Official Trustee in Bankruptcy  74

11. Liabilities of person registered as trustee or administrator  75

12. Notice of trusts in register of members  75

13. No notice of trust except as provided by this Division  75

Division 5Sale or transfer of shares

1. Sale or transfer of shares  75

2. Transfer on death of member  76

3. Restriction on total shareholding  76

4. Transfer not effective until registered  76

Division 6Repurchase of shares

1. Purchase and repayment of shares  76

2. Deposit or debentures in lieu of payment when share repurchased               77

3. Cancellation of shares  78

Part 8Voting

Division 1Voting entitlements

1. Application of Part  79

2. Voting  79

3. Voting by proxy  79

4. Restriction on voting entitlement under power of attorney  80

5. Restriction on voting by representatives of bodies corporate  80

6. Inactive members not entitled to vote  80

7. Control of right to vote  80

8. Effect of relevant share and voting interests on voting rights  81

9. Rights of representatives to vote  81

10. Other rights and duties of members not affected by ineligibility to vote      81

11. Vote of disentitled member to be disregarded  81

Division 2Resolutions

1. Decisions to be by ordinary resolution  81

2. Ordinary resolutions  82

3. Special resolutions  82

4. How majority obtained is ascertained  82

5. Disallowance by Registrar  83

6. Declaration of passing of special resolution  83

7. Effect of special resolution  83

8. Lodgment of special resolution  83

9. Decision of Registrar on application to register special resolution               84

Division 3Postal ballots

1. Postal ballots  85

2. Special postal ballots  85

3. When special postal ballot required  86

4. Holding of postal ballot on requisition  86

5. Expenses involved in postal ballots on requisition  87

Division 4Meetings

1. Annual general meetings  88

2. Special general meetings  88

3. Notice of meetings  88

4. Quorum at meetings  88

5. Decision at meetings  88

6. Convening of general meeting on requisition  89

7. Minutes  90

Part 9Management and administration of co-operatives

Division 1Board

1. Board of directors  90

2. Election of directors  91

3. Qualification of directors  92

4. Disqualified persons  92

5. Meeting of the board of directors  94

6. Transaction of business outside meetings  94

7. Deputy directors  95

8. Delegation by board  95

9. Removal from and vacation of office  95

Division 2Duties and liabilities of directors, officers and employees

1. Meaning of officer  96

2. Officers must act honestly  97

3. Standard of care and diligence required  97

4. Improper use of information or position  97

5. Court may order payment of compensation  98

6. Recovery of damages by co-operative  98

7. Other duties and liabilities not affected  98

8. Indemnification of officers and auditors  99

9. Application of Corporations Act 2001 to officers of co-operatives 100

Division 3Restrictions on directors and officers

1. Directors' remuneration  100

2. Certain financial accommodation to officers prohibited  100

3. Financial accommodation to directors and associates  101

4. Restriction on directors of certain co-operatives selling land to co-operative     103

5. Management contracts  103

Division 4Declaration of interests

1. Declaration of interest  104

2. Declarations to be recorded in minutes  105

3. Division does not affect other laws or rules  106

4. Certain interests need not be declared  106

Division 5Financial statements and audit

1. Requirements for financial records, statements and reports  106

2. Power of Registrar to grant exemptions  107

3. Disclosure by directors  108

4. Protection of auditors, &c.  108

5. Financial year  109

Division 6Registers, records and returns

1. Registers to be kept by co-operatives  109

2. Location of registers  110

3. Inspection of registers, &c.  110

4. Use of information on registers  111

5. Notice of appointment, &c., of directors and officers  112

6. Annual report  112

7. List of members to be furnished at request of Registrar  113

8. Special return to be furnished at request of Registrar  113

Division 7Name and registered office

1. Name to include certain matter  113

2. Use of abbreviations  114

3. Name to appear on business documents, &c.  114

4. Change of name of co-operative  115

5. Registered office of co-operative  116

Part 10Funds and property

Division 1Power to raise money

1. Meaning of obtaining financial accommodation  117

2. Fund raising to be in accordance with Act and Regulations  117

3. Limits on deposit taking  117

4. Members, &c., not required to see to application of money  117

5. Registrar's directions regarding fund raising  117

6. Subordinated debt  118

7. Application of Corporations Act 2001 to debentures 118

8. Disclosure statement  119

9. Approval of board for transfer of debentures  120

10. Application of Corporations Act 2001 to re-issue of redeemed debentures 120

11. Compulsory loan by member to co-operative  120

12. Interest payable on compulsory loan  121

Division 3Receivers and other controllers of property of co-operatives

1. Receivers and other controllers of property of co-operatives  122

Division 4Disposal of surplus from activities

1. Retention of surplus for benefit of co-operative  122

2. Application for charitable purposes or members' purposes  122

3. Distribution of surplus or reserves to members  123

4. Application of surplus to other persons  123

Division 5Acquisition and disposal of assets

1. Acquisition and disposal of assets  124

Part 11Restrictions on acquisition of interests in co-operatives

Division 1Restrictions on share and voting interests

1. Application of Part  125

2. Notice required to be given of voting interest  125

3. Notice required to be given of substantial share interest  125

4. Requirements for notices  126

5. Maximum permissible level of share interest  126

6. Shares to be forfeited to remedy contravention  127

7. Powers of board in response to suspected contravention  127

8. Powers of Supreme Court with respect to contravention  127

9. Co-operative to inform Registrar of interest over 20%  128

10. Co-operative to keep register  128

11. Unlisted companies to provide list of shareholders, &c.  129

12. Excess share interest not to affect loan liability  129

13. Extent of operation of Division  130

14. Registrar may grant exemption from Division  130

Division 2Restrictions on certain share offers

1. Share offers to which Division applies  130

2. Requirements to be satisfied before offer can be made  131

3. Some offers totally prohibited if they discriminate  131

4. Offers to be submitted to board first  131

5. Announcements of proposed takeovers concerning proposed company       132

6. Additional disclosure requirements for offers involving conversion to company          133

7. Consequences of prohibited offer  134

8. Registrar may grant exemptions  134

Part 12Merger, transfer of engagements, winding up

Division 1Mergers and transfers of engagements

1. Application of Division  134

2. Mergers and transfers of engagements of local co-operatives  134

3. Requirements before application can be made  134

4. Disclosure statement required  135

5. Making an application  136

6. Approval of merger  136

7. Approval of transfer of engagements  136

8. Transfer of engagements by direction of Registrar  137

Division 2Transfer of incorporation

1. Application for transfer  138

2. Requirements before application can be made  138

3. Meaning of new body and transfer  139

4. New body ceases to be registered as co-operative  139

5. Transfer not to impose greater liability, &c.  139

6. Effect of new certificate of registration  140

7. New body is continuation of co-operative  140

8. Stamp duty  140

Division 3Winding up

1. Methods of winding up  140

2. Winding up on Registrar's certificate  140

3. Application of Corporations Act 2001 to winding up 141

4. Restrictions on voluntary winding up  141

5. Commencement of members' voluntary winding up  142

6. Distribution of surplus – non-trading co-operatives  142

7. Liquidator – vacancy may be filled by Registrar  142

8. Review of liquidator's remuneration  142

9. Liability of member to contribute in winding up where shares forfeited, &c.    142

Division 4Administration of co-operative application of Corporations Act 2001

1. Application of Part 5.3A of Corporations Act 2001  143

Division 5Appointment of administrator

1. Appointment of administrator  144

2. Effect of appointment of administrator  144

3. Revocation of appointment  144

4. Expenses of administration  145

5. Liabilities arising from administration  146

6. Additional powers of Registrar  146

7. Stay of proceedings  147

8. Administrator to report to Registrar  147

Division 6Effect of merger, &c., on property, liabilities, &c.

1. How this Division applies to a merger  148

2. How this Division applies to transfer of engagements  148

3. How this Division applies to transfer of incorporation  148

4. Effect of merger &c., on property, liabilities, &c.  149

Division 7Miscellaneous

1. Grounds for winding up, transfer of engagements, appointment of administrator         150

2. Application of Part 57B of Corporations Act 2001  151

Part 13Arrangements and reconstructions

Division 1General requirements

1. Requirements for binding compromise or arrangement  152

2. Supreme Court ordered meeting of creditors  152

3. Registrar to be given notice and opportunity to make submissions               153

4. Results of 2 or more meetings  154

5. Persons disqualified from administering compromise, &c.  154

6. Adoption of provisions of Corporations Act 2001 and application to person appointed 155

7. Copy of order to be attached to rules  155

8. Directors to arrange for reports  155

9. Power of Supreme Court to restrain further proceedings  156

10. Supreme Court need not approve compromise or arrangement takeovers     156

Division 2Explanatory statements

1. Explanatory statement required to accompany notice of meeting, &c.         156

2. Requirements for explanatory statement  157

3. Contravention of Division – offence by co-operative  158

4. Provisions for facilitating reconstructions and mergers  158

Division 3Acquisition of shares of dissenting shareholders

1. Definitions  160

2. Schemes and contracts to which Division applies  160

3. Acquisition of shares pursuant to notice to dissenting shareholder               161

4. Restrictions when excluded shares exceed 10%  161

5. Remaining shareholders may require acquisition  162

6. Transfer of shares pursuant to compulsory acquisition  163

7. Disposal of consideration for shares compulsorily acquired  163

Division 4Miscellaneous

1. Notification of appointment of scheme manager  164

2. Power of Supreme Court to require reports  164

3. Effect of out-of-jurisdiction compromise or arrangement  165

4. Jurisdiction to be exercised in harmony with Corporations Act 2001 jurisdiction 165

5. Registrar may appear, &c.  165

Part 14Foreign co-operatives

Division 1Introductory

1. Definitions  166

2. Co-operatives law  166

Division 2Registration of foreign co-operatives

1. Operation of foreign co-operatives in Territory  166

2. What constitutes carrying on business  167

3. Application for registration of participating co-operative  167

4. Application for registration of non-participating co-operative  168

5. Registrar to approve rules of non-participating co-operative  169

6. Name of foreign co-operative  169

7. Registration of foreign co-operative  169

8. Application of Act and Regulations to foreign co-operatives  169

9. Registrar to be notified of certain changes  170

10. Balance sheets  170

11. Cessation of business  171

12. Co-operative proposing to register as foreign co-operative  171

Division 3Mergers and transfers of engagements

1. Who is appropriate Registrar  172

2. Authority for merger or transfer of engagements  172

3. Requirements before application can be made  172

4. Disclosure statement required  173

5. Making an application  174

6. Approval of merger  175

7. Approval of transfer of engagements  176

8. Effect of merger or transfer of engagements  176

9. Division applies instead of certain other provisions of this Act  178

Part 15Suspension and protection of co-operatives

Division 1Supervision and inspection

1. Definitions  179

2. Co-operative includes subsidiaries, foreign co-operatives and co-operative ventures    179

3. Appointment of inspectors  179

4. Registrar and investigators have functions of inspectors  180

5. Inspector's identity card  180

6. Inspectors may require certain persons to appear, answer questions and produce documents    180

1. Inspectors' powers of entry  181

2. Powers of inspectors on premises entered  181

3. Functions of inspectors in relation to relevant documents  182

4. Offence – failing to comply with requirements of inspector  182

5. Protection from incrimination  183

6. Search warrants  183

7. Copies or extracts of records to be admitted in evidence  184

8. Privilege  184

9. Police aid for inspectors  185

Division 2Inquiries

1. Definitions  185

2. Appointment of investigators  187

3. Powers of investigators  187

4. Examination of involved person  187

5. Privilege  188

6. Offences by involved person  189

7. Offences relating to documents  189

8. Record of examination  190

9. Report of investigator  190

10. Proceedings following inquiry  191

11. Admission of investigator's report as evidence  192

12. Costs of inquiry  192

Division 3Prevention of fraud, &c.

1. Falsification of records  193

2. Fraud or misappropriation  193

3. Offering or paying commission  193

4. Accepting commission  194

5. False statements in loan application, &c.  194

Division 4Miscellaneous powers of Registrar

1. Application for special meeting or inquiry  195

2. Holding of special meeting  195

3. Expenses of special meeting or inquiry  195

4. Power to hold special inquiry into co-operative  196

5. Special meeting following inquiry  196

6. Information and evidence  196

7. Extension or abridgment of time  196

8. Power of Registrar to intervene in proceedings  197

Part 16Administration of Act

Division 1Registrar

1. Appointment of Registrar  197

2. Registrar's functions  197

3. Deputy Registrar and other staff  197

4. Delegation by Registrar  198

5. Register of Co-operatives  198

6. Keeping of registers  198

7. Disposal of records by Registrar  198

8. Inspection of Register  199

9. Approvals by Registrar  199

10. Lodgment of documents  200

11. Method of lodgment  200

12. Power of Registrar to refuse to register or reject documents  200

Division 2Evidence

1. Certificate of registration  201

2. Certificate evidence  201

3. Orders published in Gazette  201

4. Records kept by co-operatives  202

5. Minutes  202

6. Official certificates  202

7. Registrar and proceedings  202

8. Rules  203

9. Registers  203

Part 17Offences and proceedings

1. Regulatory offences  203

2. Offences by officers of co-operatives  203

3. Notice to be given of finding of guilt for offence  204

4. Secrecy  204

5. False or misleading statements  206

6. Further offence for continuing failure to do required act  207

7. Civil remedies  207

8. Injunctions  208

9. Proceedings for offences, &c.  209

Part 18General

1. Exemption from stamp duty  209

2. Co-operative ceasing to exist  210

3. Service of documents on co-operative  210

4. Service on member of co-operative  210

5. Reciprocal arrangements  211

6. Translations of documents  211

7. Regulations  212

Part 19Repeals, savings and transitional

1. Repeals  212

2. Savings and transitional provisions  212

Schedule 1Matters for which rules must make provision

Schedule 2Relevant interests, associates, related bodies

Schedule 4Receivers, and other controllers, of property of co-operatives

Schedule 5Ordinances and Act repealed

Schedule 6Savings and transitional

ENDNOTES

NORTHERN TERRITORY OF AUSTRALIA

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As in force at 9 September 2014

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CO-OPERATIVES ACT

An Act to provide a legislative framework for the formation, registration and management of co-operatives that enables flexibility in the operation of co-operatives and promotes the development of co-operatives, and to repeal the Co-operative Societies Act and the Co-operative Trading Societies (Loans Guarantee) Act

Part 1Preliminary

Division 1Introductory

1. Short title

   This Act may be cited as the Co-operatives Act.

2. Commencement

   This Act comes into operation on the date or dates fixed by the Administrator by notice in the Gazette.

3. Objects

   The objects of this Act are to:

   (a)     enable the formation, registration and operation of co-operatives;

   (b)     promote co-operative philosophy, principles, practices and objectives;

   (c)     protect the interests of co-operatives, their members and the public in the operations and activities of co-operatives;

   (d)     ensure that the directors of co-operatives are accountable for their actions and decisions to the members of co-operatives;

   (e)     encourage and facilitate self-management by co-operatives at all levels; and

   (f)     encourage the development, integration and strengthening of co-operatives at local, regional, national and international levels by supporting and fostering Territory, State and National peak organisations and co-operative instrumentalities.

Division 2Interpretation

1. Interpretation

   (1)In this Act unless the contrary intention appears:

   agreement means an agreement, arrangement or understanding:

   (a)     whether formal or informal or partly formal and partly informal;

   (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.

   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.

   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 constituting a charge on property of the co-operative or not and includes a unit of a debenture but does not include:

   (a)     a cheque, order for the payment of money or bill of exchange;

   (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 2001 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.

   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.

   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;

   (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;

   (b)     a balance sheet;

   (c)     a statement of cash flows; and

   (d) if required by the accounting standards under the Corporations Act 2001 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 subject to, a law in force outside the Territory (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 registered under the Corporations Act 2001; or

   (b)     an authorised deposit-taking institution or a foreign ADI within the meaning of the Banking Act 1959 of the Commonwealth.

   inspector means a person appointed as an inspector under Part 15.

   model rules means the model rules approved by the Registrar 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;

   (b)     a person who is concerned, or takes part, in the management of the co-operative, whether or not as a director;

   (c)     a receiver and manager, appointed under a power contained in an instrument, of property of the co-operative;

   (d)     an administrator of a deed of arrangement executed by the co-operative;

   (e)     a liquidator or provisional liquidator appointed in a voluntary winding up of the co-operative;

   (f)     an administrator of the co-operative appointed under:

   (i)Part 5.3A of the Corporations Act 2001 as applying under this Act; or

   (ii)Division 5 of Part 12 of this Act; or

   (g)     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 to a subsidiary of a co-operative, means the principal executive officer of the co-operative or subsidiary from time to time, 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 Co-operatives established under Part 16.

   Registrar means the person from time to time holding the office of Registrar of Co-operatives under this Act.

   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 a registered rule of a co-operative from time to time in force.

   seal in relation to a co-operative, means common seal or official seal.

   share means a share in the share capital of a co-operative.

   subordinated debt has the meaning given by section 257.

   subsidiary has the same meaning as in the Corporations Act 2001.

   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 for 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.

2. 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 a 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 3Co-operative principles

1. Co-operative principles

   The co-operative principles are the following principles:

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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 4Application of Corporations Act 2001 to co-operatives

1. 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.

2. Exclusion of operation of Corporations Act 2001

   (1)A co-operative is declared to be an excluded matter for the purposes of section 5F of the Corporations Act 2001 in relation to the whole of the Corporations legislation other than to the extent specified in subsections (2) and (2A).

   (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 2001;

   (b)     provisions that relate to the role of a co-operative in the formation of a company;

   (c)     provisions that relate to substantial shareholdings, by or involving a co-operative, in a company;

   (d)     provisions that confer or impose functions on a co-operative as a member, or former member, of a corporation;

   (e)     provisions that relate to dealings by a co-operative in securities of a body corporate, other than securities of the co-operative;

   (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;

   (g)     provisions that relate to securities of a co-operative, other than shares in, debentures of or deposits with a co-operative;

   (h)     provisions relating to derivatives;

   (i)     provision relating to:

   (i)financial services licensees (as defined in section 761A of the Corporations Act 2001) whose licence covers dealing in, or providing advice about, securities; or

   (ii)regulated principals (as defined in section 1430 of the Corporations Act 2001) when dealing in, or providing advice about securities as authorised by Part 10.2 Division 1 Subdivision D of that Act;

   (j) provisions relating to the carrying on of a financial services business (as defined in section 761A of the Corporations Act 2001) relating to securities;

   (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 2001) whose licence covers dealing in, or providing advice about, securities; or

   (ii)regulated principals (as defined in section 1430 of the Corporations Act 2001) when dealing in, or providing advice about, securities as authorised by Part 10.2 Division 1 Subdivision D of that Act;

   (l)     provisions relating to money and scrip of clients of:

   (i)financial services licensees (as defined in section 761A of the Corporations Act 2001) whose licence covers dealing in, or providing advice about, securities; or

   (ii)regulated principals (as defined in section 1430 of the Corporations Act 2001) when dealing in, or providing advice, about securities as authorised by Part 10.2 Division 1 Subdivision D of that Act;

   (m)    provisions relating to registers of interests in securities.

   (2A)If a co-operative applies under section 301(a) to be incorporated under the Corporations Act 2001, that Act applies to the extent necessary for the co-operative to make the application and become incorporated under Chapter 5B 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 2001 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).

3. 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 4 of the Corporations Reform (Northern Territory) Act 2001 in relation to any excluded Corporations legislation provision or provisions (with the modifications that are specified in the declaration).

   (2)Without limiting subsection (1), the 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;

   (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;

   (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;

   (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 by any excluded Corporations legislation provision to which the declaration relates.

   (3)Words and expressions used in this section and also in Part 4 of the Corporations Reform (Northern Territory) Act 2001 have the same meaning as they have in that Part.

1. 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 4 of the Corporations Reform (Northern Territory) Act 2001 (declaratory provision) in relation to any provision of the Corporations legislation (applied provision), the declaratory provision is to be 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 2001 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;

   (c)     a reference to the Gazette is to be read as a reference to the Government Gazette of the Territory;

   (d)     a reference to the Commonwealth is to be read as a reference to the Territory;

   (e)     provisions that are not relevant to co-operatives or that are incapable of application to co-operatives are to be ignored;

   (f)     modifications directed by the Registrar under subsection (2).

   (2)The Registrar 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 2001.

Part 2Formation

Division 1Types of Co-operatives

1. 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.

2. Trading co-operatives

   (1)A trading co-operative must have a share capital.

   (2)A trading co-operative is a co-operative that gives 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;

   (b)     2 or more associations, in the case of a federation; and

   (c)     5 or more active members, in the case of any other trading co-operative.

3. Non-trading co-operatives

   (1)A non-trading co-operative must not give 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;

   (b)     2 or more associations, in the case of a federation; and

   (c)     5 or more active members, in the case of any other non-trading co-operative.

Division 2Formation meeting

1. 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;

   (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;

   (c)     the proposed members of the proposed co-operative must sign the application for membership that must be in a form approved by the Registrar;

   (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 Registrar 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;

   (b)     not less than 2 suitably qualified associations, in the case of a federation; and

   (c)     not less than 5 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;

   (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 3Approval of disclosure statement and rules

1. Approval of disclosure statement

   (1)A draft disclosure statement of a proposed trading co-operative must be submitted to the Registrar at least 28 days (or such shorter period as the Registrar 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;

   (b)     the nature of the proposed membership of the co-operative;

   (c)     the rights and liabilities attaching to shares in the proposed co-operative (including the capital required for the co-operative);

   (d)     the projected income and expenditure of the co-operative for its first year of operation;

   (e)     information about any contracts required to be entered into by the co-operative; and

   (f)     any other information that the Registrar 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 Registrar may:

   (a)     approve the draft statement as submitted;

   (b)     approve a different statement to that submitted; or

   (c)     refuse to approve the statement.

   (5)Approval may be given at any time before the formation meeting is held.

   (6)Subject to subsection (7), the Registrar approves of a disclosure statement by giving notice of the approval of the statement to the person who submitted the draft statement to the Registrar.

   (7)The Registrar is to be considered to have approved the disclosure statement as submitted to the Registrar unless at least 5 days before the formation meeting is due to be held:

   (a)     the Registrar gives notice of approval of a different disclosure statement;

   (b)     the Registrar gives notice to the person who submitted the draft statement that the Registrar is still considering the matter; or

   (c)     the Registrar gives notice of refusal to approve the disclosure statement.

   (8)A notice under this section must be in writing.

2. 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 Registrar at least 28 days (or such shorter period as the Registrar 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;

   (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 Registrar may approve the relevant provisions of the model rules as rules of the co-operative.

   (4)The Registrar may:

   (a)     approve the rules as submitted;

   (b)     approve different rules to those submitted; or

   (c)     refuse to approve the rules.

   (5)The Registrar approves of the rules by giving written notice of the approval of the rules to the person who submitted the draft alterations to the Registrar.

   (6)The Registrar must give written notice of the refusal to approve the rules to the person who submitted the rules to the Registrar.

Division 4Registration of proposed co-operative

1. 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 Registrar;

   (b)     be accompanied by the prescribed fee;

   (c)     be signed by:

   (i)at least 2 directors, in the case of an association or federation; and

   (ii)at least 5 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;

   (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;

   (iii)a statement listing the name, address, occupation and place and date of birth of each director; and

   (iv)any other particulars that the Registrar may require in a particular case.

   (2)The application must be lodged with the Registrar within 2 months after closure of the formation meeting for the proposed co-operative or within such extended period as the Registrar may allow.

2. Registration of co-operative

   (1)When an application is made under this Division for registration of a proposed co-operative, the Registrar 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 Registrar under section 18;

   (b)     the 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;

   (c)     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 Registrar must be satisfied that there are special reasons why the co-operative should be registered under this Act;

   (d)     there must be no reasonable cause for refusing registration of the proposed co-operative.

   (3)If the Registrar is not satisfied that the requirements for registration of the co-operative have been met the Registrar may refuse to register the co-operative and its rules.

3. Incorporation and certificate of registration

   (1)The incorporation of the co-operative takes effect on the registration of the co-operative.

   (2)On the registration of the co-operative, the Registrar must issue a certificate of registration.

Division 5Registration of an existing body corporate

1. 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 Registrar 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 2001; or

   (b)     incorporated or registered under any other Act relating to the incorporation or registration of bodies corporate.

2. Formation meeting

   (1)Before applying for registration as a co-operative, the body corporate must pass a special resolution in accordance with its constitution or rules approving of:

   (a)     the proposed registration; and

   (b)     any alterations of its existing constitution 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.

3. Application for registration

   An application for registration must be:

   (a)     in the form approved by the Registrar;

   (b)     accompanied by the prescribed fee; and

   (c)     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;

   (ii)a report in the form approved by the Registrar as to the affairs of the body corporate and showing its assets and liabilities, made up to the latest practicable date before the application;

   (iii)a copy of the constitution or rules of the body corporate in force at the date of the application;

   (iv)2 copies of the proposed rules of the co-operative, as provided for by the special resolution;

   (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;

   (vi)a list containing the name, address, occupation and place and date of birth of each director;

   (vii)evidence to the satisfaction of the Registrar of the incorporation of the existing body corporate; and

   (viii)any other particulars that the Registrar may require in a particular case.

4. Requirements for registration

   (1)When an application is made for registration of a co-operative under this Division, the Registrar must register the body corporate as a co-operative under this Act and register its rules under this Act if the Registrar 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 Registrar under section 18;

   (b)     the 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;

   (c)     there must be no reasonable cause for refusing registration of the proposed co-operative.

   (3)If the Registrar is not satisfied that the requirements for registration of the co-operative have been met the Registrar may refuse to register the co-operative and its rules.

   (4)If the Registrar 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 Registrar in writing within 7 days after ceasing to be registered under that other law.

5. Certificate of registration

   (1)On the registration of the body corporate as a co-operative the Registrar 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 Registrar, as specified in the certificate of registration issued by the Registrar.

6. 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, that 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 6Conversion of co-operative

1. 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 7Appeals

1. Appeal against refusal to approve disclosure statement

   The person who submitted a draft disclosure statement to the Registrar under this Act may appeal to the Supreme Court against:

   (a)     a decision of the Registrar to refuse to approve the statement; or

   (b)     a failure of the Registrar to approve the statement.

2. Appeal against refusal to approve draft rules

   The person who submitted draft rules to the Registrar under this Act may appeal to the Supreme Court against:

   (a)     a decision of the Registrar to refuse to approve the rules; or

   (b)     a failure of the Registrar to approve the rules.

3. Appeal against refusal to register

   The applicants for registration of a proposed co-operative under this Part may appeal to the Supreme Court against:

   (a)     a decision of the Registrar to refuse to register the co-operative; or

   (b)     a failure of the Registrar to register the co-operative.

4. Registrar to comply with Tribunal determination

   The Registrar must comply with a determination of the Supreme Court on an appeal under this Division.

Division 8General

1. 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 that 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.

2. Acceptance of money by proposed co-operative

   (1)A proposed co-operative or any person on its behalf or otherwise that accepts any money for the proposed co-operative before the proposed co-operative is registered must hold the 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:          50 penalty units.

1. Issue of duplicate certificate

   The Registrar must issue a duplicate certificate of registration:

   (a)     if the Registrar is satisfied that the original certificate is lost or destroyed; and

   (b)     on payment of the prescribed fee.

Part 3Legal capacity and powers

Division 1General powers

1. Effect of incorporation

   As a body corporate, a co-operative:

   (a)     has perpetual succession;

   (b)     has a common seal;

   (c)     may sue and be sued in its corporate name;

   (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 that are necessary or expedient.

2. 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; and

   (c)     to form or enter into a partnership, joint venture or other association with other persons or bodies.

Division 2Doctrine of ultra vires abolished

1. 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.

2. 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).

3. Legal capacity

   (1)A co-operative has, both within and outside the Territory, the legal capacity of a natural person.

   (2)Without limiting subsection (1), a co-operative has, both within and outside the Territory, power:

   (a)     to issue and allot fully or partly paid shares in the co-operative;

   (b)     to issue debentures of the co-operative;

   (c)     to distribute any of the property of the co-operative among the members, in kind or otherwise;

   (d)     to give security by charging uncalled capital;

   (e)     to grant a charge on property of the co-operative;

   (f)     to procure the co-operative to be registered or recognised as a body corporate in any place outside the Territory; 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 Territory).

   (3)Subsections (1) and (2) have effect in relation to a co-operative:

   (a)     subject to this Act and the Regulations but despite section 42(2);

   (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.

4. 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

   (b)     the rules of the co-operative contain a provision stating the objects of the co-operative and the co-operative does an act otherwise than in pursuance of those objects.

   (3)An officer of a co-operative who is involved in a contravention by the co-operative of this section also contravenes this section.

   (4)A person who contravenes this section is not guilty of an offence.

5. Results of contravention of restriction in rules

   (1)The exercise of a power or the doing of an act in contravention of section 41 is not invalid merely because of the contravention.

   (2)An act of an officer of a co-operative is not invalid merely because, by doing the act, the officer contravenes section 41.

   (3)The fact that the exercise of a power or the doing of an act contravenes or would contravene section 41 may be asserted or relied on only in:

   (a)     a prosecution of a person for an offence against this Act;

   (b)     an application for an order under Division 5 of Part 4;

   (c)     an application for an injunction under section 451 to restrain the co-operative from entering into an agreement;

   (d)     proceedings, other than an application for an injunction, by the co-operative, or by a member of the co-operative, against the present or former officers of the co-operative; or

   (e)     an application by the Registrar or by a member of the co-operative for the winding up of the co-operative.

   (4)If, but for subsection (3), a court would have power under section 451 to grant, on the application of a person, an injunction restraining a co-operative or an officer of a co-operative from engaging in particular conduct constituting a contravention of section 41, the court may, on the application of that person, order the co-operative or the officer to pay damages to that person or any other person.

Division 3Persons having dealings with co-operatives

1. Assumptions entitled to be made

   (1)A person is entitled to make the assumptions in section 44 in relation to:

   (a)     dealings with a co-operative; and

   (b)     dealings with a person who has, or purports to have, directly or indirectly acquired title to property from a co-operative.

   (2)If a person is entitled to assume a matter, the co-operative or anyone referred to in subsection (1)(b) is not entitled to assert in proceedings in relation to the dealings that the matter is incorrect.

2. Assumptions

   (1)Rules complied with: A person may assume that the co-operative's rules have been complied with.

   (2)Director or officer: A person may assume that anyone who appears, from information provided by the co-operative that is available to the public from the Registrar, to be a director or officer of the co-operative:

   (a)     has been duly appointed; and

   (b)     has authority to exercise the powers and perform the duties customarily exercised or performed by a director or officer of a similar co-operative.

   (3)Officer or agent: A person may assume that anyone who is held out by the co-operative to be an officer or agent of the co-operative:

   (a)     has been duly appointed; and

   (b)     has authority to exercise the powers and to perform the duties customarily exercised or performed by that kind of officer or agent of a similar co-operative.

   (4)Officer or agent with authority to warrant that document is genuine or true copy: A person may assume that anyone who is, or may be assumed to be, an officer or agent of the co-operative who has authority to issue a document or a certified copy of a document on its behalf also has authority to warrant that the document is genuine or is a true copy.

   (5)Document duly executed: A person may assume that a document has been duly executed by the co-operative if it is signed by two people, one of whom is, or may be assumed to be, a director of the co-operative, and the other a director or officer of the co-operative.

   (6)Document duly sealed: A person may assume that a document has been duly sealed by the co-operative if it bears what appears to be an impression of the co-operative's seal and the sealing of the document appears to be witnessed by 2 people, one of whom is, or may be assumed to be, a director of the co-operative, and the other a director or officer of the co-operative.

   (7)Proper performance of duties: A person may assume that the officers and agents of the co-operative properly perform their duties to the co-operative.

3. Person who knows or ought to know is not entitled to make assumptions

   This Division does not entitle a person to make an assumption, and does not prevent an assertion being made in relation to an assumption, if:

   (a)     the person has actual knowledge that the assumption is not correct; or

   (b)     the person's connection or relationship with the co-operative is such that the person ought to know that the assumption is not correct.

4. Lodgment of documents not to constitute constructive knowledge

   (1)A person is not to be considered to have knowledge of a co-operative's rules, any of the contents of a co-operative's rules, a document, the contents of a document, or any particulars, merely because of either or both of the following:

   (a)     the rules, the document or the particulars have been lodged with the Registrar;

   (b)     the rules, the document or the particulars are referred to in any other document that has been lodged with the Registrar, or lodged with a person under a previous law corresponding to a provision of this Act.

   (2)Subsection (1) does not apply in relation to a document, or in relation to the contents of a document, that has been lodged under Division 2 of Part 10 to the extent that the document relates to a charge that is registrable under that Division or law.

   (3)Despite subsection (1), a member of a co-operative is to be considered to have knowledge of the rules of the co-operative.

5. Effect of fraud

   (1)A person's entitlement under this Division to make an assumption is not affected merely by the fact that any person:

   (a)     has acted or is acting fraudulently in relation to the dealing or acquisition or purported acquisition of title to property to which the assumption relates; or

   (b)     has forged a document that appears to have been sealed on behalf of a co-operative.

   (2)A person is not entitled to make an assumption if the person has actual knowledge of the fraudulent action or forgery referred to in subsection (1).

Division 4Authentication and execution of documents and confirmation of contracts

1. Common seal

   A document or proceeding requiring authentication by a co-operative may be authenticated under the common seal of the co-operative.

2. Official seal

   (1)A co-operative may, if authorised by its rules, have, for use in place of its common seal outside the Territory, one or more official seals, each of which must be a facsimile of the common seal of the co-operative with the addition on its face of the name of every place where it is to be used.

   (2)The person affixing such an official seal must, in writing signed by the person, certify on the instrument to which it is affixed the date on which and the place at which it is affixed.

   (3)A document sealed with such an official seal is to be considered to be sealed with the common seal of the co-operative.

3. Authentication need not be under seal

   A document or proceeding requiring authentication by a co-operative may be authenticated by the signature of 2 people, one of whom is a director of the co-operative and one of whom is a director or an officer of the co-operative and need not be authenticated under the seal of the co-operative.

4. Co-operative may authorise person to execute deed

   (1)A co-operative may, by writing under its common seal, empower a person, either generally or in respect of a specified matter or specified matters, as its agent or attorney to execute deeds on its behalf.

   (2)A deed signed by such an agent or attorney on behalf of the co-operative and under the seal of the agent or attorney, or under the appropriate official seal of the co-operative, binds the co-operative and has effect as if it were under the common seal of the co-operative.

   (3)The authority of such an agent or attorney, as between the co-operative and a person dealing with the agent or attorney, continues during the period, if any, mentioned in the instrument conferring the authority or, if no period is so mentioned, until notice of the revocation or termination of the authority of the agent or attorney has been given to the person dealing with the agent or attorney.

5. Execution under seal

   A contract or other document executed, or purporting to have been executed, under the seal of a co-operative is not invalid merely because a person attesting the affixing of the seal was in any way, whether directly or indirectly, interested in that contract or other document or in the matter to which that contract or other document relates.

6. Contractual formalities

   (1)So far as concerns the formalities of making, varying or discharging a contract, a person acting under the express or implied authority of a co-operative may make, vary or discharge a contract in the name of, or on behalf of, the co-operative as if that contract were made, varied or discharged by a natural person.

   (2)The making, varying or discharging of a contract in accordance with subsection (1) is effectual in law and binds the co-operative and other parties to the contract.

   (3)This section does not prevent a co-operative from making, varying or discharging a contract under its seal.

7. Other requirements as to consent or sanction not affected

   This Division does not affect the operation of a law that requires some consent or sanction to be obtained, or some procedure to be complied with, in relation to the making, varying or discharging of a contract.

8. Transitional

   This Division does not apply in relation to the making, varying or discharging of a contract before the commencement of this section, but applies otherwise in relation to a co-operative whether it gives its authority before, on or after that commencement.

Division 5Pre-registration contracts

1. Contracts before registration

   (1)If a person enters into, or purports to enter into, a contract on behalf of, or for the benefit of, a proposed co-operative, the co-operative becomes bound by the contract and entitled to its benefit if the

co-operative, or a co-operative that is reasonably identifiable with it, is registered and ratifies the contract:

(a)     within a reasonable period after the contract is entered into; or

(b)     within any period agreed to by the parties to the contract.

(2)The person is released from any liability under the pre-Registration contract if the co-operative enters into another contract in substitution for it:

(a)     within a reasonable period after the pre-Registration contract is entered into; or

(b)     within any period agreed to by the parties to the pre-Registration contract.

(3)The person is liable to pay damages to each other party to the pre-Registration contract if a co-operative is not registered, or a co-operative is registered but does not ratify the contract or enter into a substitute for it:

(a)     within a reasonable period after the contract is entered into; or

(b)     within the period agreed to by the parties to the contract.

(4)The maximum amount of damages the person is liable to pay to a party is the amount the co-operative would be liable to pay to the party if the co-operative had been registered and had ratified the contract and then completely failed to perform it.

(5)If proceedings are brought to recover damages under subsection (3) because the co-operative is registered but does not ratify the pre-Registration contract or enter into a substitute for it, the court may do anything that it thinks just in the circumstances, including ordering the co-operative:

(a)     to pay all or part of the damages that the person is liable to pay;

(b)     to transfer property that the co-operative received because of the contract to a party to the contract; and

(c)     to pay an amount to a party to the contract.

(6)If the co-operative ratifies the pre-Registration contract but fails to perform all or part of it, the court may order the person to pay all or part of the damages that the co-operative is ordered to pay.

1. Person may be released from liability but is not entitled to indemnity

   (1)Any of the parties to the pre-Registration contract may release the person who entered into, or purported to enter into, the contract from any liability in relation to that contract.

   (2)The release must be in writing.

   (3)The party giving the release is not entitled to recover damages under section 56 from the person.

   (4)Despite any rule of law or equity, the person does not have any right of indemnity against the co-operative in respect of the person's liability under this Division. This is so even if the person was acting, or purporting to act, as trustee for the co-operative.

2. This Division replaces other rights and liabilities

   This Division replaces any rights or liabilities anyone would otherwise have in relation to the pre-Registration contract.

Part 4Membership

Division 1General

1. Becoming a member

   (1)On the registration of a co-operative, the persons who signed the application for registration become members of the co-operative.

   (2)Other persons may be admitted as members of the co-operative as provided by its rules.

   (3)A person under the age of 18 may be admitted as a member of the co-operative unless the rules of the co-operative otherwise provide.

   (4)A body corporate is not (merely because it is a body corporate) disqualified from being a member of a co-operative unless the co-operative's rules provide that bodies corporate are disqualified from being members.

   (5)If 2 or more co-operatives merge, the members of the merged co-operative are:

   (a)     the members of the merging co-operatives; and

   (b)     other persons admitted as members of the merged co-operative in accordance with its rules.

2. Members of associations

   (1)The members of an association are:

   (a)     the component co-operatives by which the association is formed;

   (b)     any other co-operative admitted to membership in accordance with the rules of the association; and

   (c)     any other body corporate or other body admitted to membership in accordance with subsection (2).

   (2)A body corporate or other body (not being a co-operative) may be admitted to membership of the association as a component co-operative if:

   (a)     it is incorporated or registered under any other law, whether or not a law of the Territory;

   (b)     in the opinion of the board of the association, it is designed to function in accordance with co-operative principles; and

   (c)     it is eligible to be admitted to membership in accordance with the rules of the association.

3. Members of federations

   (1)The members of a federation of associations are:

   (a)     the associations by which the federation is formed;

   (b)     any other associations admitted to membership in accordance with the rules of the federation; and

   (c)     any bodies corporate admitted to membership in accordance with subsection (2).

   (2)If the Registrar certifies that there is no association to which a particular body corporate could conveniently or appropriately be admitted to membership, the body corporate may be admitted to membership of a federation.

4. Qualification for membership

   (1)A person is not qualified to be admitted to membership of a co-operative unless:

   (a)     there are reasonable grounds for believing that the person will be an active member of the co-operative; and

   (b)     the person is otherwise eligible under the rules of the co-operative.

   (2)The rules of a co-operative must contain provisions that:

   (a)     impose a duty on all persons who become members to be active members; and

   (b)     explain the consequences of failing to be or ceasing to be an active member.

1. Controller has qualified privilege in certain cases

   A controller of property of a co-operative has qualified privilege in respect of:

   (a)     a matter contained in a report that the controller lodges under clause 12 or 13; or

   (b)     a comment that the controller makes under clause 20(2)(c).

2. Notification of matters relating to controller

   (1)A person who obtains an order for the appointment of a receiver of property of a co-operative, or who appoints such a receiver under a power contained in an instrument, must:

   (a)     within 7 days after obtaining the order or making the appointment, lodge notice that the order has been obtained, or that the appointment has been made, as the case may be; and

   (b)     within 21 days after obtaining the order or making the appointment, cause notice that the order has been obtained, or that the appointment has been made, as the case may be, to be published in the Gazette.

   (2)A person who appoints another person to enter into possession, or take control, of property of a co-operative (whether or not as agent for the co-operative) for the purpose of enforcing a charge otherwise than as receiver of that property must:

   (a)     within 7 days after making the appointment, lodge notice of the appointment with the Registrar; and

   (b)     within 21 days after making the appointment, cause notice of the appointment to be published in the Gazette.

   (3)A person who enters into possession, or takes control, as mentioned in subclause (2) must:

   (a)     within 7 days after so entering into possession or taking control, lodge notice with the Registrar that the person has done so; and

   (b)     within 21 days after so entering into possession or taking control, cause to be published in the Gazette notice that the person has done so,

   unless another person:

   (c)     appointed the first-mentioned person so to enter into possession or take control; and

   (d)     complies with subclause (2) in relation to the appointment.

   (4)Within 14 days after becoming a controller of property of a co-operative, a person must lodge with the Registrar notice in the form approved by the Registrar of the address of the person's office.

   (5)A controller of property of a co-operative must, within 14 days after a change in the situation of the controller's office, lodge with the Registrar notice in the form approved by the Registrar of the change.

   (6)A person who ceases to be a controller of property of a co-operative must:

   (a)     within 7 days after so ceasing, lodge with the Registrar notice that the person has so ceased; and

   (b)     within 21 days after so ceasing, cause notice that the person has so ceased to be published in the Gazette.

3. Statement that receiver appointed or other controller acting

   (1)If a receiver of property (whether within or outside the Territory or within or outside Australia) of a co-operative has been appointed, the co-operative must set out, in every public document, and in every eligible negotiable instrument, of the co-operative, after the name of the co-operative where it first appears, a statement that a receiver, or a receiver and manager, as the case requires, has been appointed.

   (2)If there is a controller (other than a receiver) of property (whether within Australia or elsewhere) of a co-operative, the co-operative must set out, in every public document, and in every eligible negotiable instrument, of the co-operative, after the co-operative's name where it first appears, a statement that a controller is acting.

4. Officers to report to controller about co-operative's affairs

   (1)In this clause:

   reporting officer, in relation to a co-operative in respect of property of which a person is controller, means a person who was:

   (a)     in the case of a co-operative other than a foreign co-operative, a director or secretary of the co-operative; or

   (b)     in the case of a foreign co-operative, a local agent of the foreign co-operative,

   on the control day.

   (2)If a person becomes a controller of property of a co-operative:

   (a)     the person must serve on the co-operative as soon as practicable notice that the person is a controller of property of the co-operative;

   (b)     within 14 days after the co-operative receives the notice, the reporting officers must make out and submit to the person a report in the form approved by the Registrar about the affairs of the co-operative as at the control day;

   (c)     the person must, within 28 days after receipt of the report:

   (i)lodge with the Registrar a copy of the report and a notice setting out any comments the person sees fit to make relating to the report or, if the person does not see fit to make any comment, a notice stating that the receiver does not see fit to make any comment; and

   (ii)send to the co-operative a copy of the notice lodged in accordance with subparagraph (i); and

   (d)     the person must, within 28 days after receipt of the report, if the person became a controller of the property:

   (i)because of an appointment as receiver of the property that was made by or on behalf of the holder of debentures of the co-operative; or

   (ii)by entering into possession, or taking control, of the property for the purpose of enforcing a charge securing such debentures,

   and there are trustees for the holders of those debentures, send to those trustees a copy of the report and a copy of the notice lodged under paragraph (c)(i).

   (3)If notice has been served on a co-operative under subclause (2)(a), the reporting officers may apply to the controller or to the Supreme Court to extend the period within which the report is to be submitted and:

   (a)     if application is made to the controller, if the controller believes that there are special reasons for so doing, the controller may, by written notice given to the reporting officers, extend that period until a specified day; and

   (b)     if application is made to the Supreme Court, if the Court believes that there are special reasons for so doing, the Court may, by order, extend that period until a specified day.

   (4)As soon as practicable after granting an extension under subclause (3)(a), the controller must lodge a copy of the notice with the Registrar.

   (5)As soon as practicable after the Supreme Court grants an extension under subclause (3)(b), the reporting officers must lodge a copy of the order with the Registrar.

   (6)Subclauses (2), (3) and (4) do not apply in a case where a person becomes a controller of property of a co-operative:

   (a)     to act with an existing controller of property of the co-operative; or

   (b)     in place of a controller of such property who has died or ceased to be a controller of such property.

   (7)However, if subclause (2) applies in a case where a controller of property of a co-operative dies, or ceases to be a controller of property of the co-operative, before subclause (2) is fully complied with, then:

   (a)     the references in subclauses (2)(b), (c) and (d) to the person; and

   (b)     the references in subclauses (3) and (4) to the controller,

   include references to the controller's successor and to any continuing controller.

   (8)If a co-operative is being wound up, this clause (including subclause (7)) and clause 21 apply even if the controller and the liquidator are the same person, but with any necessary modifications arising from that fact.

5. Controller may require reports

   (1)A controller of property of a co-operative may, by notice given to the person or persons, require one or more persons included in one or more of the following classes of persons to make out as required by the notice, verify by a statement in writing in the form approved by the Registrar, and submit to the controller, a report, containing such information as is specified in the notice as to the affairs of the co-operative or as to such of those affairs as are specified in the notice, as at a date specified in the notice:

   (a)     persons who are or have been officers of the co-operative;

   (b)     if the co-operative was incorporated within one year before the control day, persons who have taken part in the formation of the co-operative;

   (c)     persons who are employed by the co-operative or have been so employed within one year before the control day and are, in the opinion of the controller, capable of giving the information required;

   (d)     persons who are, or have been within one year before the control day, officers of, or employed by, a co-operative that is, or within that year was, an officer of the co-operative.

   (2)Without limiting the generality of subclause (1), a notice under that subclause may specify the information that the controller requires as to affairs of the co-operative by reference to information that this Act requires to be included in any other report, statement or notice under this Act.

   (3)A person making a report and verifying it as required by subclause (1) must, subject to the Regulations, be allowed, and must be paid by the receiver (or the controller's successor) out of the controller's receipts, any costs and expenses incurred in and about the preparation and making of the report and the verification of the report that the controller (or the controller's successor) considers reasonable.

   (4)A person must comply with a requirement made under subclause (1).

   (5)A reference in this clause to the controller's successor includes a reference to a continuing controller.

6. Controller may inspect books

   A controller of property of a co-operative is entitled to inspect at any reasonable time any books of the co-operative that relate to that property and a person must not fail to allow the controller to inspect those books at such a time.

7. Lodging controller's accounts

   (1)A controller of property of a co-operative must lodge with the Registrar an account:

   (a)     within 28 days after the end of:

   (i)6 months, or such shorter period as the controller determines, after the day when the controller became a controller of property of the co-operative; and

   (ii)each subsequent period of 6 months throughout which the controller is a controller of property of the co-operative; and

   (b)     within 28 days after the controller ceases to be a controller of property of the co-operative.

   (2)An account must be in the form approved by the Registrar and show:

   (a)     the controller's receipts and payments during:

   (i)in the case of an account under subclause (1)(a), the 6 months or shorter period, as the case requires; or

   (ii)in the case of an account under subclause (1)(b), the period beginning at the end of the period to which the last account related, or on the control day, as the case requires; and ending on the day when the controller so ceased; and

   (b)     except in the case of an account lodged under subclause (1)(a)(i), the respective aggregates of the controller's receipts and payments since the control day.

   (3)In the case of:

   (a)     a receiver appointed under a power contained in an instrument; or

   (b)     anyone else who is in possession, or has control, of property of the co-operative for the purpose of enforcing a charge,

   the accounts must also show the following:

   (c)     the amount (if any) owing under that instrument or charge:

   (i)in the case of an account lodged under subclause (1)(a)(i), at the end of the control day and at the end of the period to which the account relates; or

   (ii)otherwise, at the end of the period to which the account relates;

   (d)     the controller's estimate of the total value, at the end of the period to which the account relates, of the property of the co-operative that is subject to the instrument or charge.

   (4)The Registrar may, of the Registrar's own motion or on the application of the co-operative or a creditor of the co-operative, cause the accounts lodged in accordance with subclause (1) to be audited by a registered company auditor appointed by the Registrar.

   (5)For the purpose of the audit, the controller must furnish the auditor with any books and information that the auditor requires.

   (6)If the Registrar causes the accounts to be audited on the request of the co-operative or a creditor, the Registrar may require the co-operative or creditor, as the case may be, to give security for the payment of the cost of the audit.

   (7)The costs of an audit under subclause (3) are to be fixed by the Registrar.

   (8)The Registrar may if the Registrar thinks fit make an order declaring that, for the purposes of clause 5(1), the costs of the audit are taken to be a debt incurred by the controller as mentioned in clause 5(1) and, if such an order is made, the controller is liable accordingly.

   (9)A person must comply with a requirement made under this clause.

8. Payment of certain debts, out of property subject to floating charge, in priority to claims under charge

   (1)This clause applies if:

   (a)     a receiver is appointed on behalf of the holders of any debentures of a co-operative that are secured by a floating charge, or possession is taken or control is assumed, by or on behalf of the holders of any debentures of a co-operative, of any property comprised in or subject to a floating charge; and

   (b)     at the date of the appointment or of the taking of possession or assumption of control (in this clause called the relevant date):

   (i)the co-operative has not commenced to be wound up voluntarily; and

   (ii)the co-operative has not been ordered to be wound up by the Supreme Court.

   (2)The receiver or other person taking possession or assuming control of property of the co-operative must pay, out of the property coming into his, her or its hands, the following debts or amounts in priority to any claim for principal or interest in respect of the debentures:

   (a) first, any amount that in a winding up is payable in priority to unsecured debts pursuant to section 556 of the Corporations Act 2001 as applying under this Act);

   (b)     next, if an auditor of the co-operative had applied to the Registrar for consent to his, her or its resignation as auditor and the Registrar had refused that consent before the relevant date, the reasonable fees and expenses of the auditor incurred during the period beginning on the day of the refusal and ending on the relevant date;

   (c) subject to subclauses (4) and (5), next, any debt or amount that in a winding up is payable in priority to other unsecured debts pursuant to section 556(1)(e), (g) or (h) or 560 of the Corporations Act 2001 (as applying under this Act).

   (3)The receiver or other person taking possession or assuming control of property must pay debts and amounts payable pursuant to subclause (2)(c) in the same order of priority as is prescribed by Division 6 of Part 5.6 of the Corporations Act 2001 (as applying under this Act) in respect of those debts and amounts.

   (4)If an auditor of the co-operative had applied to the Registrar for consent to his, her or its resignation as auditor and the Registrar had, before the relevant date, refused that consent, a receiver must, when property comes to the receiver's hands, before paying any debt or amount referred to in subclause (2)(c), make provision out of that property for the reasonable fees and expenses of the auditor incurred after the relevant date but before the date on which the property comes into the receiver's hands, being fees and expenses in respect of which provision has not already been made under this subclause.

   (5)If an auditor of the co-operative applies to the Registrar for consent to his, her or its resignation as auditor and, after the relevant date, the Registrar refuses that consent, the receiver must, in relation to property that comes into the receiver's hands after the refusal, before paying any debt or amount referred to in subclause (2)(c), make provision out of that property for the reasonable fees and expenses of the auditor incurred after the refusal and before the date on which the property comes into the receiver's hands, being fees and expenses in respect of which provision has not already been made under this subclause.

   (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 2001 (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.

9. 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.

10. 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.

11. 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;

    (b)     the interests of the holder of the charge that the controller is enforcing;

    (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 leave 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).

1. 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    Ordinances and Act repealed

section 460

Co-operative Trading Societies Ordinance 1945	No. 3, 1945
Co-operative Trading Societies Ordinance 1963	No. 57, 1963
Co-operative Societies Ordinance 1970	No. 34, 1970
Co-operative Societies Ordinance 1971	No. 49, 1971
Co-operative Societies Ordinance 1972	No. 3, 1972
Co-operative Societies Ordinance 1976	No. 32, 1976
Co-operative Societies Amendment Act 1985	No. 13, 1985
Co-operative Trading Societies (Loans Guarantee) Ordinance 1969	No. 24, 1969
Co-operative Trading Societies (Loans Guarantee) Ordinance 1970	No. 26, 1970
Co-operative Trading Societies (Loans Guarantee) Ordinance 1971	No. 18, 1971
Co-operative Trading Societies (Loans Guarantee) Ordinance 1972	No. 19, 1972

Schedule 6Savings and transitional

section 461

1. Definitions

   In this Schedule, transferred co-operative means a body corporate which is deemed under clause 4, 5 or 6 to be a co-operative, association, federation or foreign co-operative registered under this Act.

2. General savings

   Unless the contrary intention appears in this Act or the Regulations, all persons things and circumstances appointed or created by or under the Co-operative Societies Act or the Co-operative Trading Societies (Loans Guarantee) Act, or existing or continuing under those Acts immediately before the commencement of this clause continue, under and subject to this Act, to have the same status, operation and effect as they respectively would have had if this Act had not been enacted.

3. Regulations

   The Administrator may make regulations of a saving 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 society within the meaning of the Co-operative Societies 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, directors and membership as it had immediately before that commencement.

5. Society or co-operative started to be formed before commencement

   (1)If, before the commencement of this clause, a meeting to form a body as a society had been held under section 16 of the Co-operative Societies Act but the body had not been registered as a society under that Act:

   (a)     sections 6, 15, 16, 17, 20(2), 21(1) and (3) and 32 of that Act continue to apply to the formation of the body as a society; and

   (b)     on the registration of the body as a society under section 16 the society 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, directors and membership as it had immediately before that deemed registration.

   (3)A certificate issued by the Registrar of Co-operatives under section 16(8) of the Co-operative Societies Act as continuing in force for the purposes of this clause is, for the purposes of this Act to be taken to be a certificate issued under section 21 of this Act.

6. Mergers

   (1)Sections 18, 19 and 21(2) of the Co-operative Societies Act continue to apply to an application made by 2 or more societies and to a direction to merge made before the commencement of this clause.

   (2)On the registration of the merged society under the Co-operative Societies Act, the society is deemed to be a co-operative registered under this Act.

   (3)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, directors and membership as it had immediately before that deemed registration.

   (4)A certificate issued by the Registrar of Co-operatives under section 18(3) of the Co-operative Societies Act as continuing in force for the purposes of this clause is, for the purposes of this Act to be taken to be a certificate issued under section 298 of this Act.

7. Rules to conform with Act

   (1)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 clause; or

   (b)     within such further period as may be approved by the Registrar in respect of a particular co-operative.

   (2)The rules of the transferred co-operative are deemed to be valid until:

   (a)     the co-operative complies with subclause (1); or

   (b)     the expiry of the relevant period under subclause (1).

   (3)If there is any inconsistency between a provision of this Act and the rules of the co-operative as to the procedure for alteration of the rules of the co-operative, the provision of this Act prevails.

   (4)Nothing in this clause affects the operation of Division 2 of Part 3 in relation to the rules of a transferred co-operative.

8. Modification of certain rules

   (1)This clause applies if in the opinion of the Registrar the rules of a transferred co-operative should be altered to achieve conformity with any requirement of this Act.

   (2)The Registrar may, by instrument served on the transferred co-operative, require it 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 Registrar.

   (3)If within the period specified in the instrument the co-operative fails to alter its rules as required by the instrument, the Registrar may by notation on the registered copy of the rules alter the rules.

   (4)The Registrar must give written notice to a co-operative of any alteration of its rules made by him or her under this clause.

   (5)Any alteration made by the Registrar to the rules under this clause is as valid and effectual as an alteration made and registered under Part 5.

9. Rules 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 clause; or

   (b)     within any further period approved by the Registrar in respect of a particular co-operative.

10. Special resolutions and majority resolutions

    A special resolution passed by a transferred co-operative under the Co-operative Societies Act and not registered under that Act before the commencement of this clause may be registered by the Registrar of Co-operatives under this Act.

11. Documents

    A certificate or other document, relating to a transferred co-operative, issued or registered by, filed or lodged with or given to the registrar of co-operatives under the Co-operative Societies Act has effect as if it were a certificate or other document issued or registered by, filed or lodged with or given to the Registrar of Co-operatives under this Act.

12. Existing accounts provisions to apply to transferred co-operatives

    (1)Despite anything to the contrary in this Act or the Regulations, sections 42, 43, 44, 56 and 57 of the Co-operative Societies Act apply and continue to apply to a transferred co-operative until the end of the financial year of that co-operative next following the commencement of this clause.

    (2)Divisions 5 and 6 of Part 9 of this Act do not apply to a transferred co-operative during the period that sections 42, 43, 44, 56 and 57 of the Co-operative Societies Act apply to it under subclause (1).

13. Winding up

    If, before the commencement of this clause, a transferred co-operative had commenced to be wound up under Part VI of the Co-operative Societies Act, that Part continues to apply to that winding up.

14. Special meeting and inquiry

    If, before the commencement of this clause, a special meeting had been called or an inquiry into the affairs had commenced in respect of a transferred co-operative under section 7 of the Co-operatives Societies Act, that section continues to apply in relation to that special meeting or inquiry.

15. Registrar

    (1)The person holding the offices of registrar of co-operative societies under the Business Names Act immediately before the commencement of this clause is deemed on that commencement to be appointed as Registrar of Co-operatives under this Act.

    (2)Unless the contrary intention appears in this Act or the Regulations, all acts, matters and things of a continuing nature done or commenced before the commencement of this clause by or on behalf of or in relation to the registrar of co-operative societies under the Co-operative Societies Act are not affected and are, under and subject to this Act, to continue to have the same status, operation and effect as they would have had if the Co-operative Societies Act had not been repealed.

    (3)If any provision of the Co-operative Societies Act is continued in operation by this Schedule, any reference in that provision to the registrar is to be taken for the purposes of that continued operation to be a reference to the Registrar of Co-operatives under this Act.

16. Superseded references

    On and from the commencement of this clause, any reference in any other Act, or regulation or any other document:

    (a)     to the Co-operative Societies Act is deemed to be a reference to this Act; and

    (b)     to a society or co-operative society within the meaning of the Co-operative Societies Act is deemed to be a reference to a co-operative registered under this Act.

ENDNOTES

1. KEY

Key to abbreviations

amd = amended   od = order
app = appendix  om = omitted
bl = by-law  pt = Part
ch = Chapter  r = regulation/rule
cl = clause  rem = remainder
div = Division  renum = renumbered
exp = expires/expired  rep = repealed
f = forms  s = section
Gaz = Gazette  sch = Schedule
hdg = heading  sdiv = Subdivision
ins = inserted  SL = Subordinate Legislation
lt = long title  sub = substituted

nc = not commenced  

1. LIST OF LEGISLATION

Co-operatives Act 1997 (Act No. 14, 1997)

Assent date

11 April 1997

Commenced

1 December 1998 (Gaz S44, 24 November 1998, p 2)

Statute Law Revision Act 1999 (Act No. 27, 1999)

Assent date

18 June 1999

Commenced

18 June 1999

Statute Law Revision Act (No. 2) 1999 (Act No. 48, 1999)

Assent date

10 November 1999

Commenced

10 November 1999

Land Title (Consequential Amendments) Act 2000 (Act No. 45, 2000)

Assent date

12 September 2000

Commenced

1 December 2000 (s 2, s 2 Land Title Act 2000 (Act No. 2, 2000) and Gaz G38, 27 September 2000, p 2)

Corporations Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001)

Assent date

29 June 2001

Commenced

15 July 2001 (s 2, s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001)

Statute Law Revision Act (No. 2) 2001 (Act No. 62, 2001)

Assent date

11 December 2001

Commenced

s 6: 15 July 2001; rem: 11 December 2001 (s 2, s 2 Corporations Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001), s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001)

Corporations (Financial Services Reform Amendments) Act 2002 (Act No. 16, 2002)

Assent date

7 June 2002

Commenced

11 March 2002 (s 2, s 2 Financial Services Reform Act 2001 (Cth Act No. 122, 2001), s 2 Corporations Act 2001 (Cth Act No. 50, 2001) and Cth Gaz S285, 13 July 2001)

Statute Law Revision Act 2002 (Act No. 18, 2002)

Assent date

7 June 2002

Commenced

7 June 2002

Statute Law Revision (Financial Provisions) Act 2002 (Act No. 38, 2002)

Assent date

13 September 2002

Commenced

30 October 2002 (Gaz G43, 30 October 2002, p 3)

Statute Law Revision Act (No. 2) 2002 (Act No. 59, 2002)

Assent date

7 November 2002

Commenced

7 November 2002

Law Reform (Gender, Sexuality and De Facto Relationships) Act 2003 (Act No. 1, 2004)

Assent date

7 January 2004

Commenced

17 March 2004 (Gaz G11, 17 March 2004, p 8)

Statute Law Revision Act 2004 (Act No. 18, 2004)

Assent date

15 March 2004

Commenced

5 May 2004 (s 2, s 2 Associations Act 2003 (Act No. 56, 2003) and Gaz G18, 5 May 2004, p 2)

Statute Law Revision Act (No. 2) 2004 (Act No. 54, 2004)

Assent date

15 September 2004

Commenced

27 October 2004 (Gaz G43, 27 October 2004, p 3)

Justice Legislation Amendment Act 2006 (Act No. 13, 2006)

Assent date

18 May 2006

Commenced

1 July 2006 (Gaz G26, 28 June 2006, p 7)

Legal Profession (Consequential Amendments) Act  2007 (Act No. 7, 2007)

Assent date

17 May 2007

Commenced

s 10: 1 July 2007; rem: 17 May 2007 (s 2 and Gaz G26, 27 June 2007, p 3)

Revenue Law Reform (Budget Initiatives) Act 2008 (Act No. 23, 2008)

Assent date

30 June 2008

Commenced

pt 1, ss 3, 12(1), 18 and 19: 1 January 2008;

ss 7, 10 and 11(1): 6 May 2008; rem: 1 July 2008 (s 2)

Ombudsman Act 2009 (Act No. 5, 2009)

Assent date

12 March 2009

Commenced

1 July 2009 (Gaz G21, 27 May 2009, p 5)

Justice Legislation Amendment (Penalties) Act 2010 (Act No. 12, 2010)

Assent date

20 May 2010

Commenced

1 July 2010 (Gaz G24, 16 June 2010, p 2)

Personal Property Securities (National Uniform Legislation) Implementation Act 2010 (Act No. 30, 2010)

Assent date

9 September 2010

Commenced

ss 58 to 60: 30 January 2012 (Gaz, S2, 24 January 2012); rem: 25 November 2011 (Gaz,S68, 25 November 2011)

Oaths, Affidavits and Declarations (Consequential Amendments) Act 2010 (Act No. 40, 2010)

Assent date

18 November 2010

Commenced

1 March 2011 (s 2, s 2 Oaths, Affidavits and Declarations Act 2010 (Act No. 39, 2010) and Gaz G7, 16 February 2011, p 4)

Correctional Services (Related and Consequential Amendments) Act 2014 (Act No. 27, 2014)

Assent date

4 September 2014

Commenced

9 September 2014 (Gaz S80, 9 September 2014, p 2)

1. LIST OF AMENDMENTS

s 4amd No. 17, 2001, s 6; No. 54, 2004, s 7

pt 1

div 4 hdgsub No. 17, 2001, s 6

s 8sub No. 17, 2001, s 6

s 9sub No. 17, 2001, s 6

amd No. 16, 2002, s 7; No. 13, 2006, s 16

s 10amd No. 48, 1999, s 3

sub No. 17, 2001, s 6

s 11sub No. 17, 2001, s 6

amd No. 62, 2001, s 6

s 12rep No. 17, 2001, s 6

s 22amd No. 17, 2001, s 6

ss 23 – 24amd No. 48, 1999, s 3

s 34amd No. 12, 2010, s 3

s 65amd No. 17, 2001, s 6; No. 54, 2004, s 7; No. 12, 2010, s 3

s 66amd No. 12, 2010, s 3

ss 69 – 70amdNo. 12, 2010, s 3

s 88amd No. 17, 2001, s 6

s 93amd No. 12, 2010, s 3

s 104amd No. 12, 2010, s 3

s 128amd No. 12, 2010, s 3

s 130amd No. 17, 2001, s 6

s 134amd No. 17, 2001, s 6; No. 62, 2001, s 15

s 140amd No. 54, 2004, s 7

s 153amd No. 1, 2004, s 62

ss 154 – 157amd No. 12, 2010, s 3

s 180amd No. 12, 2010, s 3

s 187amd No. 12, 2010, s 3

s 191amd No. 62, 2001, s 15

s 192amd No. 12, 2010, s 3

s 209amd No. 17, 2001, s 6; No. 18, 2002, s 6; No. 12, 2010, s 3; No. 27, 2014, s 57

s 215amd No. 17, 2001, s 6

ss 216 – 218amd No. 12, 2010, s 3

s 223sub No. 17, 2001, s 6

s 225amd No. 12, 2010, s 3

s 226amd No. 1, 2004, s 62; No. 12, 2010, s 3

s 229amd No. 12, 2010, s 3

pt 9

div 5 hdgamd No. 17, 2001, s 6

s 233sub No. 17, 2001, s 6

amd No. 12, 2010, s 3

s 235rep No. 17, 2001, s 6

s 236amd No. 12, 2010, s 3

s 237amd No. 17, 2001, s 6

s 239amd No. 12, 2010, s 3

s 241amd No. 12, 2010, s 3

s 243amd No. 12, 2010, s 3

s 244amd No. 17, 2001, s 6; No. 12, 2010, s 3

ss 245 – 247amd No. 12, 2010, s 3

s 249amd No. 12, 2010, s 3

s 251amd No. 12, 2010, s 3

s 257amd No. 17, 2001, s 6

s 258sub No. 17, 2001, s 6

amd No. 16, 2002, s 7

s 261sub No. 17, 2001, s 6

pt 10

div 2 hdgrep No. 30, 2010, s 31

s 264amd No. 45, 2000, s 11

rep No. 30, 2010, s 31

s 270amd No. 17, 2001, s 6; No. 1, 2004, s 62; No. 12, 2010, s 3

ss 272 – 273amd No. 12, 2010, s 3

s 281amd No. 17, 2001, s 6

s 285amd No. 17, 2001, s 6

s 289amd No. 17, 2001, s 6; No. 12, 2010, s 3

s 290amd No. 17, 2001, s 6

s 296amd No. 54, 2004, s 7

s 300amd No. 12, 2010, s 3

s 301amd No. 17, 2001, s 6; No. 18, 2004, s 3

s 302amd No. 48, 1999, s 3

s 305amd No. 48, 1999, s 3

ss 308 – 310amd No. 17, 2001, s 6

s 311sub No. 17, 2001, s 6

amd No. 16, 2002, s 7; No. 59, 2002, s 5

s 315amd No. 17, 2001, s 6

pt 12

div 4 hdgsub No. 17, 2001, s 6

s 318sub No. 17, 2001, s 6

s 332rep No. 17, 2001, s 6

s 333sub No. 17, 2001, s 6

s 339amd No. 17, 2001, s 6

s 340amd No. 12, 2010, s 3

s 341amd No. 7, 2007, s 16; No. 12, 2010, s 3

s 346amd No. 12, 2010, s 3

s 347amd No. 17, 2001, s 6; No. 54, 2004, s 7

s 354amd No. 17, 2001, s 6; No. 18, 2002, s 6; No. 38, 2002, s 6

s 355amd No. 12, 2010, s 3

s 358amd No. 17, 2001, s 6

s 362amd No. 12, 2010, s 3

s 363amd No. 38, 2002, s 6

ss 371 – 372amd No. 12, 2010, s 3

s 379amd No. 62, 2001, s 15

s 388amd No. 38, 2002, s 6; No. 7, 2007, s 16

s 392amd No. 12, 2010, s 3

s 396amd No. 17, 2001, s 6; No. 12, 2010, s 3

s 398amd No. 38, 2002, s 6; No. 7, 2007, s 16

s 400amd No. 40, 2010, s 118

s 402amd No. 17, 2001, s 6; No. 12, 2010, s 3

s 403amd No. 12, 2010, s 3; No. 40, 2010, s 118

ss 404 – 405amd No. 12, 2010, s 3

s 410amd No. 17, 2001, s 6; No. 12, 2010, s 3

ss 411 – 414amd No. 12, 2010, s 3

s 447amd No. 27, 1999, s 15; No. 18, 2002, s 6; No. 23, 2008, s 21; No. 5, 2009, s 179; No. 12, 2010, s 3

s 448amd No. 12, 2010, s 3

s 459amd No. 12, 2010, s 3

sch 1 – 2amd No. 17, 2001, s 6

sch 3amd No. 17, 2001, s 6; No. 62, 2001, s 15; No. 12, 2010, s 3

rep No. 30, 2010, s 31

sch 4amd No. 17, 2001, s 6; No. 38, 2002, s 6; No. 7, 2007, s 16