(c) the board must send the requested statement to the requisitioning members within 7 days after the request for the statement is made; (d) the meeting convened by the requisitioning members must be held not later than 3 months after the requisition is served; (e) any reasonable expenses incurred by the requisitioning members because of the board’s failure to convene the meeting must be paid by the cooperative; (f) any amount required to be paid by the cooperative under paragraph (e) must be retained by the cooperative out of any money due from the cooperative by way of fees or other remuneration in respect of their services to such of the directors as were in default. 209Minutes (1) Minutes of each general meeting, board meeting and subcommittee meeting must be entered in the appropriate records within 28 days after the meeting and confirmed at and signed by the chairperson of the next succeeding meeting. (2) The minutes of each general meeting must be available for inspection by members. (3) The rules may provide that the minutes of board meetings and subcommittee meetings be available for inspection by members. (4) Minutes must be kept in the English language. PART 9Management and administration of cooperativesDivision 1The board210Board of directors (1) Subject to this Act and the rules of the cooperative, the business of a cooperative is to be managed by a board of directors. (2) The board of directors may exercise all the powers of the cooperative that are not, by this Act or the rules of the cooperative, required to be exercised by the cooperative in general meeting. (3) The acts of a director are valid despite any defect that may afterwards be discovered in his or her appointment or qualification. 211Election of directors (1) Except as provided in subsections (2) , (3) and (4) , the directors of a cooperative are to be elected in the manner specified in the rules of the cooperative. (2) The first directors of – (a) a cooperative formed under this Act are to be elected at its formation meeting; and (b) a cooperative which was a body corporate incorporated under another Act are to be the directors in office at the date of registration under this Act. (3) If so authorised by the rules of the cooperative, a board of directors may appoint a person to fill a casual vacancy in the office of a director until the next annual general meeting. (4) A motion approving or nominating for election 2 or more persons as directors by a single resolution must not be made at a meeting of a cooperative unless a resolution that it be so made has first been agreed to by the meeting without any vote being given against it. (5) If a resolution is passed following a motion in contravention of subsection (4) – (a) the resolution is void; and (b) there is no provision for the automatic re-election of retiring directors in default of another election. (6) This section does not apply to a resolution altering the rules to prevent the election of 2 or more directors by ballot. (7) A nomination for election or appointment to the office of a director must provide details of the qualifications and experience of the person nominated. (8) Except as specified in this Act or in the rules of a cooperative, a director is eligible for re-election at the expiration of his or her term of office. 212Qualification of directors (1) A person is not qualified to be a director of a cooperative unless he or she is – (a) a member of the cooperative or a representative of a body corporate which is a member of the cooperative ("member director"); or (b) an employee of the cooperative or a person qualified as provided by the rules ("independent director"). (2) The majority of directors must be member directors. (3) Subsection (2) does not prevent the rules requiring that a greater number of directors than a majority must be member directors. 213Disqualified persons (1) A person must not act as a director or directly or indirectly take part in or be concerned with the management of a cooperative if the person – (a) is the auditor of the cooperative or a partner, employee or employer of the auditor; or (b) has been convicted, whether before or after the commencement of this section, within or outside Tasmania – (i) on indictment of an offence in connection with the promotion, formation or management of a body corporate; or (ii) of an offence involving fraud or dishonesty punishable on conviction by imprisonment for a period of not less than 3 months; or (iii) of any offence under section 232, 344, 590, 592, 704, 705 or 996 of the Corporations Law of Tasmania or under any provision of a law in force in another State or in a Territory that corresponds with any of those sections; or (iv) of any offence under any provision of a previous law of Tasmania or of another State or a Territory with which any of the provisions referred to in subparagraph (iii) corresponds, within a period of 5 years after the conviction or, if sentenced to imprisonment, after his or her release from prison, except with the leave of the Supreme Court. Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(2) A person must not act as a director or directly or indirectly take part in or be concerned with the management of a cooperative if the person – (a) has been convicted of any offence under this Act, within a period of 5 years after the conviction, except with leave of the Supreme Court; or (b) is prohibited from being a director of a company under section 599 of the Corporations Law of Tasmania; or (c) is an insolvent under administration (as defined in the Corporations Law); or (d) is prohibited from managing a corporation by an order under section 1317EA of the Corporations Law, as adopted under this Act. Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(3) In any proceeding for an offence against subsection (1) , a certificate by a prescribed authority stating that a person was released from prison on a specified date is, in the absence of evidence to the contrary, proof that that person was released from prison on that date. (4) A person who intends to apply for leave of the Supreme Court must give the Commissioner at least 21 days notice of his or her intention. (5) The Supreme Court may grant leave subject to any condition or limitation it considers appropriate. (6) A person must comply with any condition or limitation subject to which leave is granted.Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(7) On the application of the Commissioner the Supreme Court may revoke its leave. (8) Subject to this section, section 599 of the Corporations Law of Tasmania is adopted as far as is applicable to cooperatives and applies with any modifications that are necessary and any other modifications that are prescribed. 214Meeting of the board of directors (1) Meetings of the board of directors must be held at least once every 3 months and may be held as often as may be necessary. (2) A meeting of the board of directors may be called by a director giving notice individually to every other director. (3) A meeting of the board of directors may be called or held using any technology consented to by the board and the consent may be a standing one. (4) A quorum of a meeting of the board of directors is 50% of the number of directors or such greater number of the directors as is specified in the rules. (5) However, for a quorum, the member directors must outnumber the independent directors by at least one or, if a greater number is stated in the rules of the cooperative, the greater number. (6) The chairperson of the board may be elected either by the board or at a general meeting of the cooperative, and is to be elected, hold office, and retire, and may be removed from office, as provided by the rules of the cooperative. 215Transaction of business outside meetings (1) The board of a cooperative may, if it thinks fit, transact any of its business by the circulation of papers among all of the directors of the board. (2) A resolution in writing approved in writing by a majority of the directors of the board is to be taken to be a decision of the board. (3) Separate copies of a resolution may be distributed for signing by the directors if the wording of the resolution and approval is identical in each copy. (4) For the purpose of the approval of a resolution under this section, the chairperson of the board and each director of the board have the same voting rights as they have at an ordinary meeting of the board. (5) The resolution is approved when the last director required for the majority signs. (6) A resolution approved under this section must be recorded in the minutes of the meetings of the board within 28 days after the resolution is approved. (7) Papers may be circulated among directors of the board for the purposes of this section by facsimile or other transmission of the information in the papers concerned. 216Deputy directors (1) In the absence of a director from a meeting of the board, a person appointed by the board in accordance with the rules of the cooperative concerned to act as a deputy for that director may act in the place of that director. (2) The rules of the cooperative may include provisions regulating the term of office, vacation of or removal from office, and remuneration of a deputy. 217Delegation by board (1) If the rules of a cooperative so provide, the board may, by resolution, delegate the exercise of such of the board’s functions (other than this power of delegation) as are specified in the resolution – (a) to a director; or (b) to a committee of 2 or more directors; or (c) to a committee of members of the cooperative; or (d) to a committee of members of the cooperative and other persons if members comprise the majority of persons on the committee. (2) The cooperative or the board may, by resolution, revoke wholly or in part a delegation under this section. (3) A function, the exercise of which has been delegated under this section, may be exercised from time to time in accordance with the terms of the delegation while the delegation remains unrevoked. (4) A delegation under this section may be made subject to conditions or limitations as to the exercise of any of the functions delegated, or as to time or circumstance. (5) Despite any delegation under this section, the board may continue to exercise all or any of the functions delegated. 218Removal from and vacation of office (1) The directors hold office and must retire, and may be removed from office, as provided by the rules of the cooperative. (2) A director vacates office in the circumstances (if any) provided in the rules of the cooperative and in any of the following cases: (a) if the director is disqualified from being a director as provided by section 213 ; (b) if the director absents himself or herself from 3 consecutive ordinary meetings of the board without its leave; (c) if the director resigns the office of director by written notice given by the director to the cooperative; (d) if the director is removed from office by special resolution of the cooperative; (e) if the person ceases to hold the qualification by reason of which the person was qualified to be a director; (f) if an administrator of the cooperative’s affairs is appointed under Division 5 of Part 12 . Division 2Secretary219Secretary (1) A cooperative must have a secretary. (2) The board of the cooperative is to appoint the secretary. (3) The board may appoint a person to act as the secretary during the absence or incapacity of the secretary. (4) A person is not qualified to be appointed as, or to act as, the secretary unless the person is an adult who ordinarily lives in Australia. Division 3Duties and liabilities of directors, officers and employees220Meaning of "officer"In this Division, officer, in relation to a cooperative, means – (a) a director or secretary of the cooperative; or (b) a person who is concerned, or takes part, in the management of the cooperative, whether or not as a director; or (c) a receiver, or receiver and manager, of property of the cooperative, or any other authorised person who enters into possession or assumes control of property of the cooperative for the purpose of enforcing any charge; or (d) an administrator of a deed of arrangement executed by the cooperative; or (e) a liquidator or provisional liquidator appointed in a voluntary winding-up of the cooperative; or (f) an administrator of the cooperative appointed under Part 5.3A of the Corporations Law as adopted and applying under this Act; or (g) a trustee or other person administering a compromise or arrangement made between the cooperative and another person or other persons. 221Officers must act honestly (1) An officer of a cooperative must at all times act honestly in the exercise of his or her powers and the discharge of the duties of his or her office, both in the State and elsewhere. (2) The penalty applicable to a contravention of this section is – (a) if the contravention was committed with intent to deceive or defraud the cooperative, members or creditors of the cooperative or creditors of any other person or for any other fraudulent purpose, a fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both; or (b) in any other case, a fine not exceeding 60 penalty units. 222Standard of care and diligence required (1) In the exercise of his or her powers and the discharge of his or her duties, an officer of a cooperative must exercise the degree of care and diligence that a reasonable person in a like position in a cooperative would exercise in the cooperative’s circumstances.Penalty: Fine not exceeding 20 penalty units.
(2) An officer is not liable to be convicted for a contravention of this section if the cooperative has resolved by ordinary resolution to forgive the contravention. 223Improper use of information or position (1) An officer or employee or former officer or employee of a cooperative or a member of a committee referred to in section 217(1) must not make improper use of information acquired by reason of his or her position as such an officer or employee or member to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the cooperative. (2) An officer or employee of a cooperative or a member of a committee referred to in section 217(1) must not make improper use of his or her position as an officer or employee or member to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the cooperative. (3) The penalty applicable to a contravention of this section is – (a) if the contravention was committed with intent to deceive or defraud the cooperative, members or creditors of the cooperative or creditors of any other person or for any other fraudulent purpose, a fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both; or (b) in any other case, a fine not exceeding 60 penalty units. 224Court may order payment of compensation (1) If the court that convicts a person for a contravention of a provision of this Division is satisfied that a cooperative has suffered loss or damage as a result of the act or omission that constituted the offence, the court may (in addition to imposing a penalty) order the convicted person to pay a specified amount of compensation to the cooperative. (2) An order under subsection (1) may be enforced as if it were a judgment of that court. 225Recovery of damages by cooperative (1) If a person contravenes a provision of this Division in relation to a cooperative, the cooperative may, whether or not the person has been convicted of an offence in respect of that contravention, recover an amount from the person as a debt due to the cooperative. (2) The amount that the cooperative is entitled to recover from the person is – (a) if the person or any other person made a profit as a result of the contravention, an amount equal to that profit; and (b) if the cooperative has suffered loss or damage as a result of the contravention, an amount equal to that loss or damage. 226Other duties and liabilities not affectedThis Division has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person by reason of the person’s office or employment in relation to a cooperative and does not prevent the institution of any civil proceedings in respect of a breach of such a duty or in respect of such a liability. 227Indemnification of officers and auditors (1) Any provision, whether contained in the rules or in a contract with a cooperative or elsewhere, for exempting any officer or auditor of the cooperative from, or indemnifying the officer or auditor against, any liability that by law would otherwise attach to the officer or auditor in respect of any negligence, default, breach of duty or breach of trust of which the officer or auditor may be guilty in relation to the cooperative is void. (2) Subsection (1) does not apply in relation to a contract of insurance. (3) Despite subsection (1) , a cooperative may, pursuant to its rules or otherwise, indemnify an officer or auditor against any liability incurred by the officer or auditor in defending any proceedings, whether civil or criminal, in which judgment is given in the officer’s or auditor’s favour or in which the officer or auditor is acquitted or in connection with any application in relation to any such proceedings in which relief is under this section granted to the officer or auditor by the court. (4) If in proceedings for negligence, default or breach of duty against an officer or auditor of a cooperative it appears to the court that the person is or may be liable in respect of the negligence, default or breach of duty but acted honestly and reasonably and that, having regard to all the circumstances of the case (including those connected with the person’s appointment), the person ought fairly to be excused for the negligence, default or breach of duty, the court may relieve the person, either wholly or partly, from the person’s liability on such terms as the court thinks fit. (5) If an officer or auditor of a cooperative has reason to believe that any claim will or might be made against him or her in respect of any negligence, default or breach of duty in relation to the cooperative, the person may apply to the Supreme Court for relief, and the Supreme Court then has the same power to relieve the person as it would have under this section if it had been a court before which proceedings against the officer or auditor for negligence, default or breach of duty had been brought. (6) If any case to which subsection (4) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if satisfied that the defendant should in pursuance of that subsection be relieved either wholly or partly from the liability sought to be enforced against him or her, withdraw the case in whole or in part from the jury and direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge thinks proper. (7) In this section, officer includes an employee of a cooperative and any other person empowered under the rules of the cooperative to give directions in regard to the business of the cooperative. 228Adoption of Corporations Law provisions concerning officers of cooperatives (1) The provisions of sections 344, 589 to 598 and 1307 of the Corporations Law are adopted by this section and apply to and in respect of a cooperative in the same way as they apply to and in respect of a company. (2) Those provisions apply with any modifications that are prescribed and as if – (a) a reference in those provisions to a company were a reference to a cooperative; and (b) a reference in those provisions to the Commission were a reference to the Commissioner. Division 4Restrictions on directors and officers229Directors' remunerationA director of a cooperative must not be paid any remuneration for services as a director other than fees, concessions and other benefits that are approved at a general meeting of the cooperative. 230Certain financial accommodation to officers prohibited (1) An officer of a cooperative who is not a director of the cooperative must not obtain financial accommodation from the cooperative other than – (a) with the approval of a majority of the directors; or (b) under a scheme about providing financial accommodation to officers that has been approved by a majority of the directors. Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(2) For the purposes of this section, financial accommodation is taken to be obtained by an officer of a cooperative if it is obtained by – (a) a proprietary company in which the officer is a shareholder or director; or (b) a trust of which the officer is a trustee or beneficiary; or (c) a trust of which a body corporate is trustee if the officer is a director or other officer of the body corporate. (3) A cooperative must not give financial accommodation to an officer of the cooperative if – (a) by giving the financial accommodation, the officer would contravene this section; and (b) the cooperative knows or should reasonably know of the contravention. Penalty: Fine not exceeding 500 penalty units.
231Financial accommodation to directors and associates (1) In this section, associate, of a director, means – (a) the director’s spouse; or (b) a person when acting in the capacity of trustee of a trust under which – (i) the director or director’s spouse has a beneficial interest; or (ii) a body corporate mentioned in paragraph (c) has a beneficial interest; or (c) a body corporate if – (i) the director or director’s spouse has a material interest in shares in the body corporate; and (ii) the nominal value of the shares is not less than 10% of the nominal value of the issued share capital of the body corporate. (2) For the purposes of this section, a person has a "material interest" in a share in a body corporate if – (a) the person has power to withdraw the share capital subscribed for the share or to exercise control over the withdrawal of that share capital; or (b) the person has power to dispose of or to exercise control over the disposal of the share; or (c) the person has power to exercise or to control the exercise of any right to vote conferred on the holder of the share. (3) A cooperative must not provide financial accommodation to a director, or to a person the cooperative knows or should reasonably know is an associate of a director, unless – (a) the accommodation is – (i) approved under subsection (4) ; or (ii) given under a scheme approved under subsection (4) ; or (iii) provided on terms no more favourable to the director or associate than the terms on which it is reasonable to expect the cooperative would give if dealing with the director or associate at arms-length in the same circumstances; and (b) the directors have approved the accommodation, at a meeting of the board at which a quorum was present, by a majority of at least two-thirds of the directors present and voting on the matter. Penalty: Fine not exceeding 500 penalty units.
(4) For the purposes of subsection (3)(a)(i) and (ii) , financial accommodation or a scheme is approved if – (a) it is approved by a resolution passed at a general meeting; and (b) the full details of the accommodation or scheme were made available to members at least 21 days before the meeting. (5) A director or an associate of a director who obtains financial accommodation given in contravention of subsection (3) is guilty of an offence and liable on summary conviction to a fine not exceeding 240 penalty units or to imprisonment for a term not exceeding 2 years, or both. (6) For the purposes of this section, a concessional rate of interest for a borrower from a cooperative is a normal term only if the borrower is entitled to the concession by being a member of a class of borrowers from the cooperative specified in its rules as being entitled to the concession. (7) If a director of a cooperative or an associate of a director accepts in payment of a debt owed by a member of the cooperative to the director or associate any proceeds of financial accommodation provided to the member by the cooperative, this section has effect as if the financial accommodation has been provided to the director or associate. (8) In this section, a reference to – (a) the provision of financial accommodation to a director or an associate of a director; or (b) the obtaining of financial accommodation by a director or an associate of a director; or (c) a debt owed to a director or an associate of a director – includes a reference to a provision of financial accommodation to, or an obtaining of financial accommodation by, the director or associate, or a debt owed to the director or associate, jointly with another person. 232Restriction on directors of certain cooperatives selling land to cooperativeA director of a cooperative the primary activity of which is or includes the acquisition of land in order to settle or retain people on the land and of providing any community service or benefit must not sell land to the cooperative except pursuant to and in accordance with a special resolution of the cooperative. 233Management contracts (1) In this section, management contract means a contract or other arrangement under which – (a) a person who is not an officer of the cooperative agrees to perform the whole, or a substantial part, of the functions of the cooperative, whether under the control of the cooperative or not; or (b) a cooperative agrees to perform the whole or a substantial part of its functions – (i) in a particular way; or (ii) in accordance with the directions of any person; or (iii) subject to specified restrictions or conditions. (2) A cooperative must not enter into a management contract unless that contract has first been approved by special resolution. (3) A management contract entered into in contravention of subsection (2) is void. Division 5Declaration of interests234Declaration of interest (1) A director of a cooperative who is or becomes in any way (whether directly or indirectly) interested in a contract or proposed contract with the cooperative must declare the nature and extent of the interest to the board of directors under this section.Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(2) In the case of a proposed contract, the declaration must be made – (a) at the meeting of the board at which the question of entering into the contract is first considered; or (b) if the director was not at that time interested in the proposed contract, at the next meeting of the board held after the director becomes interested in the proposed contract. (3) If a director becomes interested in a contract with the cooperative after it is made, the declaration must be made at the next meeting of the board held after the director becomes interested in the contract. (4) For the purposes of this section, a general written notice given to the board by a director to the effect that the director – (a) is a member of a specified entity; and (b) is to be regarded as interested in any contract which may, after the giving of the notice, be made with the entity – is a sufficient declaration. (5) A director of a cooperative who holds an office or has an interest in property whereby, whether directly or indirectly, duties or interests might be created that could conflict with the director’s duties or interests as director must, under subsection (6) , declare at a meeting of the board of directors the fact and the nature, character and extent of the conflict.Penalty: Fine not exceeding 240 penalty units or imprisonment for a term not exceeding 2 years, or both.
(6) A declaration required by subsection (5) in relation to holding an office or having an interest must be made by a person – (a) if the person holds the office or has the interest when he or she becomes a director, at the first meeting of the board held after – (i) the person becomes a director; or (ii) the relevant facts as to holding the office or having the interest come to the person’s knowledge – whichever is the later; or (b) if the person starts to hold the office or acquires the interest after the person becomes a director, at the first meeting of the board held after the relevant facts as to holding the office or having the interest come to the person’s knowledge. (7) If a director has made a declaration under this section then, unless the board otherwise determines, the director must not – (a) be present during any deliberation of the board in relation to the matter; or (b) take part in any decision of the board in relation to the matter. (8) For the purposes of the making of a determination of the board under subsection (7) in relation to a director who has made a declaration under this section, the director must not – (a) be present during any deliberation of the board for the purpose of making the determination; or (b) take part in the making by the board of the determination. 235Declarations to be recorded in minutesEvery declaration under this Division is to be recorded in the minutes of the meeting at which it was made. 236Division does not affect other laws or rulesExcept as provided in section 237 , this Division is in addition to, and not in derogation of, the operation of any rule of law or any provision in the rules of the cooperative restricting a director from having any interest in contracts with the cooperative or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as director. 237Certain interests need not be declaredThe interest in a contract or proposed contract that a director is required by this Division to declare does not include an interest in – (a) a contract or proposed contract for a purchase of goods and services by the director from the cooperative; or (b) a lease of land to the director by the cooperative; or (c) a contract or proposed contract for the sale of agricultural products or livestock by the director to the cooperative; or (d) a contract or proposed contract that, pursuant to the rules of the cooperative, may be made between the cooperative and a member; or (e) a contract or proposed contract of a class of contracts prescribed for the purposes of this section – that is made in good faith, in the ordinary course of the business of the cooperative, and on such terms as are usual and proper in similar dealings between the cooperative and its members. Division 6Accounts and audit238Requirements for accounts and financial records (1) A cooperative must – (a) keep financial records and prepare accounts and consolidated accounts as required by the regulations; and (b) ensure that those accounts are audited in accordance with the regulations. Penalty: Fine not exceeding 20 penalty units.
(2) Without limiting the matters for which regulations under this section may make provision, the regulations may make provision for or with respect to the following: (a) any matter for which provision is made by or under Part 2F.3 of Chapter 2M of the Corporations Law (including the conferring of jurisdiction on a court); (b) requiring accounts and consolidated accounts to be prepared in accordance with any accounting standards in force for the purposes of Chapter 2M of the Corporations Law (with or without modifications specified in the regulations); (c) requiring the submission of accounts or consolidated accounts to the Australian Accounting Standards Board; (d) requiring the adoption by a cooperative of the same financial year for each entity that the cooperative controls; (e) prescribing the qualifications and the functions of auditors of the accounts of a cooperative and providing for the appointment, the holding of office by, the remuneration of and the removal of auditors; (f) the duties of directors of a cooperative in relation to the preparation, auditing and tabling at meetings of members of accounts and consolidated accounts, including the reports to be prepared by directors in relation to those accounts and consolidated accounts; (g) the sending or making available to members of copies of accounts and reports in relation to accounts. (3) The regulations may make provision for a matter for which the Corporations Law makes provision by adopting (with or without modification) provisions of the Corporations Law. 239Power of Commissioner to grant exemptions (1) The Commissioner may exempt a cooperative or any class of cooperatives, a person or firm proposed to be appointed as an auditor or a director or auditor of a cooperative from compliance with all or specified provisions of the regulations made for the purposes of this Part. (2) An exemption – (a) may be given subject to conditions; and (b) may be limited as to time; and (c) may be varied, suspended or revoked by the Commissioner by a further order in writing. (3) An order under this section takes effect – (a) if it applies to a particular cooperative, when the order is served on the cooperative; or (b) if it applies to a class of cooperatives, when the order is published in the Gazette. 240Meaning of "entity" and "control"In this Division – control has the same meaning in relation to a cooperative as it has under Parts 3.6 and 3.7 of the Corporations Law in relation to a corporation; entity has the same meaning in relation to a cooperative as it has under Parts 3.6 and 3.7 of the Corporations Law in relation to a corporation. 241Disclosure by directorsThe directors of a cooperative must make the disclosures in relation to the affairs of the cooperative and of any entity that the cooperative controls that are required by the regulations.Penalty: Fine not exceeding 20 penalty units.
242Protection of auditors, &c. (1) An auditor of a cooperative has qualified privilege in respect of – (a) any statement that the auditor makes, orally or in writing, in the course of his or her duties as auditor; or (b) the giving of any notice, or the sending of any copy of accounts, consolidated accounts or a report, to the Commissioner under this Act. (2) A person has qualified privilege – (a) in respect of the publishing of any document prepared by an auditor in the course of the auditor’s duties and required by or under this Act to be lodged with the Commissioner, whether or not the document has been so lodged; or (b) in respect of the publishing of any statement made by an auditor as mentioned in subsection (1) . (3) This section does not limit or affect any right, privilege or immunity that an auditor or other person has, apart from this section, as defendant in proceedings for defamation. 243Financial year (1) The financial year of a cooperative is to end on the day in each calendar year that is provided for by the rules of the cooperative. (2) The first financial year of a cooperative may extend from the date of its registration to a date not later than 18 months from the date of its registration. (3) On an alteration of the rules of a cooperative altering its financial year, the alteration may provide either that the financial year current at the date of alteration is to be extended for a period not exceeding 6 months or that the financial year next following the financial year that is so current is to be a period exceeding 12 months but not exceeding 18 months. Division 7Registers, records and returns244Registers to be kept by cooperatives (1) A cooperative must keep the following registers in accordance with this section: (a) a register of members, directors and shares (if any); (b) a register of any loans to, securities given by, debentures issued by and deposits received by the cooperative; (c) a register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the cooperative; (d) a register of any loans made by or guaranteed by the cooperative and of any securities taken by the cooperative; (e) a register of memberships cancelled under Part 6 ; (f) a register of notifiable interests in accordance with section 287 ; (g) such other registers as the regulations may require. Penalty: Fine not exceeding 20 penalty units.
(2) The registers must be kept in the manner and contain the particulars that are prescribed by this Act. 245Location of registers (1) A register kept under this Division must be kept at – (a) the cooperative’s registered office; or (b) an office at the cooperative’s principal place of business; or (c) an office (whether of the cooperative or of some other person) where the work involved in maintaining the register is done; or (d) another office approved by the Commissioner. (2) The office must be in Tasmania. (3) The cooperative must lodge with the Commissioner a notice of the address at which the register is kept within 28 days after the register is – (a) established at an office that is not the cooperative’s registered office; or (b) moved from one office to another. 246Inspection of registers, &c. (1) A cooperative must have at the office where the registers are kept and available during all reasonable hours for inspection by any member free of charge the following: (a) a copy of this Act and the regulations; (b) a copy of the rules of the cooperative; (c) a copy of the minutes of each general meeting of the cooperative; (d) a copy of the last annual report of the cooperative under section 249 ; (e) the register of directors, members and shares; (f) the register of names of persons who have given loans or deposits to, or hold securities or debentures given or issued by, the cooperative; (g) such other registers as the regulations provide are to be open for inspection under this section. (2) If a register is not kept on a computer, the person inspects the register itself. (3) If the register is kept on a computer, the person inspects a hard copy of the information on the register unless the person and the cooperative agree that the person can access the information by computer. (4) A member is entitled to make a copy of entries in a register specified in subsection (1) free of charge unless the rules of the cooperative require a fee to be paid, in which case on payment of the required fee. (5) The fee required by the rules must not exceed the fee prescribed for a copy of any entry in the Register. (6) A cooperative must – (a) permit a member to inspect a document or make a copy of a document that the member is entitled to inspect or make under this section; and (b) give the member all reasonable assistance to inspect the document or make the copy. Penalty: Fine not exceeding 20 penalty units.
(7) A cooperative must have, at the place where the registers are kept and available during all reasonable hours for inspection by any person, such documents in relation to the cooperative as are prescribed.Penalty: Fine not exceeding 20 penalty units.
247Use of information on registers (1) A person must not – (a) use information about a person obtained from a register kept under this Division to contact or send material to the person; or (b) disclose information of that kind knowing that the information is likely to be used to contact or send material to the person –unless that use or disclosure of the information is – (c) relevant to the holding of the directorship, membership, shares, loans, securities, debentures or deposits concerned or the exercise of the rights attaching to them; or (d) approved by the board; or (e) necessary to comply with a requirement of this Act. (2) A person who contravenes subsection (1) is liable to compensate any other person who suffers loss or damage because of the contravention. (3) A person who makes a profit from a contravention of subsection (1) owes a debt to the cooperative. (4) The amount of the debt referred to in subsection (3) is the amount of the profit. 248Notice of appointment, &c., of directors and officers (1) A cooperative must give notice to the Commissioner in accordance with this section of the appointment of a person as a director, principal executive officer or secretary of the cooperative or any subsidiary of the cooperative, and of the cessation of any such appointment. (2) The notice must – (a) be in the form approved by the Commissioner; and (b) be given within 28 days after the appointment or cessation of appointment; and (c) specify the prescribed particulars of the appointment or cessation of appointment. Penalty: Fine not exceeding 20 penalty units.
249Annual report to be filed with Commissioner (1) A cooperative must file with the Commissioner within the required period in each year an annual report containing each of the following: (a) a list in the approved form listing the secretary, directors and the principal executive officers of the cooperative and of each of its subsidiaries, as at the date the annual report is filed with the Commissioner; (b) if the cooperative is required under section 238(1) to prepare a financial report of the cooperative for its most recently ended financial year – a copy of the financial report; (c) a copy of the financial report of each subsidiary of the cooperative for the most recently ended financial year of the subsidiary; (d) a copy of any report by the auditor or the directors of the cooperative or subsidiary – (i) prepared under section 238(1) ; or (ii) on a financial report mentioned in paragraph (b) or (c) ; (e) such other particulars as may be prescribed. Penalty: Fine not exceeding 20 penalty units.
(2) For the purposes of subsection (1) , the required period is – (a) 28 days after the annual general meeting of the cooperative; or (b) if the annual general meeting of the cooperative is not held within the period specified in section 203(2)(a) , 28 days after the end of that period. 250List of members to be furnished at request of CommissionerA cooperative must, at the request in writing of the Commissioner, send to the Commissioner, within the time and in the manner that the Commissioner specifies, a full list of the members of the cooperative and of each subsidiary of the cooperative, together with the particulars with regard to those members that the Commissioner specifies in the request.Penalty: Fine not exceeding 20 penalty units.
251Special return to be furnished at request of Commissioner (1) The Commissioner may by direction in writing require a cooperative to furnish to the Commissioner a special return in the form, within the time, and relating to the subject matter, specified by the Commissioner. (2) The cooperative must comply with a direction under subsection (1) .Penalty: Fine not exceeding 20 penalty units.
Division 8Name and registered office252Name to include certain matter (1) The name of a cooperative may consist of words, numbers or a combination of both. (2) The name of the cooperative must include the word "cooperative" or "co-operative" or the abbreviation "co-op". (3) The word "limited" or the abbreviation "ltd" must be the last word of the name. (4) A body corporate which is formed or incorporated under any Act other than this Act must not register under that other Act by any name which includes the word "cooperative" or "co-operative" or the abbreviation "co-op".Penalty: Fine not exceeding 20 penalty units.
(5) Subsection (4) does not apply to a co-operative housing society within the meaning of the Co-operative Housing Societies Act 1963 . 253Use of abbreviationsA description of a cooperative is not inadequate or incorrect merely because of one or more of the following: (a) the use of the abbreviation "co-op" instead of the word "cooperative" or "co-operative" in the cooperative’s name; (b) the use of the abbreviation "ltd" instead of the word "limited" in the cooperative’s name; (c) the use of the symbol "&" instead of the word "and" in the cooperative’s name; (d) the use of any of those words instead of the corresponding abbreviation or symbol in the cooperative’s name; (e) the use of any abbreviation or elaboration of the name of the cooperative that is approved in a particular case or for a particular purpose by the Commissioner in writing. 254Name to appear on business documents, &c. (1) The name of a cooperative must appear in legible characters – (a) on its seal; and (b) in all notices, advertisements and other official publications of the cooperative; and (c) in all its business documents. (2) If subsection (1) is contravened, the cooperative is guilty of an offence and liable on summary conviction to a fine not exceeding 20 penalty units. (3) An officer of a cooperative or a person on its behalf must not – (a) use any seal of the cooperative; or (b) issue or authorise the issue of any notice, advertisement or other official publication of the cooperative; or (c) sign or authorise to be signed on behalf of the cooperative any business document of the cooperative – in or on which the cooperative’s name does not appear in legible characters.Penalty: Fine not exceeding 20 penalty units.
(4) A director of a cooperative who knowingly authorises or permits a contravention of this section is guilty of an offence and liable on summary conviction to a fine not exceeding 20 penalty units. (5) In this section, business document, in relation to a cooperative, means a document that is issued, signed or endorsed by or on behalf of the cooperative and is – (a) a business letter, statement of account, invoice or order for goods or services; or (b) a bill of exchange, promissory note, cheque or other negotiable instrument; or (c) a receipt or letter of credit issued by the cooperative; or (d) a document of a class prescribed as a class of business documents. 255Change of name of cooperative (1) A cooperative may by special resolution change its name to a name approved by the Commissioner. (2) A change of name must be advertised as prescribed. (3) A change of name does not take effect until – (a) the Commissioner has noted the change on the certificate of registration of the cooperative; or (b) the certificate of registration is surrendered to the Commissioner and a replacement certificate of registration is issued in the new name. (4) A change of name by a cooperative does not affect – (a) the identity of the cooperative; or (b) the exercise of any rights, or the enforcement of any obligations, by or against the cooperative or any person; or (c) the continuation of any legal proceedings by or against the cooperative. (5) Any legal proceedings that might have been continued or commenced by or against the cooperative in its former name may be continued or commenced by or against the cooperative in its new name. (6) The Commissioner may refuse to approve a change of name if – (a) the Commissioner is of the opinion that the new name is undesirable; or (b) the Commissioner is of the opinion that the name is such as is likely to be confused with the name of a body corporate or a registered business name; or (c) the new name does not conform with any direction of the Minister relating to the names of registered cooperatives. (7) The Commissioner may direct a cooperative to change its name if the Commissioner is of the opinion that the name is such as is likely to be confused with the name of a body corporate or a registered business name. 256Restriction on use of word "cooperative" or similar words (1) A person other than a cooperative must not trade, or carry on business, under a name or title containing the word "cooperative", the abbreviation "co-op" or words importing a similar meaning.Penalty: Fine not exceeding 20 penalty units.
(2) Subsection (1) does not apply to an entity mentioned in section 252(5) . 257Registered office of cooperative (1) A cooperative must have a registered office.Penalty: Fine not exceeding 20 penalty units.
(2) A cooperative must, at the premises of its registered office, publicly and conspicuously display a notice stating the name of the cooperative and identifying the premises as its registered office.Penalty: Fine not exceeding 20 penalty units.
(3) Not later than 28 days after changing the address of its registered office, a cooperative must give the Commissioner written notice of the new address.Penalty: Fine not exceeding 20 penalty units.
PART 10Funds and propertyDivision 1Power to raise money258Meaning of obtaining financial accommodationA reference in this Division to the obtaining of financial accommodation includes a reference to the obtaining of credit and the borrowing or raising of money by any means. 259Fundraising to be in accordance with Act and regulationsThe regulations may impose requirements and restrictions on the obtaining of financial accommodation and the giving of security in connection with the obtaining of financial accommodation by a cooperative. 260Limits on deposit takingA cooperative must not accept money on deposit unless – (a) the cooperative is authorised by its rules to accept money on deposit and was authorised by its rules immediately before the commencement of this Act to accept money on deposit; or (b) the cooperative was a deposit-taking body corporate immediately before it became a cooperative and it is authorised by its rules to accept money on deposit; or (c) in the case of a merged cooperative, one or more of the cooperatives involved in the merger was a deposit-taking cooperative immediately before the registration of the merged cooperative and the merged cooperative is authorised by its rules to accept money on deposit. 261Members, &c., not required to see to application of moneyA member or other person from whom a cooperative obtains financial accommodation is not required to see to its application and is not affected or prejudiced by the fact that in doing so the cooperative contravened any provision of this Act or the rules of the cooperative. 262Commissioner's directions about fundraising (1) The Commissioner may by written notice served on a cooperative give a direction to the cooperative as to the manner in which it is to exercise its functions in connection with the activities of the cooperative in obtaining financial accommodation. (2) A direction under subsection (1) may make provision for any one or more of the following matters: (a) requiring the cooperative to cease obtaining financial accommodation or to cease obtaining financial accommodation in a particular way; (b) requiring the cooperative to repay in accordance with the direction all or part of financial accommodation obtained; (c) requiring the cooperative to refinance in a specified manner financial accommodation repaid in accordance with the Commissioner’s direction; (d) the manner in which the cooperative is permitted to invest or use the proceeds of financial accommodation it obtains. 263Subordinated debt (1) A cooperative may incur subordinated debt. (2) Subordinated debt is debt incurred under an agreement under which, in the event of the winding-up of the cooperative, any claim of the creditor against the cooperative in respect of the debt is to rank in priority – (a) equally with the claim of any other creditor who is a party to a similar agreement; and (b) except as provided by paragraph (a) , after the claims of any other creditor of the cooperative and before the claims of members to repayment of any share capital in the cooperative. (3) An agreement referred to in subsection (2) has effect despite the provisions of Division 6 of Part 5.6 of the Corporations Law (as adopted under Division 3 of Part 12 of this Act). 264Application of Corporations Law to issues of debentures (1) The provisions of Parts 1.2A, 7.11 and 7.12 of the Corporations Law are adopted by this section and apply to and in respect of debentures of a cooperative. (2) Those provisions apply with any modifications that are prescribed and as if – (a) a cooperative were a company; and (b) a reference in those provisions to a corporation included a cooperative; and (c) a reference in those provisions to the Commission were a reference to the Commissioner. (3) The provisions of the Corporations Law adopted by this section do not apply to a loan to which section 269 applies. (4) The provisions of the Corporations Law adopted by this section do not apply to an issue of debentures of a cooperative which is made – (a) solely to members; or (b) solely to members and employees of the cooperative; or (c) to a person who on becoming an inactive member of the cooperative has had his or her share capital converted to debt. (5) Expressions used in this section which are not defined in this Act have the same meaning as in the Corporations Law. (6) The Commissioner may exempt a cooperative from any of the requirements of the Corporations Law adopted by this section and may grant such an exemption unconditionally or subject to conditions. 265Adoption of certain other Corporations Law provisions (1) Sections 1025, 1026, 1027 and 1043 of the Corporations Law are adopted by this section and apply to an issue of debentures to which section 266 applies. (2) To apply the provisions of the Corporations Law mentioned in subsection (1) , a prospectus is taken to include a disclosure statement under section 266 . 266Disclosure statement (1) This section applies to the issue of debentures of a cooperative where the issue is made – (a) solely to members; or (b) solely to members and employees of the cooperative. (2) Before issuing to the person debentures to which this section applies, a cooperative must provide a person with a disclosure statement, approved by the Commissioner, and containing such information as is reasonably necessary to enable a person to make an informed assessment of the financial prospects of the cooperative, including – (a) the purpose for which the money raised by the cooperative by the issue of debentures is to be used; and (b) the rights and liabilities attaching to the debentures; and (c) the financial position of the cooperative; and (d) the interests of the directors of the cooperative in the issue of the debentures; and (e) any compensation or consideration to be paid to officers or members of the cooperative in connection with the issue of debentures; and (f) such other matters as the Commissioner directs. (3) Sections 16 (except subsection (2) ) and 28 apply to the approval of a disclosure statement under this section with any necessary modifications and in particular as if any reference in section 16 to a formation meeting were a reference to the issue of debentures. 267Approval of board for transfer of debenturesA debenture of a cooperative cannot be sold or transferred except with the consent of the board and in accordance with the rules of the cooperative. 268Application of Corporations Law – reissue of redeemed debenturesSection 1051 of the Corporations Law is adopted by this section and applies in relation to debentures issued by a cooperative to any of its members or employees as if a cooperative were a company. 269Compulsory loan by member to cooperative (1) If the rules of the cooperative so provide, the cooperative may require its members to lend money, with or without security, to the cooperative, in accordance with a proposal approved by special resolution of the cooperative. (2) The proposal must not require a loan to be for a term exceeding 7 years or such other term as is prescribed. (3) The proposal must – (a) be accompanied by a disclosure statement, approved by the Commissioner, that explains the purpose for which the money raised by the cooperative pursuant to the proposal is to be used and includes any other information that the Commissioner directs; and (b) clearly show the total amount of the loan to be raised by the cooperative and the basis on which the money required to be lent by each member is to be calculated; and (c) be accompanied by a statement informing the member that the member may inform the board by notice on or before the date specified in the statement (being a date before the passing of the special resolution) that the member resigns on the passing of the special resolution. (4) If the proposal so allows, the board of the cooperative may, in accordance with the terms of the proposal, deduct the money required to be lent by a member to the cooperative from money due from the cooperative to the member in respect of his or her dealings with the cooperative. (5) A proposal to deduct money referred to in subsection (4) must, in addition, clearly show – (a) the basis on which the money is to be deducted; and (b) the time and manner of making the deductions. (6) When approved, the proposal is binding on – (a) all members of the cooperative at the date of passing of the special resolution other than a member who has given a notice of resignation in accordance with subsection (3)(c) ; and (b) all persons who become members of the cooperative after that date and before the total amount of the loan to be raised pursuant to the proposal has been raised. (7) Sections 16 (except subsection (2) ) and 28 apply to the approval of a disclosure statement under this section with any necessary modifications and in particular as if any reference in section 16 to a formation meeting were a reference to the special resolution. 270Interest payable on compulsory loan (1) The rate of interest payable by a cooperative in respect of a loan under section 269 during any period is – (a) in the case of a cooperative with share capital – (i) the rate (or, if there is more than one rate, at the higher or highest rate) of dividend payable in respect of that period on the share capital of the cooperative; or (ii) if the rate of dividend payable in respect of that period has not been determined, at the rate (or the higher or highest rate) payable in respect of the immediately preceding period for which a rate has been determined; or (iii) if a rate of dividend has never been determined in respect of the share capital of the cooperative, at the rate that the board of the cooperative considers reasonable; or (b) in the case of a cooperative without share capital, at the rate that the board of the cooperative considers reasonable; or (c) if the rules provide for a rate to be payable that is higher than the rate applicable under paragraph (a) or (b) , at that higher rate. (2) A member may agree to the rate of interest being less than that which would otherwise be payable under this section and may agree to no interest being paid. Division 2Charges271Registration of charges Schedule 4 has effect but does not apply to – (a) a mortgage, charge or encumbrance that is over specific land and is registered under the Land Titles Act 1980 or a memorandum of which has been registered under the Conveyancing and Law of Property Act 1884 ; or (b) a mortgage, charge or encumbrance over a specific licence under the laws relating to mining. Division 3Receivers and other controllers of property of cooperatives272Receivers and other controllers of property of cooperatives Schedule 5 has effect. Division 4Disposal of surplus from activities273Retention of surplus for benefit of cooperativeThe board of a cooperative may resolve to retain all or any part of the surplus arising in any year from the business of the cooperative to be applied for the benefit of the cooperative. 274Application for charitable purposes or members' purposes (1) The rules of a cooperative may authorise the cooperative to apply a part of the surplus arising in any year from the business of the cooperative for any charitable purpose. (2) The rules of a trading cooperative may authorise the cooperative to apply a part of the surplus arising in any year from the business of the cooperative for supporting any activity approved by the cooperative. (3) The rules must limit the amount that may be applied under subsection (1) or (2) to a specified proportion of the surplus. (4) A cooperative may apply part of the surplus for a purpose and to the extent authorised by rules under subsection (1) or (2) . 275Distribution of surplus or reserves to members (1) The rules of a trading cooperative may authorise the cooperative to apply a part of the surplus arising in any year from the business of the cooperative or a part of the reserves of the cooperative by – (a) distribution to members as a rebate on the basis of business done with the cooperative; or (b) the issue of bonus shares to members on the basis of business done with the cooperative or on the basis of the shares held by the member; or (c) the issue to members of a limited dividend for shares held by the member. (2) The amount of any rebate or dividend payable to a member under subsection (1) may, with the consent of the member, be applied – (a) in payment for the issue to the member of bonus shares; or (b) as a loan to the cooperative. (3) In this section, limited dividend means a dividend that does not exceed the prescribed amount. 276Application of surplus to other persons (1) If authorised by its rules, any part of the surplus arising in any year from the business of a trading cooperative may be credited to any person who is not a member, but is qualified to be a member, by way of rebate in proportion to the business done by him or her with the cooperative, if – (a) the person was a member at the time the business was done and the membership has lapsed; or (b) the person has applied for membership after the business was done. (2) Nothing in this section precludes the payment of a bonus to an employee in accordance with the terms of his or her employment. Division 5Acquisition and disposal of assets277Acquisition and disposal of assets (1) A cooperative must not do any of the following things except as approved by special resolution by means of a special postal ballot: (a) sell or lease as a going concern, the undertaking of the cooperative or a part of the undertaking that relates to its primary activities the value of which represents 5% or more of the total value of the undertaking; (b) acquire from or dispose to a director or employee of the cooperative, or a relative (within the meaning of the Corporations Law) of such a director or employee or of the spouse of such a director or employee, any property the value of which represents 5% or more of the total value of all the assets of the cooperative that relate to its primary activities; (c) acquire an asset the value of which exceeds 5% or more of the assets of the cooperative if the acquisition would result in the cooperative commencing to carry on an activity that is not one of its primary activities; (d) dispose of an asset if the disposal would result in the cooperative ceasing to carry on any primary activity of the cooperative or in the ability of the cooperative to carry on any primary activity of the cooperative being substantially impaired either generally or in a particular geographical region. (2) The Commissioner may exempt a cooperative from compliance with all or specified provisions of this section and section 199 in relation to any matter to which this section applies and may grant that exemption unconditionally or subject to conditions. (3) If a cooperative contravenes this section, each person who is a member of the board of the cooperative is guilty of an offence and liable on summary conviction to a fine not exceeding 60 penalty units unless the person satisfies the court that he or she used all due diligence to prevent the contravention by the cooperative. PART 11Restrictions on the acquisition of interests in cooperativesDivision 1Restrictions on share and voting interests278Application of PartThis Part applies to trading cooperatives. 279Notice required to be given of voting interest (1) A person (whether or not a member of the cooperative) must give notice to a cooperative within 5 business days after becoming aware that the person has a relevant interest in the right to vote of a member of the cooperative.Penalty: Fine not exceeding 20 penalty units.
(2) A person (whether or not a member of the cooperative) who has ceased to have a relevant interest in the right to vote of a member of a cooperative must give notice to the cooperative within 5 business days after becoming aware of that fact.Penalty: Fine not exceeding 20 penalty units.
(3) Section 183 provides for the effect of a person having a relevant interest in the right to vote of a member of a cooperative. 280Notice required to be given of substantial share interest (1) A person must give notice to a cooperative within 5 business days after becoming aware that the person has a substantial share interest in the cooperative.Penalty: Fine not exceeding 20 penalty units.
(2) A person who has a substantial share interest in a cooperative must give notice to the cooperative within 5 business days after becoming aware that a substantial change has occurred in that share interest.Penalty: Fine not exceeding 20 penalty units.
(3) A person who has ceased to have a substantial share interest in a cooperative must give notice to the cooperative within 5 business days after becoming aware that the person has ceased to have that interest.Penalty: Fine not exceeding 20 penalty units.
(4) A person has a "substantial share interest" in a cooperative if the nominal value of the shares in the cooperative in which the person has a relevant interest represents 5% or more of the nominal value of the issued share capital of the cooperative. (5) A "substantial change" takes place in a person’s share interest in a cooperative if there is an increase or decrease in the number of shares in the cooperative in which the person has a relevant interest and the increase or decrease represents at least 1% of the nominal value of the issued share capital of the cooperative. 281Requirements for noticesA notice required under this Division must – (a) be in the form approved by the Commissioner; and (b) specify the prescribed particulars of the interest or change being notified. 282Maximum permissible level of share interest (1) A person must not have a relevant interest in shares of a cooperative the nominal value of which exceeds 20% of the nominal value of the issued share capital of the cooperative. (2) The Commissioner, by order published in the Gazette, may specify a maximum greater than 20% as the maximum for the purposes of subsection (1) in respect of a particular cooperative, a particular class of cooperatives or cooperatives generally. (3) On the making of an order under subsection (2) , the percentage is varied accordingly. (4) The maximum of 20% specified by subsection (1) may be increased in respect of a particular person by special resolution of the cooperative concerned passed by means of a special postal ballot. (5) A resolution under subsection (4) does not have effect unless – (a) it is approved by the Commissioner; or (b) the person concerned is another cooperative. (6) The Commissioner’s approval of the resolution may be given on conditions. 283Shares to be forfeited to remedy contravention (1) If a person has a relevant interest in a share of a cooperative in contravention of this Division, the board of the cooperative must declare to be forfeited sufficient of the shares in which the person has a relevant interest to remedy the contravention. (2) The shares to be forfeited are – (a) the shares nominated by the person for the purpose; or (b) in the absence of such a nomination, the shares in which the person has had a relevant interest for the shortest time. (3) A declaration of the board that shares are forfeited operates to forfeit the shares concerned. (4) Sections 131 to 133 apply to and in respect of shares forfeited under this section as if the shares had been forfeited under Part 6 . 284Powers of board in response to suspected contravention (1) If the board of a cooperative is satisfied on reasonable grounds that a person has contravened section 279 in respect of the cooperative, the board may do either or both of the following: (a) refuse to register any share transfer involving the person; (b) suspend any specified rights or entitlements that a person has as a member of the cooperative or attaching to any shares of the cooperative in which the person has a relevant interest. (2) The board may request a person who it suspects has a relevant interest in any shares of the cooperative to furnish specified information to the board concerning that interest. (3) A failure by a person to comply with a request under subsection (2) constitutes reasonable grounds for being satisfied that the person has contravened section 279 . 285Powers of Supreme Court with respect to contravention (1) If a person has contravened section 279 in respect of a cooperative, the Supreme Court may, on the application of the cooperative or the Commissioner, make any order or orders that it thinks just. (2) Without limiting subsection (1) , the orders may include – (a) a remedial order; and (b) for the purpose of securing compliance with any other order made under this section, an order directing the cooperative or any other person to do or refrain from doing a specified act. (3) An order may be made whether or not the contravention continues. (4) Proof to the satisfaction of the Supreme Court at the hearing of an application that – (a) a person has a relevant interest in a share of a cooperative because an associate of the person has a relevant interest in a share; and (b) the associate became entitled to that relevant interest within 6 months before the application was filed with the Supreme Court – is evidence that the associate was an associate of the person from the time the person first had the relevant interest until the date of the hearing. 286Cooperative to inform Commissioner of interest over 20% (1) A cooperative must inform the Commissioner in writing within 14 days after the board becomes aware that – (a) a particular person has a relevant interest in shares of the cooperative the nominal value of which exceeds 20% of the nominal value of the issued share capital of the cooperative; or (b) there has been a change in the number of shares in which such a person holds a relevant interest. (2) The notification must give details of the relevant interest concerned or of the change concerned. 287Cooperative to keep register (1) A cooperative must keep a register of notifiable interests. (2) The cooperative must enter in the register in alphabetical order the names of persons from whom the cooperative has received a notification under this Division together with the information contained in the notification. (3) The register must be open for inspection – (a) by any member of the cooperative free of charge; and (b) by any other person on payment of the fee (if any) that the cooperative may require, not exceeding the prescribed maximum fee. 288Unlisted companies to provide list of shareholders, &c. (1) This section applies to a company (within the meaning of the Corporations Law) that is not a listed corporation (within the meaning of that Law). (2) A company to which this section applies that is a member of a cooperative must furnish to the cooperative a list showing – (a) the name of each member of the company as at the end of the financial year of the company and the number of shares in the company held by each member; and (b) the name of each person who has a relevant interest (within the meaning of the Corporations Law) in any share of the company together with details of that interest; and (c) the name of each person who is an associate (within the meaning of the Corporations Law) of the company. (3) A list under subsection (2) must be furnished within 28 days after the end of each financial year of the company and within 28 days after a request for the list is made in writing to the company by the Commissioner. (4) The details to be shown on the list are those details as at the end of the financial year concerned or, if the list is provided at the request of the Commissioner, as at the date specified in the request. (5) The Commissioner may make a request under subsection (3) at any time but only if the Commissioner is of the opinion that the company is or may be involved in a suspected contravention of a provision of this Division. 289Excess share interest not to affect loan liability (1) This section applies if a cooperative has made a loan to a member and the member had or has a relevant interest in shares of the cooperative in contravention of this Division. (2) Until the amount lent to the member has been repaid to the cooperative (with any interest payable), the member is liable to make to the cooperative the payments which the member would be liable to make if all the shares concerned were lawfully held by the member. (3) Any security for the repayment of the loan is not affected by a contravention of this Division. 290Extent of operation of DivisionThis Division – (a) applies to all natural persons, whether resident in Tasmania or in Australia or not and whether Australian citizens or not, and to all bodies corporate or unincorporated, whether incorporated or carrying on business in the State or in Australia or not; and (b) extends to acts done or omitted to be done outside the State, whether in Australia or not. 291Commissioner may grant exemption from Division (1) The Commissioner may grant exemptions from the operation of this Division in a particular case or class of cases. (2) An exemption may be unconditional or subject to conditions. Division 2Restrictions on certain share offers292Share offers to which Division applies (1) This Division applies to the following offers to purchase shares in a cooperative: (a) an offer made as part of a proposal for, or that is conditional on, the sale of the undertaking or any part of the undertaking, as a going concern, of the cooperative; (b) an offer made as part of a proposal for, or that is conditional on, the registration of the cooperative as a company under the Corporations Law; (c) an offer made as part of a proposal for, or that is conditional on, the winding-up of the cooperative; (d) an offer that would result in a contravention of section 282 were the offeror to be registered (immediately after the offer is made) as the holder of the shares that are the subject of the offer; (e) an offer that would lead to the offeror having a substantial share interest in the cooperative, or to a substantial change taking place in a substantial share interest that the offeror has in the cooperative, were the offeror to be registered (immediately after the offer is made) as the holder of the shares that are the subject of the offer. (2) In subsection (1)(e) – substantial share interest has the same meaning as it has in section 280 ; substantial change has the same meaning as it has in section 280 . 293Requirements to be satisfied before offer can be made (1) A person must not make an offer to which this Division applies unless the making of the offer has been approved – (a) by special resolution by means of a special postal ballot; and (b) by the Commissioner. (2) Despite subsection (1) , an offer referred to in section 292(1)(e) can be made even if it has not been approved as referred to in that subsection if it is made in circumstances specified in and in accordance with the requirements of the regulations. 294Some offers totally prohibited if they discriminateAn offer referred to in section 292(1)(a) to (d) must not be made at all if it operates or would operate to discriminate between members who are active members and members who are not active members. 295Offers to be submitted to board first (1) Any proposal to make an offer to which this Division applies must, in the first instance, be submitted to the board of the cooperative. (2) The board may decline to put a proposed offer to a special postal ballot unless arrangements satisfactory to the board have been made for payment to the cooperative of the expenses involved in holding the ballot. (3) The board may require payment in advance under subsection (2) . (4) A requisition for a special postal ballot for the purposes of this Division cannot be served unless and until the board has had a reasonable opportunity to consider the proposed offer concerned. (5) A period of 28 days is to be considered to constitute a reasonable opportunity for considering a proposed offer but the Commissioner may extend that period in a particular case by written notice to the cooperative. 296Announcements of proposed takeovers concerning proposed company (1) This section applies to an offer to purchase shares in a cooperative made as part of a proposal for, or that is conditional on, the registration of the cooperative as a company ("the proposed company") under the Corporations Law. (2) A person must not make a public announcement to the effect that the person proposes, or that the person and another person or other persons together propose, to make takeover offers, or to cause a takeover announcement to be made, in relation to the proposed company if – (a) the person knows that the announcement is false or is recklessly indifferent as to whether it is true or false; or (b) the person has no reasonable grounds for believing that the person, or the person and the other person or persons, will be able to perform obligations arising under the scheme or announcement or under the Corporations Law in connection with the scheme or announcement if a substantial proportion of the offers or the offers made under the announcement are accepted. Penalty: Fine not exceeding 200 penalty units or imprisonment for a term not exceeding 5 years, or both.
(3) If a person makes a public announcement to the effect that the person proposes, or that the person and another person or other persons together propose, to make a takeover bid in relation to the proposed company, the person must proceed to make a takeover bid in relation to shares in the company in accordance with the public announcement within 2 months after the day on which the company is incorporated.Penalty: Fine not exceeding 100 penalty units or imprisonment for a term not exceeding 2 years, or both.
(4) A person is not liable to be convicted of more than one offence under subsection (3) in respect of any one public announcement. (5) A person who contravenes this section (whether or not the person is convicted of an offence for the contravention) is liable to pay compensation to any other person who suffered loss as a result of entering into a transaction with respect to shares in reliance on the public announcement concerned.