Co-operatives National Law (Victoria) Local Regulations 2014 (Vic)

Version No. 001

Co-operatives National Law (Victoria) Local Regulations 2014

S.R. No. 3/2014

Version as at

3 March 2014

TABLE OF PROVISIONS

Regulation  Page

1Objectives

2Authorising provision

3Commencement

4Definitions

5Unsuitable names for co-operatives

6Exemption from restriction on corporations registering a name including the word co-operative or similar words

7Exemption from restriction on use of word co‑operative or similar words

8Application for transfer

9Examination of involved person

10Procedures regarding giving of exemptions

11Prescribed fees

12Infringement penalties

13Model rules for government guarantee co-operatives

14Co-operative may continue to operate under old rules

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SCHEDULES

SCHEDULE 1—Prescribed Fees

SCHEDULE 2—Prescribed Infringement Offences and Penalties

SCHEDULE 3—Model Rules for Co-Operatives Supported by Government Guarantees

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ENDNOTES

1.  General Information

2.  Table of Amendments

3.  Explanatory Details

Version No. 001

Co-operatives National Law (Victoria) Local Regulations 2014

S.R. No. 3/2014

Version as at

3 March 2014

1Objectives

The objectives of these Regulations are to prescribe—

(a)certain matters for the purposes of the Co‑operatives National Law (Victoria) and the Co-operatives National Regulations (Victoria); and

(b)fees payable under the Co-operatives National Law (Victoria) and the Co‑operatives National Regulations (Victoria); and

(c)offences under the Co-operatives National Law (Victoria) as infringement offences and prescribe penalties for those infringement offences; and

(d)savings and transitional provisions for matters arising as a result of the enactment of the Co-operatives National Law Application Act 2013.

2Authorising provision

These Regulations are made under sections 28 and 29 of the Co-operatives National Law Application Act 2013.

3Commencement

These Regulations come into operation on 3 March 2014.

4Definitions

In these Regulations—

the Actmeans the Co-operatives National Law Application Act 2013.

5Unsuitable names for co-operatives

For the purposes of section 220(5) of the Co‑operatives National Law (Victoria) and regulation 3.7 of the Co-operatives National Regulations (Victoria), a name is to be regarded as an unsuitable name if the Registrar is satisfied that it is likely to mislead.

6Exemption from restriction on corporations registering a name including the word co-operative or similar words

(1)For the purposes of section 220(7) of the Co‑operatives National Law (Victoria), a corporation is exempt from section 220(4) of the Co-operatives National Law (Victoria) if the corporation is—

(a)a company that is permitted to use the expression building society, credit union or credit society under section 66 of the Banking Act 1959 of the Commonwealth; or

(b)a company that is a friendly society for the purposes of the Life Insurance Act 1995 of the Commonwealth; or

(c)a company or society formed or incorporated under any other Act before the commencement of the Co-operation Act 1953; or

(d)a corporation that is allowed under an Act to use the word "co-operative" or the abbreviation "co-op" in its name; or

(e)a corporation that is exempted by the Registrar by written notice from the operation of section 220(4) and that complies with any conditions to which that exemption is made subject.

(2)An exemption granted under subregulation (1)(e) may be limited as to time.

(3)The Registrar may vary the conditions of an exemption granted under subregulation (1)(e), or revoke the exemption by written notice to the corporation.

7Exemption from restriction on use of word co‑operative or similar words

(1)For the purposes of section 225(2) of the Co‑operatives National Law (Victoria), a person is exempt from section 225(1) of the Co-operatives National Law (Victoria) if the person is—

(a)a company that is permitted to use the expression building society, credit union or credit society under section 66 of the Banking Act 1959 of the Commonwealth; or

(b)a company that is a friendly society for the purposes of the Life Insurance Act 1995 of the Commonwealth; or

(c)a company or society formed or incorporated under any other Act before the commencement of the Co-operation Act 1953; or

(d)a corporation that is allowed under an Act to use the word "co-operative" or the abbreviation "co-op" in its name; or

(e)a person that is exempted by the Registrar by written notice from the operation of section 225(1) and that complies with any conditions to which that exemption is made subject.

(2)An exemption granted under subregulation (1)(e) may be limited as to time.

(3)The Registrar may vary the conditions of an exemption granted under subregulation (1)(e), or revoke the exemption by written notice to the person.

8Application for transfer

For the purposes of section 403(b) of the Co‑operatives National Law (Victoria), a co‑operative may apply to become registered, incorporated or otherwise established as a corporation under—

(a)the Associations Incorporation Reform Act 2012; or

(b)the Corporations (Aboriginal and Torres Strait Islander) Act 2006 of the Commonwealth; or

(c)any legislation of the Commonwealth that provides for the incorporation of a building society, credit union or friendly society.

9Examination of involved person

(1)For the purposes of section 522(4) of the Co‑operatives National Law (Victoria), the prescribed allowances to which an involved person is entitled are—

(a)for persons ordinarily receiving wages, salary, remuneration or fees—for each hour, or part of an hour, of attendance, the amount of wages, salary, remuneration or fees actually lost because of the person's attendance, but not exceeding $600 per day; or

(b)in any other case—the actual expenditure incurred (other than expenses to which the person is entitled under subregulation (2)), but not exceeding $150 for any one day.

(2)For the purposes of section 522(4) of the Co‑operatives National Law (Victoria), the prescribed expenses to which an involved person is entitled are—

(a)for travelling expenses to and from a person's usual place of residence or business and the place of attendance—

(i)the amount actually paid; or

(ii)an amount calculated at 18 cents per kilometre travelled—

whichever is the lesser; and

(b)for accommodation and meals, if a person is required to be absent overnight from the person's usual place of residence—

(i)the amount actually paid; or

(ii)an amount not exceeding $220 for any one night—

whichever is the lesser.

10Procedures regarding giving of exemptions

For the purposes of section 621 of the Co‑operatives National Law (Victoria), an application for an exemption must be made—

(a)in writing; and

(b)within a reasonable time before the event or the occurrence of the matter for which the exemption is sought.

11Prescribed fees

(1)For the purposes of a provision of the Co‑operatives National Law (Victoria) specified in Column 2 of Schedule 1, the prescribed fee is the amount specified in Column 4 of that Schedule.

(2)For the purposes of regulation 1.4(5) of the Co‑operatives National Regulations (Victoria), the prescribed fee is 19·5 fee units.

(3)For the purposes of regulations 5(1)(e) and 6(1)(e) of these Regulations, the prescribed fee is 19·5 fee units.

(4)The Registrar may waive, reduce or refund any fee payable under the Co-operatives National Law (Victoria) and Co-operatives National Regulations (Victoria) if, in the opinion of the Registrar, there are special circumstances that apply.

12Infringement penalties

(1)For the purposes of section 27(1) of the Act, an offence committed against a provision of the Co‑operatives National Law (Victoria) specified in Column 2 of Schedule 2 is prescribed as an infringement offence.

(2)For the purposes of section 27(3) of the Act, the prescribed infringement penalty for an offence against a provision specified in Column 2 of Schedule 2 is the amount specified in Column 4 of that Schedule.

(3)A description of an offence in Column 3 of Schedule 2, opposite a provision specified in Column 2, is for convenience of reference only and is not to be taken to affect the nature or elements of the offence to which it refers or the operation of these Regulations.

13Model rules for government guarantee co-operatives

For the purposes of section 28A of the Act, the model rules for a co-operative in respect of which a government guarantee exists under Division 6 of Part 3 of the Co-operatives Act 1996 are those prescribed by Schedule 7 to the Co‑operatives National Regulations (Victoria), subject to the modifications prescribed by Schedule 3.

Note

Due to section 37 of the Act, the repeal of the Co‑operatives Act 1996 does not affect the operation of Division 6 of Part 3 of that Act and that Division continues to operate as if that Act had not been repealed.

14Co-operative may continue to operate under old rules

(1)Subject to subregulation (2), a co-operative may continue to operate under the rules applying to that co-operative which were immediately in force before the commencement of the Act (old rules).

(2)While a co-operative is operating under old rules—

(a)if there is any inconsistency between a provision of the old rules and the Act, the Co‑operatives National Law (Victoria), the Co-operatives National Regulations (Victoria) or these Regulations, the provision of the Act, the Co-operatives National Law (Victoria), the Co-operatives National Regulations (Victoria) or these Regulations prevail;

(b)if there is any reference in the old rules to a requirement contained in the Co-operatives Act 1996 or the Co-operatives Regulations 2008, that reference is to be read as a reference to the equivalent requirement contained in the Act, the Co‑operatives National Law (Victoria), the Co-operatives National Regulations (Victoria) or these Regulations;

(c)if there is any reference in the old rules to the co-operative being a trading co-operative, that reference is to be read as a reference to the co-operative being a distributing co‑operative, and if there is any reference to the co-operative being a non-trading co‑operative, that reference is to be read as a reference to the co-operative being a non‑distributing co-operative.

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SCHEDULES

SCHEDULE 1

Regulation 11

PRESCRIBED FEES

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
1	section 23(1)(a)	Submission of draft rules to the Registrar before the formation meeting	5·5 fee units
2	section 23(1)(b)	Submission of a draft formation disclosure statement to the Registrar	19·5 fee units
3	section 26(1)(b)(ii)	Application for registration of a proposed co‑operative	2·2 fee units
4	section 31(b)(ii)	Application for registration of existing corporation	2·2 fee units
5	section 37(b)(ii)	Issue of duplicate certificate	2·2 fee units
6	section 60	Application to the Registrar for an amendment of rules requiring prior approval of the Registrar	5·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
7	section 63(2)	Application for registration of an amendment of the rules	2·2 fee units per rule up to a maximum fee of 11·6 fee units
8	section 63(4)	Application for certificate of rule change	2·2 fee units
9	section 71	Application for exemption from disclosure statement requirements for distributing co‑operatives	5·5 fee units
10	section 82(3)(a)	Application to register a disclosure statement to accompany a proposal to require a member to take up or subscribe for additional shares	19·5 fee units
11	section 119(4)	Application to extend the period during which a co‑operative can carry on business with fewer than the minimum number of members	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
12	section 152(3)	Application to determine a member's eligibility to vote	19·5 fee units
13	section 171	Application for exemption from provisions relating to the entitlements of former members of distributing co-operatives	19·5 fee units
14	section 213(1)(d)	Application to keep the co‑operative's register at a location approved by the Registrar	5·5 fee units
15	section 221(1)	Application to omit the word Limited or the abbreviation Ltd from the name of a co‑operative	11·6 fee units
16	section 222(e)	Application to use an abbreviation or elaboration of the name of a co-operative	5·5 fee units
17	section 224	Application to change the name of a co‑operative	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
18	section 226(6)	Application for an exemption from the requirements of section 226(3) of the Co‑operatives National Law (Victoria)	5·5 fee units
19	section 233(2)	Application for a review by the Registrar of a member's right to vote	19·5 fee units
20	section 243(2)(c)(ii)	Filing fee for registration of each special resolution	5·5 fee units per resolution up to a maximum fee of 11·6 fee units
21	section 244(3)	Application for a certificate of registration of a special resolution	2·2 fee units
22	section 248(3)	Application for the approval of a disclosure statement for the purpose of a special postal ballot	19·5 fee units
23	section 289	Lodgement of annual report by large co‑operative	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
24	section 293	Lodgement of annual return by small co‑operative	5·5 fee units
25	section 316	Application for an exemption relating to an individual co‑operative	19·5 fee units
26	section 319	Application for an exemption relating to non‑auditors and former members of audit firms or companies	19·5 fee units
27	section 322	Application for an exemption from the Co‑operatives National Regulations (Victoria)	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
28	section 337	Lodgement of disclosure documents for issue of debentures required for the purposes of the Corporations application legislation applied by section 337 of the Co‑operatives National Law (Victoria)	171·2 fee units
29	section 337	Application for exemption or modification of disclosure provisions under Chapter 6D of the Corporations Act 2001 as applied by section 337 of the Co‑operatives National Law (Victoria)	84 fee units
30	section 338(3)	Application for the approval of a disclosure statement concerning the issue of debentures	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
31	section 343(3)(a)	Application to the Registrar for approval of a disclosure statement concerning a compulsory loan by members to a co-operative	19·5 fee units
32	section 343(10)	Application to the Registrar for an exemption from section 343 of the Co‑operatives National Law (Victoria)	19·5 fee units
33	section 350	Application to the Registrar for approval of the issue of Co‑operative Capital Units	19·5 fee units
34	section 359(3)	Application to the Registrar for an exemption from provisions concerning the acquisition and disposal of assets of the co‑operative	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
35	section 363(2)	Application for an exemption from provisions concerning the maximum permissible level of share interest	19·5 fee units
36	section 372	Application for an exemption from the operation of Division 1 of Part 3.5 of the Co-operatives National Law (Victoria)	19·5 fee units
37	section 374(1)(b)	Application for an approval of share offers to which Division 2 of Part 3.5 of the Co-operatives National Law (Victoria) apply	171·2 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
38	section 376(5)	Application to the Registrar to extend the time permitted for the Board to consider a share offer of the kind specified in section 373(1) of the Co‑operatives National Law (Victoria)	19·5 fee units
39	section 380	Application for an exemption from the operation of Division 2 of Part 3.5 of the Co-operatives National Law (Victoria)	84 fee units
40	section 396(2)	Application to the Registrar for consent to the procedure for a proposed merger or transfer of engagements	5·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
41	section 397(2)	Application for approval of a disclosure statement concerning a proposed merger or transfer of engagements	19·5 fee units
42	section 397(4)	Application for an exemption from the requirement for a disclosure statement concerning a proposed merger or transfer of engagements	19·5 fee units
43	section 398(1)	Application for the approval of a merger or transfer of engagements	5·5 fee units
44	section 404(4)	Application for an exemption from the requirements that must be met before an application can be made for a transfer of incorporation	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
45	section 416(1)(a)	Application to the Registrar for permission for a shorter notice period to the Registrar of the hearing of an application for a binding compromise or arrangement	2·2 fee units
46	section 418(1)(f)	Application for an exemption from the prohibition on an officer or promoter of a co‑operative or related corporation being appointed to administer a compromise or arrangement	19·5 fee units
47	section 424(1)(b)	Application to the Registrar for a statement that the Registrar has no objection to a compromise or arrangement	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
48	section 425(4)	Filing of an office copy of an order made by the Supreme Court under section 425 of the Co‑operatives National Law (Victoria) with the Registrar	2·2 fee units
49	section 428(1)	Application for the approval of an explanatory statement	84 fee units
50	section 445(3)	Application for an exemption from compliance with the restrictions placed on voluntary winding up	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
51	section 453	Application to the Registrar to exercise powers under Corporations application legislation relating to deregistered co‑operatives as applied under section 453 of the Co‑operatives National Law (Victoria)	19·5 fee units
52	section 476(2)(a)	Application to the Registrar for consent to a proposed procedure for approving a merger or transfer of engagements involving a participating co‑operative	5·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
53	section 477(2)	Application for approval of a disclosure statement concerning a merger or transfer of engagements involving a participating co‑operative	19·5 fee units
54	section 477(4)	Application for an exemption from the requirement for a disclosure statement for a merger or transfer of engagements involving a participating co‑operative	19·5 fee units
55	section 478(1)	Application for approval of a merger or transfer of engagements that involves a participating co‑operative	19·5 fee units
56	section 531(1)(a)	Application to the Registrar to call a special meeting	19·5 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
57	section 531(1)(b)	Application to the Registrar to hold, or appoint an inspector to hold, an inquiry	37·4 fee units
58	section 588	Application to the Registrar for certificate evidence	5·5 fee units
59	section 601(1)(a)	Inspection of register of co‑operatives	2·2 fee units
60	section 601(1)(b)	Inspection of document kept by Registrar	2·2 fee units
61	section 601(1)(c)	Obtaining extract from register of co‑operatives	2·2 fee units
62	section 601(1)(d)	Obtaining certified copy of document kept by Registrar	2·2 fee units for the first page and $3 for every subsequent page up to a maximum fee of 11·6 fee units
63	section 601(1)(e)	Obtaining copy of document kept by Registrar	1·6 fee units for the first page and $2 for every subsequent page up to a maximum of 7·8 fee units

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Fee
64	section 609(1)	Application to the Registrar to grant an extension or shortening of time limits	5·5 fee units
65	section 611(2)(c)(iii)	Application for permission from the Registrar to allow a co‑operative to effect service to a member by publishing a notice in a relevant newspaper	5·5 fee units

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SCHEDULE 2

Regulation 12

PRESCRIBED INFRINGEMENT OFFENCES AND PENALTIES

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Infringement Penalty
1	section 116	Failure to make available for inspection by board of directors list of shareholders or list of members	$500
2	section 120(2)	Failure to ensure name of person admitted to membership recorded in register within 28 days	$500
3	section 212	Failure to keep proper register	$500
4	section 214(6)	Failure to permit or assist member to inspect copy document to which member entitled	$500
5	section 214(8)	Failure to keep prescribed documents with registers and make them available for inspection	$500

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Infringement Penalty
6	section 216	Failure to give notice that complies with section 216(2) to Registrar of appointment or cessation of director, chief executive officer or secretary	$500
7	Section 217	Failure to send to Registrar, on request, list of members and particulars	$500
8	section 219	Failure to furnish special return to Registrar on request	$500
9	section 220(4)	Corporation formed or incorporated under an Act of this jurisdiction other than this Act registered under that Act by a name which includes the word "Co‑operative" or "Cooperative" or the abbreviation "Co‑op" or "Coop"	$500

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Infringement Penalty
10	section 223	Failure to include name in legible characters on the co‑operative's seal or in all notices, advertisements, other official publications or business documents	$500
11	Section 226(1)	Failure to have a registered office	$500
12	section 226(3)	Failure to display notice stating name of co-operative and identification as registered office at registered office	$500
13	section 226(4)	Failure to give Registrar written notice of change of address of registered office within 28 days	$500

Column 1 Item	Column 2 Provision of Co-operatives National Law (Victoria)	Column 3 Description	Column 4 Prescribed Infringement Penalty
14	section 243(1)	Failure to file a special resolution with the Registrar in accordance with section 243(2)	$500
15	section 265(2)	Failure to retain financial records for 7 years	$625
16	section 289	Failure to send an annual report to Registrar within the required period (large co‑operative)	$625
17	section 290	Failure to lodge a half-year report within the required period	$625
18	section 293	Failure to send an annual return to Registrar within the required period each year (small co-operative)	$250

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SCHEDULE 3

Regulation 13

MODEL RULES FOR CO-OPERATIVES SUPPORTED BY GOVERNMENT GUARANTEES

1For the purposes of regulation 13, the following modifications apply to the model rules set out in Schedule 7 to the Co-operatives National Regulations (Victoria).

2After model rule 3 insert—

"3A   Objects

The objects of the co-operative are expressly restricted to—

(a)acquiring and providing and maintaining lands and buildings and providing furnishings, requisites and equipment for education, recreation or other community purposes and to promoting and assisting clubs, co-operatives or in particular the school council for any such purpose; and

(b)promoting and carrying out any charitable or benevolent purpose; and

(c)doing all such things calculated to improve the conditions of community life—

and there is an express prohibition on acting beyond the preceding objects.

3BPowers incidental to objects

The co-operative shall have the following powers—

(a)to raise money on loan for any objects of the co‑operative; and

(b)subject to first obtaining the Treasurer's approval, to acquire shares in any other co‑operative.".

3In model rule 4(1), for the primary activities of the co-operative insert—

"to underwrite or in some manner provide security, partially or fully, for a loan for a community benefit that is guaranteed by the State of Victoria.".

4In model rule 4(2), for the active member requirements insert—

"hold a share in the co-operative and be a parent of a child attending, an employee, or a supporter of, the institution receiving the benefit of the loan that is guaranteed by the State of Victoria.".

5Model rule 12(3)(c) is omitted.

6For model rule 14 substitute—

"14   Fines

The co-operative will refrain in all circumstances from exercising the power provided by section 126 of the Co-operatives National Law (Victoria) to fine members.".

7For model rule 16, substitute—

"16   Capital and shares (CNL ss76 to 82)

(1)The capital of the co-operative must be raised by the issue of shares of nominal value of $1 each.

(2)Every member shall hold at least five (5) shares paid up to the value of 10 cents on each share, but no member shall hold shares exceeding the nominal value of $1500.00, nor shall any member hold more than 20 per cent of the shares in the co‑operative.

(3)A share in the co-operative does not carry a vote.

(4)The right to vote in the co-operative is attached to membership and governed by section 228 of the Law.

Note

Under section 82 of the Law, the co-operative is authorised to require members of a distributing co‑operative to take up or subscribe for additional shares under a proposal approved by special resolution.".

8For model rule 17(1) substitute—

"(1)Except with the consent of the Registrar or at the direction of the Registrar, the co‑operative must not make calls on any amount unpaid on shares while any part of the loan to which the guarantee relates is still owing.".

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ENDNOTES

1.     General Information

The Co-operatives National Law (Victoria) Local Regulations 2014, S.R. No. 3/2014 were made on 18 February 2014 by the Governor in Council under sections 28 and 29 of the Co-operatives National Law Application Act 2013, No. 9/2013 and came into operation on 3 March 2014: regulation 3.

The Co-operatives National Law (Victoria) Local Regulations 2014 will sunset 10 years after the day of making on 18 February 2024 (see section 5 of the Subordinate Legislation Act 1994).

2.     Table of Amendments

There are no amendments made to the Co-operatives National Law (Victoria) Local Regulations 2014 by statutory rules, subordinate instruments and Acts.

3.     Explanatory Details

Fee Units

These Regulations provide for fees by reference to fee units within the meaning of the Monetary Units Act 2004.

The amount of the fee is to be calculated, in accordance with section 7 of that Act, by multiplying the number of fee units applicable by the value of a fee unit.

The value of a fee unit for the financial year commencing 1 July 2013 is $12.84.  The amount of the calculated fee may be rounded to the nearest 10 cents.

The value of a fee unit for future financial years is to be fixed by the Treasurer under section 5 of the Monetary Units Act 2004.  The value of a fee unit for a financial year must be published in the Government Gazette and a Victorian newspaper before 1 June in the preceding financial year.