Cooperatives Regulation 1997 (QLD)

Cooperatives Regulation 1997

Part 1    Preliminary

1   Short title

This regulation may be cited as the Cooperatives Regulation 1997.

2   Commencement

This regulation commences on 1 September 1997.

3   Documents that are not debentures

For the Act, dictionary, definition debenture, a document is exempt from the definition if it is—

(a)a document that—

(i)contains all or some of the conditions on which deposits are accepted by, or withdrawn from, a cooperative; and

(ii)acknowledges the receipt of a deposit with a cooperative; and

(iii)enables further deposits to be made adding to the balance of an existing deposit; and

(iv)enables all or part of the balance of a deposit to be withdrawn, whether at call or on the giving of a fixed period of notice; and

(v)acknowledges the amount of the withdrawal and the balance remaining; or

(b)a document acknowledging a debt incurred by a cooperative—

(i)in the ordinary course of carrying on so much of a business as is not, or is not part of, a business of borrowing money and providing finance; and

(ii)in relation to money that is or may be deposited with or lent to the cooperative by a person in the ordinary course of a business carried on by the cooperative; or

(c)a document issued by a company that is evidence of a debt owed by the company to a cooperative that is a holding company (within the meaning of the Corporations Act) of the company; or

(d)a document issued by a cooperative that is evidence of a debt owed by the cooperative to a corporation that is a subsidiary of the cooperative.

4   [Repealed]

Part 2    Rules

5   Content of rules

(1)For the Act, section 101(1), the rules of a cooperative with share capital must state—

(a)the minimum number of shares to which a member of the cooperative must subscribe; and

(b)the way in which the minimum number must be decided, including, for example, by reference to the use made of the cooperative by a member.

(2)For the Act, section 101(7), the maximum fine a cooperative may impose on a member under its rules is—

(a)for a trading cooperative—10 penalty units; or

(b)for a non-trading cooperative—1 penalty unit.

Part 3    Active membership

6   Factors and considerations for deciding primary activities etc.

(1)For the Act, section 118(2)(c), a relevant factor and consideration is that the cooperative actually carries on its primary activities.

(2)For the Act, section 118(3), an activity makes a significant contribution to the business of a cooperative—

(a)if it contributes at least—

(i)10% of the cooperative’s turnover; or

(ii)10% of the cooperative’s income; or

(iii)10% of the cooperative’s expenses; or

(iv)10% of the cooperative’s surplus; or

(b)if, in the registrar’s opinion, failure by the cooperative to conduct the activity would reduce the business conducted by the cooperative by more than 10%.

7   Particulars for register of cancelled memberships

For the Act, section 135, the particulars for the register of cancelled memberships are in schedule 2, section 5.

Part 4    Shares and voting

8   Notice about bonus shares

For the Act, section 152(c), each of the following may give a certificate of the value of assets—

(a)for land—a registered valuer under the Valuers Registration Act 1992;

(b)for another kind of asset—a person who has been engaged in valuing assets of the kind, for, or for periods totalling, at least 5 years.

9   Postal ballots

For the Act, section 193, a postal ballot must be conducted in accordance with schedule 3.

Maximum penalty—20 penalty units.

Part 5    Management and administration of cooperatives

10   Disqualified persons

For the Act, section 208, each of the following may give a certificate about a person’s release from prison—

(a)for a person imprisoned in Victoria—the governor of the prison in Victoria that had legal custody of the person on the person’s release;

(b)for a person imprisoned in New South Wales—the Corrective Services Commission of New South Wales;

(c)for a person imprisoned in Queensland—the manager of the prison in Queensland that had legal custody of the person on the person’s release;

(d)for a person imprisoned in Western Australia—the permanent head of the Department of Corrective Services of Western Australia;

(e)for a person imprisoned in South Australia—the chief executive of the Department for Correctional Services of South Australia;

(f)for a person imprisoned in Tasmania—the director of Corrective Services in Tasmania;

(g)for a person imprisoned in the Northern Territory—the director of Correctional Services of the Northern Territory.

11   [Repealed]

12   Requirements for financial records and financial reports

For the Act, section 232(1)(j), the following changes to the Corporations Act, chapter 2M are prescribed—

(a)omit ‘this Act’ and insert ‘the Act’; and

(b)the changes in schedule 1, part 1.

13   Registers to be kept by cooperatives

(1)For the Act, section 237, a cooperative must keep—

(a)a register of fixed assets; and

(b)a register of subordinated debt; and

(c)a register of names of persons who have provided to the cooperative financial accommodation that is subordinated debt.

(2)The registers must contain the particulars in schedule 2 in written or electronic form.

(3)A register may include any document in the English language in which the required particulars are recorded.

14   Inspection of registers etc.

(1)For the Act, section 239(1), the following registers of a cooperative are open for inspection—

(a)the register of loans made or guaranteed by the cooperative, and of securities taken by the cooperative;

(b)the register of cancelled memberships;

(c)the register of names of persons who have provided to the cooperative financial accommodation that is subordinated debt;

(d)the register of notifiable interests.

(2)For the Act, section 239(5), the maximum amount a cooperative may charge for a copy of an entry in the register is $5 for the first page and $1 for each additional page.

(3)For the Act, section 239(7), a cooperative must have the following documents available for inspection—

(a)a copy of the Act and this regulation;

(b)a copy of the cooperative’s rules;

(c)a copy of the last annual report of the cooperative given to the registrar under section 242 of the Act.

15   Notice of appointment etc. of directors and officers

For the Act, section 241, the particulars to be included in a notice of appointment or cessation of appointment of a director, principal executive officer or secretary are—

(a)the name of the cooperative or subsidiary; and

(b)the name and position of the person giving the notice; and

(c)for a person appointed—

(i)the person’s full name; and

(ii)any former names; and

(iii)the person’s residential address, including suburb or city, State and postcode, and country (if not Australia); and

(iv)date and place of birth; and

(v)office held and date appointed; and

(d)for a person ceasing to hold office—

(i)the person’s full name; and

(ii)the person’s date and place of birth; and

(iii)the office the person held and date ceased.

16   Notice of change of certain particulars about directors and officers

A cooperative must give the registrar notice of the following changes in particulars about a director, principal executive officer or secretary—

(a)for a change of name—

(i)the name previously notified; and

(ii)the new name; and

(iii)the date of change; and

(iv)the office holder’s date and place of birth; and

(v)the office held;

(b)for a change of address—

(i)the new residential address, including suburb or city, State and postcode, and country (if not Australia); and

(ii)the date of change; and

(iii)the office holder’s date and place of birth; and

(iv)the office held.

17   Annual report to registrar

For the Act, section 242, the other particulars to be included in a cooperative’s annual report are—

(a)the name of the cooperative; and

(b)the street address of each of the following places of the cooperative—

(i)registered office;

(ii)principal place of business; and

(c)the name, address and position of the person sending the annual report to the registrar; and

(d)the date of the report; and

(e)the number of persons employed full-time and part-time by the cooperative at the end of the financial year; and

(f)the number of persons who performed voluntary services for the cooperative; and

(g)the number of members in the cooperative at the end of the financial year; and

(h)the number of shares forfeited under part 6 of the Act in the financial year covered by the report; and

(i)the number of memberships cancelled under the Act in the financial year covered by the report; and

(j)the number and class of shares issued to members during the financial year; and

(k)the date of the annual general meeting.

18   Unsuitable names

For the Act, section 245(5), a name is an unsuitable name if it contains anything included in schedule 5.

19   Change of name of cooperative

For the Act, section 248(2), the way a change of name of a cooperative must be advertised is for the cooperative, within 28 days after the registrar registers the change of name, to advertise the change of name in at least 1 newspaper circulating in the locality or localities in which the cooperative carries on business.

Part 6    Funds and property

20   Fund raising to be in accordance with Act and regulations

(1)For the Act, section 251, a deposit-taking cooperative must not obtain financial accommodation by accepting deposits of money from persons other than its members and employees.

Maximum penalty—20 penalty units.

(2)Subsection (1) does not prevent a person whose money was deposited with the cooperative immediately before 1 September 1997 continuing to deposit money with the cooperative.

21   Requirements for accepting deposits

(1)Before a deposit-taking cooperative first accepts money on deposit from a person after the commencement of this section, the cooperative must give to the person a disclosure statement, not more than 1 year old, containing the information in subsection (2).

Maximum penalty—20 penalty units.

(2)The information for subsection (1) is—

(a)the latest statement of the cooperative’s assets and liabilities available to members; and

(b)the latest statement of the cooperative’s financial position available to members; and

(c)the latest profit and loss statement for the cooperative available to members; and

(d)any other information the cooperative considers reasonably necessary to enable a person to make an informed assessment of the cooperative’s financial prospects; and

(e)any other information the registrar reasonably requires to be in the statement.

(3)The first disclosure statement under this section must be prepared as soon as practicable after the first annual general meeting after 31 August 1997.

(4)Within 1 month after its annual general meeting, the cooperative must file a copy of the disclosure statement with the registrar.

Maximum penalty—20 penalty units.

(5)The registrar may require a deposit-taking cooperative to give to a depositor, within the time the registrar decides, a document that—

(a)contains all or some of the conditions on which deposits are accepted by, or withdrawn from, a cooperative; and

(b)acknowledges the receipt of a deposit with a cooperative; and

(c)enables further deposits to be made adding to the balance of an existing deposit; and

(d)enables all or part of the balance of a deposit to be withdrawn, whether at call or on the giving of a fixed period of notice; and

(e)acknowledges the amount of the withdrawal and the balance remaining.

(6)This section does not apply to—

(a)the acceptance of money by a deposit-taking cooperative for the issue of debentures; or

(b)the acceptance by a cooperative of a deposit of money for goods or services to be supplied by the cooperative in the ordinary course of business.

(7)Subsection (1) does not prevent a deposit-taking cooperative accepting money on deposit after 31 August 1997 and before the first disclosure statement is prepared under this section if the cooperative gives to the person the latest available information of the type mentioned in subsection (2).

22   Compulsory loan by member to cooperative

For the Act, section 260, the maximum term of a proposal by a cooperative requiring its members to lend money to the cooperative is 10 years.

23   [Repealed]

24   Inspection of register of charges

For the Act, schedule 3, section 41(3)(b) as continued by section 482 of the Act, the maximum amount payable for each inspection of a cooperative’s register of charges is $10.

25   Copies of register of charges

For the Act, schedule 3, section 41(5)(a) as continued by section 482 of the Act, the maximum amount payable for a copy of the register of charges or a part of the register is $5 for the first page and $1 for each additional page.

26   Limited dividend

For the Act, section 266, definition limited dividend, the amount is 10% more than the maximum rate of the nominal value of interest payable on a Commonwealth Bank 5 year term deposit of $100,000 offered during the relevant financial year.

Part 7    Restrictions on the acquisition of interests in cooperatives

27   Notice required to be given of voting interest

(1)For the Act, section 270, the particulars in subsection (2) must be included in a notice of—

(a)acquisition of a relevant interest in the right to vote of a member of a cooperative; or

(b)a change in the relevant interest in the right to vote of a member of a cooperative.

(2)The particulars are as follows—

(a)the name of the cooperative to whom the notice is given;

(b)the full name and address of the person giving notice;

(c)the date the person acquired or ceased to have the relevant interest;

(d)the name of the member whose right to vote was affected;

(e)the date of giving notice.

28   Notice required to be given of substantial share interest

For the Act, section 271(1), the particulars to be included in a notice that a person has a substantial share interest are as follows—

(a)the name of the cooperative to whom the notice is given;

(b)the name and address of the person giving notice;

(c)the date the relevant interest was acquired;

(d)in relation to each holder of the relevant interest—

(i)the name and address of the holder; and

(ii)the number and description of the shares in which the interest is held; and

(iii)the name and address of each person registered as the holder of the shares in which the interest is held; and

(iv)the name and address of each person entitled to be registered as the holder of the shares in which the interest is held; and

(v)the date of each acquisition of a relevant interest in the previous year and the number of shares acquired at that date (if any); and

(vi)the valuable consideration for each acquisition in the previous year, including the nature of consideration that did not consist of money; and

(vii)the total number of shares in which the holder has a substantial interest;

(e)particulars of any contract, scheme, arrangement or other circumstance because of which the holder of the relevant interest acquired the relevant interest (but not interests acquired more than a year earlier) if the holder has, for the year immediately before the date of the notice, been the registered shareholder of those shares;

(f)particulars of the nature of the relevant interest;

(g)particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers of the relevant shares;

(h)particulars of any additional benefit (other than valuable consideration mentioned in paragraph (d)) anyone from whom a relevant interest was acquired has or may become entitled to receive, whether or not on a contingency happening, in relation to the acquisition;

(i)the date the notice is given.

29   Notice required to be given of change in substantial share interest

For the Act, section 271(2), the particulars to be included in a notice of a substantial change in a substantial share interest are as follows—

(a)the name of the cooperative to whom notice is being given;

(b)the full name and address of the person giving notice;

(c)the following particulars applicable before the change—

(i)the name and address of the holder of the relevant interest;

(ii)the number and description of the shares in which the relevant interest was held;

(iii)the name and address of the person registered as the holder of the shares;

(iv)the name and address of the person entitled to become registered as the holder of the shares;

(v)the total number of shares in which the holder of the relevant interest held the relevant interest;

(d)the following particulars relating to the change—

(i)the date of the change;

(ii)particulars of the valuable consideration given in relation to the change, including the nature of consideration that did not consist of money;

(iii)particulars of any contract, scheme, arrangement or other circumstance because of which the change happened;

(iv)particulars of any qualification of the power of a person to exercise, control the exercise of, or influence, voting powers in the shares in relation to which the change in the relevant interest happened is held;

(v)particulars of any additional benefit a person has or may become entitled to receive, whether on the happening of a contingency or not, because of a change in the relevant interest;

(e)the following particulars applicable after the change—

(i)the name and address of the holder of the relevant interest;

(ii)the number and description of the shares in which the relevant interest is held;

(iii)the name and address of the person entitled to be registered as the holder of the shares;

(f)the date the notice is given.

30   Notice required to be given of cessation of substantial share interest

For the Act, section 271(3), the particulars to be included in a notice of cessation of a substantial share interest in a cooperative are as follows—

(a)the name of the cooperative to whom notice is given;

(b)the full name and address of the person giving notice;

(c)the full name and address of the person ceasing to have the substantial share interest;

(d)the date the person ceased to have the substantial share interest;

(e)particulars of any agreement or other circumstance because of which the person ceased to hold the substantial share interest;

(f)in relation to each change in a substantial share interest of the person since the person was last required to give notice of a change in a substantial share interest to the cooperative—

(i)the date of the change; and

(ii)the nature of the change; and

(iii)the consideration given in relation to the change; and

(iv)the class and number of shares affected by the change;

(g)the date the notice is given.

31   Cooperative to keep register

For the Act, section 278, the maximum fee a cooperative may charge for inspection of the register of notifiable interests is $10.

Part 8    Merger, transfer of engagements, winding up

32   Application for transfer

For the Act, section 300(d), the Aboriginal Councils and Associations Act 1976 (Cwlth) is a law under which a cooperative may, if approved, become registered or incorporated.

33   Winding up on registrar’s certificate

For the Act, section 307(6), the security a liquidator must give is $50,000 in the form of—

(a)cash; or

(b)a cheque drawn on or that permits or enables payment to be made by a financial institution; or

(c)a certificate of deposit issued by a financial institution; or

(d)a debenture or security guaranteed by the Commonwealth or a State; or

(e)a surety issued by a financial institution or a body corporate authorised to carry on insurance business under the Insurance Act 1973 (Cwlth).

34   Application of Corporations Act to winding-up

For the Act, section 308, the changes to the Corporations Act, sections 461, 464 and 542 stated in schedule 1, part 2 are prescribed.

Part 9    Arrangements and reconstructions

35   Registrar to be given notice and opportunity to make submissions

For the Act, section 333(2), definition draft explanatory statement, paragraph (b)(i), the information that must be in a draft explanatory statement is the information in schedule 6.

36   Explanatory statement required to accompany notice of meeting etc.

For the Act, section 341(3)(b)(i), the information that must be in an explanatory statement is the information in schedule 6.

37   Acquisition of shares pursuant to notice to dissenting shareholder

For the Act, section 347, a compulsory acquisition notice must be given in the approved form.

Maximum penalty—10 penalty units.

38   Notice to remaining shareholders

For the Act, section 349(1)(a), a notice to a remaining shareholder must be given in the approved form.

Maximum penalty—10 penalty units.

39   Effect of out-of-jurisdiction compromise or arrangement

For the Act, section 354, the following provisions of laws of another State are provisions corresponding to part 13 of the Act—

(a)the Co-operatives Act 1992 (NSW), section 344;

(b)the Co-operatives Act 1996 (Vic), section 339;

(c)the Co-operatives Act 1997 (NT), section 334;

(d)the Co-operatives Act 1997 (SA), section 334.

Part 10    Foreign cooperatives

40   Cooperatives law

For the Act, part 14, each of the following is a cooperatives law—

(a)the Co-operatives Act 1992 (NSW);

(b)the Co-operatives Act 1996 (Vic);

(c)the Co-operatives Act 1997 (NT);

(d)the Co-operatives Act 1997 (SA).

41   Application for registration of participating cooperatives

(1)For the Act, section 361(1), a participating cooperative proposing to carry on business as a cooperative in Queensland must apply to the registrar in the approved form to be registered as a foreign cooperative.

(2)A director or the secretary of the applicant cooperative must verify the statement required under the Act, section 361(2)(d) and a copy of an instrument of appointment required under the Act, section 361(2)(e) by statutory declaration.

42   Application for registration of non-participating cooperatives

(1)For the Act, section 362(1), a non-participating cooperative proposing to carry on business as a cooperative in Queensland must apply to the registrar in the approved form to be registered as a foreign cooperative.

(2)A director or the secretary of the applicant cooperative must verify the statement required under the Act, section 362(2)(b) and a copy of an instrument of appointment required under the Act, section 362(2)(c) by statutory declaration.

(3)For the Act, section 362(2)(d), the other documents that must accompany an application by a non-participating cooperative to be registered as a foreign cooperative are—

(a)a copy of the cooperative’s certificate of registration; and

(b)a copy of the latest audited accounts of the cooperative; and

(c)the full name, date and place of birth and residential address of each director of the cooperative.

43   Application of Act to foreign cooperatives

For the Act, section 366—

(a)the provisions of the Act in schedule 7, part 1 apply to a participating cooperative; and

(b)the provisions of the Act and this regulation in schedule 7, part 2 apply to a non-participating cooperative.

44   Registrar to be notified of certain changes

For the Act, section 367, the following documents must accompany particulars of a change a foreign cooperative files with the registrar—

(a)for a change of name resulting in the issue of a new or amended certificate of registration in the cooperative’s home State—a certified copy of the new or amended certificate;

(b)for a change affecting the rules of the cooperative—a certified copy of the new or amended rules.

Maximum penalty—20 penalty units.

45   Cooperative proposing to register as a foreign cooperative

(1)For the Act, section 370(1), the provisions of the Act a cooperative proposing to apply for registration as a foreign cooperative in another participating State must comply with are—

(a)part 5; and

(b)part 6; and

(c)part 9, divisions 5, 6 and 7; and

(d)part 10, division 1.

(2)For the Act, section 370(3), the documents the registrar must give to the cooperative are as follows—

(a)a certified copy of the cooperative’s certificate of registration;

(b)a certified copy of the cooperative’s rules;

(c)a certified copy of the last audited accounts of the cooperative filed with the registrar;

(d)a list giving the full name, date and place of birth, and residential address of each director of the cooperative;

(e)the address of the cooperative’s registered office in Queensland.

Part 11    Supervision and protection of cooperatives

46   Examination of involved person—allowance and expenses

For the Act, section 411(4), the allowance and expenses payable to an involved person are the allowance and expenses payable to a witness in a civil proceeding before a District Court.

Part 12    Administration of the Act

47   Inspection of register

For the Act, section 440(1)(b), the documents kept by the registrar relating to a cooperative that a person may inspect are documents given to, or issued by, the registrar under the Act other than the following—

(a)a document given to the registrar under 1 of the following provisions of the Act—

•section 243

•section 244

•section 318(4)

•section 323

•section 406(4)

•section 412(3)

•section 416(1)

•section 416(2);

(b)a report made or filed under the Act, schedule 4, section 13;

(c)a document given to the registrar under any of the following provisions of the Corporations Act as applied by the Act—

•section 311

•section 438D

•section 533.

Part 13    Relevant interests

48   Exclusions—holders of prescribed offices

For the Act, schedule 2, section 13, a relevant interest in a share or right to vote held by each person holding an office mentioned in schedule 8 is to be disregarded.

Part 14    Miscellaneous

49   Fees

(1)The fees payable under the Act are in schedule 9.

(2)The amount of the additional fee the registrar may impose for late filing of a document required to be filed under the Act is also in schedule 9.

50   Waiver of fees

The registrar may waive all or part of a fee payable under the Act if, in the registrar’s opinion—

(a)the fee is payable by a cooperative established mainly for—

(i)a charitable purpose; or

(ii)advancing the welfare of a disadvantaged class of persons; or

(b)there are special circumstances for waiving the fee or part of it.

51   Model rules

(1)The model rules in the attachment are approved.

(2)The attachment is not part of this regulation.

(3)The attachment must be revised so that it is an accurate copy of the model rules as amended from time to time.

(4)The revision under subsection (3) must happen in the first reprint of this regulation after an amendment of the model rules.

Schedule 1 Changes to Corporations Act provisions

sections 12 and 34

Part 1    Changes for the Act, section 232

1   Section 324(1)(f) and (2)(g) and (h), ‘except where the company is a proprietary company,’—

omit.

2   Section 324—

insert—

(2A)Despite subsection (2)(d), if at least 1 member of a firm is—

(a)ordinarily resident in Australia; and

(b)a person who the registrar considers is suitably qualified or experienced; and

(c)approved by the registrar for the purposes of the Act in relation to the audit of the cooperative’s financial reports;

      the firm may be appointed as auditor of the cooperative, subject to any terms and conditions stated in the approval.

(2B)A firm appointed as auditor under subsection (2A) is, in relation to the auditing of the cooperative’s financial reports, if any, taken to have at least 1 member who is a registered company auditor who is ordinarily resident in Australia.

(2C)Subsection (2B) applies subject to any terms and conditions of the approval.

3   Section 324(12), from ‘Where’ to ‘business’—

omit, insert—

Despite subsection (1)(d)

4   Section 324(14) and (15)—

omit, insert—

(13A)A person who, immediately before 1 September 1997, was the cooperative’s auditor and continues to be the auditor is taken, for the cooperative, to be a registered company auditor.

(13B)A firm that, immediately before 1 September 1997, was the cooperative’s auditor and continues to be the auditor is taken, for the cooperative, to have at least 1 member who is a registered company auditor who is ordinarily resident in Australia.

(14)If a person approved by the registrar under subsection (12) is acting as auditor of a cooperative, the registrar may at any time, by notice in writing given to the cooperative amend or revoke the terms and conditions of the registrar’s approval.

(15)If a member of a firm is approved by the registrar for the purposes of the Act in relation to the audit of the cooperative’s financial reports and the firm is acting as auditor of a cooperative, the registrar may, at any time, by written notice to the cooperative amend or revoke the terms and conditions of the registrar’s approval.

5   Section 329(1A), note—

omit.

6   Section 329—

insert—

(1B)Despite subsection (1A), the cooperative may pass the resolution only if at least 21 days notice of the meeting has been given.

7   Section 329(8), ‘Subject to subsection (9), the’—

omit, insert—

The

8   Section 329(9)—

omit.

9   Section 330(b)—

omit, insert—

(b)a certificate winding-up the cooperative is given by the registrar; or

(c)if paragraph (a) or (b) does not apply—an order is made by the Court for the winding-up of the cooperative.

Part 2    Changes for the Act, section 308

10   Section 461(h), ‘ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:’—

omit, insert—

the registrar has, because of an inquiry held under the Act, part 15, division 2 or 4, stated that—

11   Section 464, ‘Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act:’—

omit, insert—

If the registrar is holding or has held an inquiry under the Act, part 15, division 2 or 4 in relation to—

12   Section 542(3)—

insert—

(d)for a winding-up on a certificate of the registrar under the Cooperatives Act 1997, section 306—with the consent of the registrar.

Schedule 2 Particulars to be included in registers

sections 7 and 13

1   Register of members, directors and shares

(1)The register of members, directors and shares of a cooperative must contain the following particulars of each member—

(a)the name and address of each member;

(b)the date each member was admitted to the cooperative;

(c)the folio reference to the minute evidencing the board’s decision to admit the member;

(d)if the cooperative has share capital, a statement in relation to each member by whom shares are held of the following—

(i)the number of shares held beneficially and non-beneficially;

(ii)the identifying number of each share held;

(iii)the date the shares were allotted;

(iv)the amount paid or agreed to be considered as having been paid on the shares;

(e)if applicable, the date of and circumstances under which the member’s membership ended;

(f)if shares are purchased under section 170(1) of the Act—a statement of the number of shares purchased and the date the shares were purchased;

(g)if shares are forfeited under section 274 of the Act—a statement of the number of shares forfeited and the date the forfeiture was effected;

(h)if there is a conversion to a cooperative without share capital—the date of repayment of the share capital or the date of disposal and the name and address of the person or body to whom the share capital was repaid.

(2)The register of members, directors and shares of a cooperative must contain the following particulars for each director—

(a)the name, date and place of birth, and address of each director;

(b)the date of that person’s election or appointment as a director;

(c)whether the director is a non-member director;

(d)if applicable, the date of termination of office;

(e)if applicable, the way of termination of office.

2   Register of loans, securities given by, debentures issued by and deposits received by a cooperative

(1)The register of loans to, securities given by, debentures issued by and deposits received by a cooperative is required to contain the following particulars for each loan—

(a)the name of the person by whom the loan is made;

(b)the amount of the loan;

(c)the date the loan was received by the cooperative;

(d)the folio reference to the minute evidencing the board’s decision to accept the loan;

(e)a reference identifying the account created for the loan;

(f)the date of each payment made in relation to the loan and the amount of each payment made;

(g)if the loan is secured by a mortgage of real property—the address and particulars of title of the property and a reference identifying the mortgage agreement;

(h)if the loan is secured other than by a mortgage of real property—particulars of the security given and a reference identifying the agreement that evidences the security;

(i)the location of the documents relating to the security given for the loan;

(j)particulars of any movement of the documents from that location;

(k)the date of the final repayment made in relation to the loan.

(2)The register of loans to, securities given by, debentures issued by and deposits received by a cooperative must contain the following particulars for each debenture issued—

(a)the name and address of each person to whom a debenture is payable;

(b)the number and series of the debenture;

(c)the date of its issue;

(d)the amount of the debenture;

(e)the rate of interest;

(f)the dates of payment of principal;

(g)the place of payment;

(h)the name of the trustee (if applicable);

(i)the ledger folio;

(j)the name and address and occupation of the transferor;

(k)the date of transfer.

(3)The register of loans to, securities given by, debentures issued by and deposits received by a cooperative must contain the following particulars for each deposit received by the cooperative—

(a)the name and address of the depositor;

(b)the date of receipt;

(c)the amount deposited;

(d)the rate of interest (if any);

(e)the amount repaid;

(f)the date of conversion to shares or debentures (if applicable);

(g)the due date for repayment;

(h)the balance.

3   Register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by a cooperative

The register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by a cooperative must contain the following details for each person—

(a)the person’s full name and address;

(b)whether the person—

(i)has given a loan or deposit to the cooperative; or

(ii)holds securities given by the cooperative; or

(iii)holds debentures issued by the cooperative;

(c)a reference to the relevant entry in the register of loans to, securities given by, debentures issued by and deposits received by the cooperative.

4   Register of loans made or guaranteed by and securities taken by a cooperative

(1)The register of loans made or guaranteed by and securities taken by a cooperative must contain the following details for each loan made—

(a)the name of each member to whom a loan is made;

(b)the amount of the loan;

(c)the date the loan was approved;

(d)the folio reference to the minute evidencing the board’s decision to make the loan;

(e)a reference identifying the account created for the loan;

(f)the date of each advance made in relation to the loan and the amount of each advance made;

(g)if the loan is secured by a mortgage of real property—the address and particulars of title of the property and a reference identifying the mortgage agreement;

(h)if the loan is secured otherwise than by a mortgage of real property—particulars of the security taken and a reference identifying the agreement that evidences that security;

(i)the location of the documents relating to the security taken for the loan;

(j)particulars of any movement of the documents from that location;

(k)the date of the final repayment made in relation to the loan.

(2)The register of loans made or guaranteed by and securities taken by a cooperative must contain the following particulars for each loan guaranteed by the cooperative—

(a)the name of the member;

(b)the name of the lender;

(c)the amount of the loan;

(d)the date of the guarantee;

(e)the security documents held and any other information necessary to identify the parties to the security documents;

(f)the due date for repayment;

(g)the folio reference to the minutes evidencing the board’s decision to guarantee the loan.

5   Register of memberships cancelled

(1)The register of memberships cancelled under the Act must contain the following particulars for each member whose membership is cancelled—

(a)the name of the member;

(b)if the whereabouts of the member are unknown—

(i)the date the required period of the member’s whereabouts being unknown started; and

(ii)if the amount required to be paid to the member because of the cancellation is more than $50—the date of publication of the required notice in a newspaper and the name of the newspaper;

(c)if the whereabouts of the member are known—

(i)the date of the member’s last active dealing with the cooperative; and

(ii)the date of giving the required notice to the member;

(d)the date and folio number of the board’s resolution cancelling the membership.

(2)Also, if the member’s shares are forfeited because of cancellation of the person’s membership, the register must contain the following—

(a)the amount subscribed in respect of the shares forfeited;

(b)the date and folio number of the board’s resolution forfeiting the shares;

(c)if the date fixed by the board resolution for repayment of the amount paid up on shares is within 1 year of forfeiture—

(i)the date of repayment; or

(ii)if the amount is dealt with under the Act, section 132—the date and how the amount is applied;

(d)if the amount due is to be transferred to a debenture or deposit account—

(i)the date of repayment; and

(ii)the date of transfer to the account.

(3)Subsection (2) applies only to cooperatives that have a share capital.

6   Register of fixed assets

The register of fixed assets of a cooperative must contain the following particulars—

(a)a short description of the fixed asset;

(b)the method of financing any fixed asset that is leased;

(c)the physical location of the asset;

(d)the date of its purchase or installation;

(e)the manner in which depreciation is calculated;

(f)the annual percentage at which depreciation is calculated;

(g)the annual amount of depreciation or amortisation;

(h)the total amount of depreciation or amortisation;

(i)the revaluation increment;

(j)the sale price;

(k)the date sold.

7   Register of subordinated debt

The register of subordinated debt must contain for each subordinated debt incurred—

(a)the name and address of the person to whom the debt is owed;

(b)the amount of the debt;

(c)the date the debt was incurred;

(d)the folio reference to the minute evidencing the board’s decision to incur the debt;

(e)a reference identifying the account created for the debt;

(f)the date of each payment made in relation to the debt and the amount of each payment made;

(g)the date of the final repayment made in relation to the debt.

8   Register of names for subordinated debt

The register of names of persons who provided to a cooperative financial accommodation that is subordinated debt must contain the following details for each person—

(a)the person’s full name and address;

(b)a reference to the relevant entry in the register of subordinated debt.

Schedule 3 Postal ballots

section 9

1   Ballots

The board must formulate the proposal or proposals on which a ballot is to be held and fix a date for the close of the ballot.

2   Returning officer

(1)The board must appoint a person (other than a director) as returning officer for a ballot.

(2)For performing the duties of returning officer, the returning officer may appoint, as assistants, anyone eligible to be a returning officer.

3   Preparation of voting roll and ballot papers

The returning officer must—

(a)prepare a roll specifying—

(i)the name and address of each member of the cooperative, as disclosed by the register of members, directors and shares; and

(ii)the number of votes to which each member is entitled under the rules of the cooperative; and

(b)cause the following to be sent to each member at least 21 days before the date fixed for the close of the ballot—

(i)a ballot paper, and an inner, middle and outer envelope;

(ii)a copy of the proposal on which the vote is to be held;

(iii)for a special postal ballot—a copy of the disclosure statement mentioned in section 194 of the Act.

4   Duplicate ballot papers

The returning officer may send a duplicate ballot paper to a voter if the returning officer is satisfied—

(a)the voter has not received a ballot paper; or

(b)the ballot paper received by the voter has been lost, spoilt or destroyed and that the voter has not already voted.

5   Voting

A voter casts a vote—

(a)by writing ‘yes’ or ‘no’ in the appropriate place or places on the ballot paper or indicating the voter’s intention in another way; and

(b)by completing any other particulars required by the ballot paper; and

(c)by sending the ballot paper, in the envelopes supplied, to the returning officer.

6   Safe keeping of ballot papers

The returning officer must place all outer envelopes received before the close of the ballot (and their contents) in a locked ballot box.

7   Counting of votes

(1)As soon as practicable after the close of the ballot, the returning officer must open the ballot box and deal with the contents as follows—

(a)each outer envelope and middle envelope containing particulars that identify the voter is to be removed from the ballot box;

(b)any middle envelope that bears a name that does not correspond to 1 of the remaining names on the voting roll is to be rejected;

(c)a line is to be drawn on the voting roll through the name of each person from whom an unrejected middle envelope has been received;

(d)each outer envelope, and each middle envelope that has not been rejected, is to be discarded and the inner envelope containing the ballot paper is to be placed in the ballot box;

(e)after all the outer envelopes, and middle envelopes that have not been rejected, have been discarded and all the inner envelopes put into the ballot box, each inner envelope is to be removed from the ballot box;

(f)each ballot paper is to be removed from its inner envelope;

(g)the votes on the ballot papers are then to be counted.

(2)A ballot paper is to be rejected as informal if—

(a)it is not initialled by the returning officer; or

(b)it is so imperfectly marked the returning officer can not find out the voter’s intention with certainty.

(3)For each proposal, the returning officer must work out from the ballot papers—

(a)the number of formal votes cast in favour of the proposal concerned; and

(b)the number of formal votes cast against the proposal; and

(c)the number of informal votes cast.

8   Report

(1)After the votes have been counted, the returning officer must report to the board the results of the ballot.

(2)The returning officer must retain locked in the ballot box until the board directs the returning officer to destroy them—

(a)all ballot papers; and

(b)all rejected middle envelopes (and their contents); and

(c)all voting rolls used for the conduct of the ballot.

Schedule 5 Undesirable matter for names

section 18

1Names that are likely to be confused with or mistaken for—

(a)a name reserved or registered under the Corporations Act; or

(b)the name of any of the following registered in Queensland—

•an incorporated association

•a building society

•a cooperative

•a cooperative housing society

•a credit union

•a foreign cooperative

•a foreign society

•a friendly society; or

Example—

It may be unsuitable for a cooperative to be called Hypothetical Cooperative Limited if a corporation known as Hypothetical Limited already exists.

(c)a name registered on the register established and maintained under the Business Names Registration Act 2011 (Cwlth), section 22; or

(d)a name held under the Business Names Registration Act 2011 (Cwlth), section 54; or

(e)a name held under the Business Names Registration (Transitional and Consequential Provisions) Act 2011 (Cwlth), schedule 1, item 5.

2Names that are misleading in relation to the nature, objects or purposes of the businesses conducted or to be conducted under the names or any other matter.

3Names that may be offensive to members of the public or a section of the public.

4Names containing the following words or phrases, any abbreviation of them or any similar words, phrases or abbreviations—

•aboriginal corporation

•aboriginal council

•building society

•chamber of commerce

•chamber of industry

•chamber of manufacturers

•chartered

•college of advanced education

•consumer

•cooperative housing society

•credit cooperative

•credit society

•credit union

•executor

•friendly society

•futures exchange

•guarantee

•incorporated

•institute of advanced education

•made in Australia

•savings

•Starr Bowkett

•stock exchange

•Torres Strait Islander corporation

•trust

•trustee

•university.

5Names that in the context in which they are proposed to be used are capable of suggesting either of the following—

(a)a connection with a member of the Royal Family that does not exist;

(b)that Royal patronage has been received when this is not the case.

6Names that, in the context in which they are proposed to be used, are capable of suggesting a connection with the State, the Government of the Commonwealth or a State or another part of the Queen’s dominions, possessions or territories.

7Names that include the words ‘Commonwealth’ or ‘federal’.

8Names that in the context in which they are proposed to be used, are capable of suggesting a connection with the government of a foreign country.

9Names that in the context in which they are proposed to be used, are capable of suggesting a connection with a department, authority or instrumentality of the government of the Commonwealth or a State or with a local government.

10Names that in the context in which they are proposed to be used are capable of suggesting either of the following—

(a)connection with an ex-servicemen’s organisation that does not exist;

(b)that the members of an organisation are totally or partially incapacitated when this is not the case.

11Names that are subject to restrictions under Commonwealth Acts including, but not limited to the following—

•International Organisations (Privileges and Immunities) Act 1963 to the extent it prevents assumption or use in connection with a trade, business, profession, calling or occupation, of the name or an abbreviation of the name of the United Nations or any other prescribed international organisation

•Banking Act 1959 to the extent it prevents the assumption or use, in relation to financial business, of ‘bank’, ‘banker’, or ‘banking’ or any similar word

•Protection of Word “Anzac” Regulations to the extent it prevents the assumption or use of the word ‘Anzac’ or any word resembling it in connection with any trade, business, calling or profession, any entertainment, lottery or art union or as the name or part of the name of a private residence, boat, vehicle or charitable or other institution, or any building of the institution

•Defence (Prohibited Words and Letters) Regulations to the extent it prohibits the use in connection with a trade, business, calling or profession or by an organisation or body of persons of the words and letters set out in the regulation (being words and letters indicative of a part of the armed forces of Australia)

•Scout Association Act 1924 to the extent it prevents the use of the name ‘Scout Association’ or any name implying that any other society or body is the association or a branch of the association

•Geneva Conventions Act 1957 to the extent it prevents the use of ‘Red Cross’, ‘Geneva Cross’, ‘Red Crescent’, or ‘Red Lion and Sun’ or wording resembling any of those expressions.

12Names that are subject to restrictions under Queensland Acts including, but not limited to, the following—

•Architects Act 2002

•Health Practitioner Regulation National Law

•Police Service Administration Act 1990

•Surveyors Act 2003

•Veterinary Surgeons Act 1936.

13A name that contains—

•‘24th’, ‘twenty-fourth’ or ‘XXIVth’ and the word ‘Olympic’, ‘Olympics’ or ‘Games’

•‘27th’, ‘twenty-seventh’ or ‘XXVIIth’ and the word ‘Olympiad’

•‘Share the Spirit’

•‘Sydney’ and the number ‘2000’ or the words ‘two thousand’

•‘gold’ and the number ‘2000’ or the words ‘two thousand’

•‘games’ and the number ‘2000’ or the words ‘two thousand’

•‘games city’

•‘summer games’

•‘Sydney games’

•‘millennium games’

•‘gold Games’

•a word or an abbreviation of a word in an item in column 1 or 2 and 1 or more words or abbreviations of words in column 3

•a word or an abbreviation of a word in column 1 or 2 that, in the context in which it is proposed to be used, suggests a connection with—

•the Summer Games of the 27th Olympiad to be conducted under the auspices of the International Olympic Committee (Sydney Olympic Games)

•the Paralympic Games to be held in Sydney in the year 2000 and conducted under the auspices of the International Paralympic Committee (Sydney Paralympic Games)

•the Sydney Olympic Games or the Sydney Paralympic Games in some other way—

Column 1	Column 2	Column 3
Olympic	Paralympic	City
Olympics	Paralympics	Gold
Olympiad	Paralympian	Games
Olympian	Millennium
Summer
Sydney
Two Thousand
2000

14

(1)Section 13 so far as it relates to matters specified in the table does not apply if the relevant authority has consented in writing to the use of the proposed name.

(2)In subsection (1)—
relevant authority means—

(a)for a name that suggests a connection with the Summer Games of the Twenty-Seventh Olympiad—the Sydney Organising Committee for the Olympic Games; or

(b)for a name that suggests a connection with the Paralympic Games to be held in Sydney in the year 2000—

(i)if the application is lodged before the registration of a company to be known as the Sydney Paralympic Organising Committee Limited—the Director-General of the Premier’s Department of New South Wales; or

(ii)if the application is lodged after the incorporation of the company—the Sydney Paralympic Organising Committee Limited.

Schedule 6 Information for draft explanatory statements and explanatory statements

sections 35 and 36

1   Definitions for schedule

In this schedule—

explanatory statement includes draft explanatory statement.

internal creditor, of a cooperative, means a creditor who is—

(a)a member of the cooperative; or

(b)a relative or spouse of a member of the cooperative; or

(c)a relative of the spouse of a member of the cooperative.

scheme means the proposed compromise or arrangement.

scheme cooperative means a cooperative to whom a scheme applies.

scheme creditor means a creditor or class of creditors of a cooperative to whom the scheme is to apply.

scheme member means a member or class of members of a scheme cooperative.

2   Information about proposed compromise or arrangement with creditors

(1)If the proposed compromise or arrangement is with creditors, the information the explanatory statement must include in relation to the proposed compromise or arrangement is—

(a)the expected dividend that would be available to scheme creditors if the cooperative were to be wound up within 6 months after the date of hearing of the application to the Supreme Court under the Act, section 332; and

(b)if a composition of debts is proposed—the expected dividend that would be paid to scheme creditors if the scheme were put into effect; and

(c)a list of the names of all known scheme creditors and the debts owed to them; and

(d)if a scheme creditor is known to be a guaranteed creditor—the name of the creditor and the amount of the debt owed to the creditor; and

(e)if a scheme creditor is known to be an internal creditor—the name of the creditor and the amount of the debt owed to the creditor.

(2)The explanatory statement must also state that an order under the Act, section 332 is not an endorsement of, or expression of opinion on, the scheme.

(3)The statement must also contain or include—

(a)a report of the cooperative in the approved form, showing the financial position of the cooperative at a day, within 1 month before the day the intended application under the Act, section 332 is to be made to the court; and

(b)a copy, certified by a director or the principal executive officer or secretary of the cooperative to be a true copy, of all accounts, including any group accounts, required to be laid before the cooperative at its annual general meeting; and

(c)a copy of each document required by law to be attached to the accounts mentioned in paragraph (b); and

(d)if the scheme cooperative is a trustee—a statement—

(i)of the number of trusts the trustee administers; and

(ii)whether the trustee carries on any business separate from the trust; and

(iii)how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, before the date of the meeting; and

(e)if any person who would be appointed to manage the scheme proposes to charge for his or her services and services of his or her staff under a particular scale of charges—the scale of charges.

3   Information about proposed compromise or arrangement with members or class of members

(1)If the proposed compromise or arrangement is with members or a class of members, the information the explanatory statement must include in relation to the proposed compromise or arrangement is—

(a)unless paragraph (b) applies—in relation to each director of the cooperative—

(i)whether the director recommends accepting or rejecting the scheme and the reasons for the recommendation; or

(ii)if the director is not available to consider the scheme—that the director is not available to consider the scheme and the reasons the director is not available to consider it; or

(iii)in any other case—that the director does not wish to make, or does not consider himself or herself justified in making, a recommendation and, if the director requires, the reasons for not making a recommendation; or

(b)if the cooperative is not being wound up or is under official management—in relation to each liquidator or official manager—

(i)whether the liquidator or official manager recommends accepting or rejecting the scheme and the reasons for the recommendation; or

(ii)if the liquidator or official manager does not wish to make a recommendation—the reasons for not wishing to make the recommendation.

(2)The statement must also include—

(a)the number, description and amount of marketable securities of the cooperative the subject of the scheme held by or for each director of the cooperative or, if none are held by or for the director, a statement to that effect; and

(b)whether each director of the cooperative who holds shares, or for whom shares are held, in the cooperative—

(i)intends to vote for or against the scheme; or

(ii)has not decided whether to vote for or against the scheme; and

(c)if the other party to the proposed reconstruction or amalgamation is or includes a corporation—whether any marketable securities of the corporation are held by or for a director of the scheme cooperative and, if so, the number, description and amount of the marketable securities; and

(d)particulars of any payment or other benefit that is proposed to be made or given to—

(i)any director, principal executive officer or secretary of the scheme cooperative as compensation for loss of, or as consideration for his or her retirement from, office in the cooperative or a related corporation; or

(ii)any director, principal executive officer or secretary of a related corporation as compensation for loss of, or as consideration for his or her retirement from, office in the related corporation or the scheme cooperative; and

(e)if there is any other agreement or arrangement made between a director of the scheme cooperative and another person in relation to or conditional on the outcome of the scheme—particulars of the agreement or arrangement; and

(f)if the object of the scheme is for a cooperative to acquire control of another corporation that is a company—particulars of the nature and extent of any interest of a director of the company in any contract entered into by the cooperative; and

(g)whether, within the knowledge of—

(i)the directors of the cooperative the subject of the scheme; or

(ii)if the cooperative is in liquidation or under official management—the liquidator or official manager;

the financial position of the cooperative has materially changed since the date of the last balance sheet laid before the cooperative in a general meeting and if so, full particulars of the change; and

(h)any other information material to making a decision in relation to the scheme, being information that has not previously been disclosed to the scheme members and is within the knowledge of any director, liquidator or official manager of a scheme cooperative or a related scheme.

(3)If—

(a)the other party to the proposed reconstruction or amalgamation of the scheme cooperative has a prescribed shareholding in the cooperative; or

(b)a director of any corporation that is the other party to the proposed reconstruction or amalgamation is a director of a scheme cooperative;

the statement must include a copy of a report made by an expert who is not associated with the corporation that is the other party, stating whether or not, in his or her opinion, the proposed scheme is in the best interests of the members of the scheme cooperative and the reasons for the opinion.

(4)If the scheme cooperative obtains 2 or more reports, each of which could be used for subsection (3), the statement must include a copy of each report.

(5)If—

(a)the scheme cooperative obtains a report for subsection (3); and

(b)the report contains—

(i)a forecast of the profits or profitability of the cooperative; or

(ii)a statement that the market value of an asset or assets of the cooperative or a related corporation differs from an amount at which the value of the asset or assets is shown in the books of the cooperative or the related corporation;

the report must not be included in the statement without the written consent of the registrar and in accordance with any conditions of the consent.

(6)For subsection (3)—

(a)a person has a prescribed shareholding in a cooperative if the person is entitled to at least 30% of the voting shares in the cooperative; and

(b)a person has a prescribed shareholding in a cooperative in which the voting shares are divided into 2 or more classes of shares if the person is entitled to at least 30% of the shares in 1 of those classes.

(7)If all or part of the consideration to be offered to a scheme member consists of marketable securities issued, or to be issued, by a corporation, the statement must set out the formula to be applied to find out the number of marketable securities to be issued to each scheme member and the basis on which the formula was developed.

(8)If marketable securities of the same class as those mentioned in subsection (7) are granted official quotation on a securities exchange, the statement must state the fact, specify the securities exchange concerned, and state—

(a)the latest recorded sale price before the date the statement is sent to the registrar; and

(b)the highest and lowest recorded sale prices in the 3 months immediately before the date the statement is sent to the registrar and the dates of the relevant sales; and

(c)if the scheme has been the subject of a public announcement in newspapers or in any other way before the statement was sent to the registrar—the latest recorded sale price immediately before the public announcement.

(9)If the marketable securities mentioned in subsection (8) are granted official quotation on more than 1 securities exchange, it is enough compliance with subsection (8)(a) and (c) if information on the marketable securities is given for the securities exchange at which there has been the greatest number of recorded dealings in the securities in the 3 months immediately before the date the statement is sent to the registrar.

(10)However, if the securities have not been granted official quotation on a securities exchange, the statement must include all the information a director, liquidator or official manager of the scheme cooperative or of a related corporation has about the number of securities sold in the 3 months immediately before the explanatory statement was prepared and the price of the securities or, if the information or any part of it can not be found, a statement to that effect.

(11)The statement must include particulars of the intentions of the directors of the cooperative the subject of the scheme in relation to—

(a)the continuation of the business of the cooperative or, if the undertaking of the cooperative or any part of the undertaking is to be transferred, how the undertaking or the part of the undertaking is to be conducted in the future; and

(b)any major changes to be made to the business of the cooperative, including any redeployment of fixed assets of the cooperative; and

(c)the future employment of the present employees of the cooperative.

Schedule 7 Provisions of Act and regulation applying to participating and non-participating cooperatives

section 43

Part 1    Provisions applying to participating cooperatives

1part 1, division 4

2section 247

3section 254

4section 308 (but only to the extent that it adopts the Corporations Act, part 5.4B)

5part 17

6section 464

Part 2    Provisions applying to non-participating cooperatives

1part 1, divisions 3 and 4

2section 13(2)

3section 14

4section 15

5part 3, divisions 1 to 4

6section 79

7part 4, division 5

8section 100

9section 102

10section 103

11section 243

12section 244

13section 247

14part 10, division 1

15part 12, divisions 3 to 7

16part 13

17part 17

18section 464

Schedule 8 Holders of prescribed offices

section 48

Commonwealth

1The Treasurer

2A trustee under the Bankruptcy Act 1966 (Cwlth), part 4, 10 or 11

3Each of the following officers of ASIC—

•the chairperson, deputy chairperson or member of the commission

•president or member of the takeovers panel

Australian Capital Territory

4Registrar or master of the Australian Capital Territory Supreme Court

5Treasurer

6The public trustee under the Public Trustee Act 1985 (ACT)

New South Wales

7Treasurer

8The public trustee under the Public Trustee Act 1913 (NSW)

9The master under the Supreme Court Act 1970, (NSW) part 8, division 1

10The supervisor of loan fund companies under the Loan Fund Companies Act 1976 (NSW)

11The protective commissioner under the Protected Estates Act 1983 (NSW)

Northern Territory

12Treasurer

13Public trustee under the Public Trustee Act 1979 (NT)

14Master of the Supreme Court of the Northern Territory

15Commissioner for corporate affairs

Queensland

16Treasurer

17Commissioner for corporate affairs

18Public trustee

19Registrar of the Supreme Court of Queensland

South Australia

20Treasurer

21Curator of prisoners property under the Criminal Law Consolidation Act 1935 (SA)

22Public trustee under the Public Trustee Act 1995 (SA)

23Master or accountant under the Supreme Court Act 1935 (SA)

Tasmania

24Administrator under the Criminal Code, chapter 49 (Tas)

25Treasurer

26Commissioner for corporate affairs

27Public trustee under the Public Trustee Act 1930 (Tas)

28Registrar of the Supreme Court of Tasmania

Victoria

29Treasurer

30Commissioner for corporate affairs

31State Trustees Limited ACN 064 593 148

32Master under the Supreme Court Act 1986 (Vic)

Western Australia

33Treasurer

34Commissioner for corporate affairs

35Public trustee under the Public Trustee Act 1941 (WA)

36Master or registrar of the Supreme Court of Western Australia under the Supreme Court Act 1935 (WA)

Schedule 9 Fees

section 49

$
1	Approval of a disclosure statement under section 17, 149(3), 194(3), 257, 260(3), 294 or 374 of the Act	384.00
2	Application for an exemption under section 143B, 233, 268(3), 282, 290, 294(4) or 374(4) of the Act	384.00
3	Submission of proposed rules for approval under section 18 of the Act	191.70
4	Application for registration under section 19, 24 or 361 of the Act	191.70
5	Application for registration under section 362 of the Act	946.80
6	Certificate issued under section 34 or 60(2) of the Act	47.95
7	Uncertified copy of rules under section 102(3) of the Actor a document under section 440(1)(e) of the Act—
(a)  for the first page	9.30
(b)  for each additional page	1.70
8	Submission of a proposed alteration of rules for approval under section 106 of the Act—
(a)  for each rule to be altered	19.15
(b)  maximum fee	191.70
9	Application for the registration of an alteration of rules under section 109 of the Act	47.95
10	Application under section 121(3) of the Actabout a member’s eligibility to vote	191.70
11	Application to review a matter under section 180(2) of the Act	191.70
12	Filing fee for the registration of a special resolution under section 191 of the Act	47.95
13	Application under section 238(1)(d) of the Actto keep a register at an office approved by the registrar	47.95
14	Giving a notice of appointment or cessation of appointment of a person as a director, principal executive officer or secretary under section 241 of the Act	nil*
15	Filing an annual report under section 242 of the Act	nil*
16	Application for approval of an abbreviation or elaboration of a name mentioned in section 246(e) of the Act	47.95
17	Giving a notice of a new address under section 249(3) of the Act	nil*
18	Application for the registrar’s statement of a maximum share interest mentioned in section 273(2) of the Act	384.00
19	Approval of a resolution by the registrar under section 273(5) of the Act	191.70
20	Application for approval of a share offer under section 284(1)(b) of the Act	384.00
21	Application for an extension of time under section 286(5) of the Act	95.85
22	Application for the registrar’s consent mentioned in section 71(2), 293(2) or 373(3) of the Actor schedule 6, section 3(5) of this regulation	95.85
23	Application for approval of a merger or transfer of engagements under section 295 or 375 of the Act	384.00
24	Giving a notice of hearing under section 333(1)(a) of the Act	95.85
25	Application to approve an explanatory statement under section 342 of the Act	946.80
26	Filing an office copy of an order under section 344(4) of the Act	nil*
27	Filing particulars of a change concerning a foreign cooperative under section 367 of the Act	nil*
28	Filing a copy of a balance sheet under section 368 of the Act	nil*
29	Giving notice of the cessation of business under section 369 of the Act	nil*
30	Application for a certificate under section 370 of the Act	1,145.00
31	Application to have the registrar call a special meeting or hold, or appoint an inspector to hold, an inquiry under section 425 of the Act	384.00
32	Application for an extension, or abridgement, of time under section 431 of the Act	95.85
33	Inspection of a register or prescribed documents under section 440(1)(a) or (b) of the Act	19.15
34	Extract from a register under section 440(1)(c) of the Act	19.15
35	Certified copy of a document under section 440(1)(d) of the Act—
(a)  for the first page	38.35
(b)  for each additional page	3.55
36	Application for permission to give notice by newspaper under section 464(2)(c)(iii) of the Act	95.85
37	Application for a direction under schedule 4, section 3(1)(f) of the Act	47.95
38	Filing a managing controller’s report under schedule 4, section 12(2) of the Act	nil*
39	Inspection of a managing controller’s report as mentioned in schedule 4, section 12(3)(b) of the Act	19.15
40	Filing a receiver’s report under schedule 4, section 13(1)(c) of the Act	nil
41	Filing a notice of obtaining an order or making an appointment under schedule 4, section 18(1)(a) of the Act	nil*
42	Filing a notice of appointment of a person to enter into possession or take control of property of a cooperative under schedule 4, section 18(2)(a) of the Act	nil*
43	Filing a notice that a person has entered into possession or taken control of property of a cooperative under schedule 4, section 18(3)(a) of the Act	nil*
44	Filing a notice of change in the situation of a controller’s office under schedule 4, section 18(5) of the Act	nil*
45	Filing a notice of cessation as a controller under schedule 4, section 18(6)(a) of the Act	nil*
46	Filing a copy of a reporting officers’ report under schedule 4, section 20(2)(c)(i) of the Act	nil*
47	Filing a copy of a notice under schedule 4, section 20(4) of the Act	nil
48	Filing a copy of a court order under schedule 4, section 20(5) of the Act	nil
49	Filing a controller’s account under schedule 4, section 23(1) of the Act	nil*
50	Filing a report under the Corporations Act, section 320 as applied by the Act	nil*
51	Filing a disclosure document under the Corporations Act, section 718 as applied by the Act	3,294.00
52	Filing a supplementary or replacement document under the Corporations Act, section 719 as applied by the Act	nil*
53	Filing an application for the registrar to exercise powers conferred by the Corporations Act, section 601AE or 601AF as applied by the Act	384.00
54	Filing any other document under the Corporations Act as applied by the Act	nil*
55	Application for an exemption under the Corporations Act, section 111AT, 283GA or 741 as applied by the Act	384.00
56	Filing an application or request to the registrar to exercise a power, or to do an act the registrar is authorised or required to exercise or do on application or request, for which no other fee is prescribed	47.95
57	Late fee—
(a)  less than 28 days late	95.85
(b)  28 days late or later	384.00
* indicates late fee stated in item 57 applies

Attachment Model Rules 1997

section 51

Rules of a non-trading cooperative without share capital registered under the Cooperatives Act 1997 (Qld)

1   Interpretation

In these rules—

Editor’s note—

This section only contains definitions required for the rules. Other defined terms may be found in the Act or the Acts Interpretation Act 1954, for example, schedule 1 (Meaning of commonly used words and expressions).

active member means a member who is in active membership within section 5.

auditor means auditor or auditors for the time being of the cooperative appointed under the regulation.

director includes deputy director.

financial institution account means an account at a financial institution into which the cooperative’s money may be paid.

financial year means the financial year of the cooperative specified in section 51.

member means a member of the cooperative.

special resolution means a resolution passed in accordance with section 33.

the regulation means the Cooperatives Regulation 1997.

2   Rules

(1)The rules of the cooperative have the effect of a contract under seal—

(a)between the cooperative and each member; and

(b)between the cooperative and each director, the principal executive officer and the secretary of the cooperative; and

(c)between a member and each other member.

(2)Under the contract, each of those persons agrees to observe and perform the rules as in force for the time being so far as those provisions apply to the person. [s 100]

(3)The rules may be altered by a special resolution, [s 107] by a resolution of the board in accordance with section 108 of the Act or as otherwise permitted by the Act.

(4)An alteration to these rules does not take effect until it is registered by the registrar. [s 109]

(5)A member is entitled to obtain a copy of the rules on payment of $… (maximum $5 for the first page and $1 for each additional page or if no fee is fixed, $5). [s 102(1)]

(6)Any person may obtain a copy of these rules from the registrar on payment of the prescribed fee. [s 102(3)]

3   Powers

The cooperative has the power of an individual and the ability to restrict or place additional powers in the rules. [s 39]

4   Name

(1)The name of the cooperative is [s 245] .................................. .

(2)The cooperative may change its name under section 248 of the Act.

(3)The cooperative may abbreviate its name under section 246 of the Act.

5   Active membership provisions

(1)Under part 6 of the Act—

Primary activity

...................................................................................................

...................................................................................................

...................................................................................................

...................................................................................................

is a primary activity of the cooperative; and

Active membership requirements

a member must—

...................................................................................................

...................................................................................................

...................................................................................................

...................................................................................................

to establish active membership of the cooperative.

**Payment of a regular subscription to be applied to the cooperative’s primary activity is enough to establish active membership.

(2)All members of a cooperative must be active members.

(3)A member who fails to be or ceases to be an active member must, subject to the Act, in particular to section 132 of the Act, have their membership cancelled and their interest forfeited.

6   Qualifications for membership

A person is not qualified to be admitted to membership of the cooperative unless there are reasonable grounds for believing the person will be an active member of the cooperative. [s 61]

7   Membership, subscriptions, periodic fees

(1)The cooperative must give to a person intending to become a member written notice of entry fees or regular subscriptions payable by a member of the cooperative. [s 72]

(2)An application for membership and any amount required must be lodged at the registered office in the application form approved by the board.

(3)Every application must be considered by the board.

(4)If the board approves of the application, the applicant’s name and any other information required under the Act must be entered in the register of members.

(5)The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attaching to membership.

(6)The board may, at its discretion, refuse an application for membership. The board need not assign reasons for the refusal. On refusal any amounts accompanying the application for membership must be refunded without interest.

8   Ceasing membership

A person ceases to be a member in any of the following circumstances—

(a)if the member’s membership is cancelled under part 6 (Active membership requirements);

(b)if the member is expelled under these rules;

(c)if the member becomes bankrupt and the trustee of the member’s estate disclaims any debt, contract, duty or liability of the member with the cooperative;

(d)on death of the member;

(e)if the contract of membership is rescinded on the ground of misrepresentation or mistake;

(f)on the expiry of 1 month’s written notice of the member’s intention to resign from membership, given by the member to the secretary;

(g)for a corporation—if the corporation is dissolved. [ss 66, 67]

9   Expulsion of members

(1)Subject to the Act, part 6, division 4, a member may be expelled from the cooperative by special resolution to the effect—

(a)that the member has failed to discharge the member’s obligations to the cooperative under these rules or a contract; or

(b)that the member has acted in a way that has—

(i)prevented or hindered the cooperative in carrying out its primary activity or one or more of its primary activities; or

(ii)brought the cooperative into disrepute; or

(iii)been contrary to one or more cooperative principles as described in section 7 of the Act and has caused the cooperative harm.

(2)Written notice of the proposed resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.

(3)If a general meeting is to be called under this section the following procedures apply—

(a)at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and cross examine witnesses called against the member;

(b)if the member fails to attend at the time and place mentioned, without reasonable excuse, the act must be considered and the cooperative may decide on the evidence before it, despite the absence of the member;

(c)once the act is considered, the cooperative may decide to expel the member who committed the act;

(d)the cooperative must not make a decision on the act or on expulsion, except by vote by secret ballot of the members present and entitled to vote. A motion for the decision is not taken to be passed unless two-thirds of the members present and entitled to vote, vote in favour of the motion.

(4)If a member is expelled from the cooperative all amounts owing by the member to the cooperative become immediately payable in full.

(5)Payment to the expelled member of any amount owing by the cooperative to the member must be made at the time decided by the board but within 1 year from the date of expulsion. [s 76]

(6)An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution. [s 76]

10   Suspension of members

(1)The cooperative may, in general meeting, suspend a member, by special resolution, for not more than 1 year, who does any of the following acts—

(a)contravene any of these rules (other than by-laws);

(b)fail to discharge obligations to the cooperative, whether under these rules or a contract;

(c)act detrimentally to the interests of the cooperative.

(2)If in the opinion of the board, a member does an act mentioned in subsection (1), the board may call a special general meeting, if required, within 28 days of the occurrence of the act to consider it.

(3)If a general meeting is to be called under this section the procedure in section 9(3) applies and all references to expulsion in section 9(3) are taken to be references to suspension.

11   Disputes

(1)If there is a dispute or grievance existing between members, a member or members and the cooperative (the parties involved) then—

(a)all parties must meet to discuss, and if possible resolve, the dispute or grievance within the earlier of 14 days of the dispute or grievance arising to the knowledge of all involved, or a party giving notice to the other party’s involved of the dispute or grievance;

(b)if the dispute or grievance is not resolved under paragraph (a), within 10 days of the meeting required in that paragraph taking place a further meeting must be held by all parties involved in the presence of a mutually agreed referee. In the absence of agreement as to a referee then the meeting must be held in the presence of a referee, whether a member of the cooperative or otherwise, appointed by the board of the cooperative.

(2)The referee must not make a decision binding on the parties but must conciliate and mediate.

(3)If the grievance or dispute is not settled under subsection (1)(b) then all parties must agree to seek resolution within 10 days by the assistance and with the mediation of the Alternative Dispute Resolution Division of the Department of Justice.

(If there is an entitlement to expel a member under the Act, rules, regulations or contract the grievance procedure does not apply unless the members, by special resolution vote for the procedure to apply, or vote for it to apply while reserving the right to vote on expulsion if the matter is not resolved by the grievance procedure)

(4)In subsection (1)—

members does not include independent directors, non-member employees or non-member officers. [s 82]

12   Fines payable by members

(1)The board may impose on a member a maximum fine of $… (not more than $100) for a contravention of the rules.

(2)A fine must not be imposed on a member under subsection (1) unless—

(a)written notice of intention to impose the fine and the reason for it has been given to the member; and

(b)the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, to show cause why the fine should not be imposed.

13   Liability of members to cooperatives

(1)A member is, under section 70 of the Act, liable to pay to the cooperative the charges, including entry and periodic fees, payable by the member to the cooperative under these rules.

(2)On the death of a member, the member’s estate is subject to the same liability as the member would have been until the member’s personal representative or some other person is registered in the member’s place. [s 66(2)]

(3)Joint members are jointly and severally liable for charges mentioned in subsection (1).

14   Forfeiture and cancellations—inactive members

(1)The board must, after giving notice under section 130 of the Act, declare the membership of a member who was a member for the period stated in the notice cancelled if—[s 125]

(a)the whereabouts of the member are not presently known to the cooperative and have not been known to the cooperative for a continuous period of at least … (not more than 3 years, section 125) … years before that date; or

49   Removal from office of director

The cooperative may by special resolution remove a director before the end of the director’s term of office, and may by a simple majority appoint another person in place of the director. The person appointed must retire when the removed director would have done if not removed. [s 213(2)]

50   Vacation of office of director

A director vacates office—

(a)if disqualified or otherwise unable to be a director under section 208 of the Act; or

(b)if the director absents himself from 3 consecutive ordinary meetings of the board without its leave; or

(c)if the director resigns the office of director by written notice given by the director to the cooperative; or

(d)if the director is removed from office by special resolution of the cooperative; or

(e)if the person ceases to hold the qualification because of which the person was qualified to be a director; or

(f)if an administrator of the cooperative’s affairs is appointed under division 5 of part 12 of the Act.

51   Filling of casual vacancies

(1)The board may appoint a qualified person to fill a casual vacancy in the office of director until the next annual general meeting.

(2)For this section, a casual vacancy arises if the office of director is vacated under section 50. [s 206(3)]

52   Remuneration

(1)Under section 222 of the Act, a director must not receive remuneration for services as a director other than fees, concessions and other benefits approved at a general meeting of the cooperative.

(2)All necessary expenses incurred by the board members in the business of the cooperative must be refunded to them.

53   Deputy directors

(1)In the absence of a director from a meeting of the board, the board may appoint a qualified person to act as a deputy for the director and to accordingly act in the director’s place on the board. [s 211(1)]

(2)A deputy director appointed by the board is entitled to notice of meetings of the directors and to attend and vote at those meetings and to sign resolutions and to exercise the powers, authorities and discretions vested in or otherwise exercisable by the director he or she is deputy for.

(3)A deputy director shall vacate office if the director he or she acts in place of as a deputy ceases to be a director or on a majority of the other directors removing him or her from office.

(4)An appointment or removal under this section must be in writing and notice of it must be served on the deputy director and the appointment or removal takes effect immediately on its service. Service of the notice may be effected under section 69.

(5)The remuneration of a deputy director is payable out of the remuneration payable to the director he or she acts in place of as a deputy and consists of the portion of the director’s remuneration agreed between the deputy director and the director. The attendance of the deputy director at a meeting of the board is taken to be attendance by the nominating director.

(6)For this section, a meeting of the directors includes a meeting conducted under section 55.

54   Proceedings of the board

(1)Meetings of the board (including those conducted under section 55) are to be held as often as may be necessary for properly conducting the business and operations of the cooperative and must be held at least quarterly.

(2)Questions arising at any meeting must be decided by a majority of votes.

(3)If the votes are equal, the chairperson has a second or casting vote.

(4)The chairperson or a director may, and the secretary must, if required by the chairperson or a director at any time, call a meeting of the board. [s 209(2)]

(5)Except in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board.

55   Transaction of business outside board meetings

(1)The board may under section 210 of the Act transact any of its business—

(a)by the circulation of papers among all the members of the board, and a resolution in writing by a majority of those members is to be taken to be a decision of the board; or

(b)at a meeting at which members (or some members) participate by telephone, closed-circuit television or other means, but only if any member who speaks on a matter before the meeting, can be heard by the other members.

(2)For this section the chairperson of the board and each member of the board have the same voting rights as they have at an ordinary meeting of the board.

(3)A resolution approved under subsection (1)(a) is to be recorded in the minutes of the meetings of the board.

(4)The secretary may circulate papers among members of the board for subsection (1)(a) by fax or other transmission of the information in the papers concerned.

56   Quorum for board meetings

(1)The quorum for a meeting of the board is half the number of directors (or if half is not a whole number the whole number next higher than half) but independent directors must not constitute more than half the directors present at a meeting (or if half is not a whole number the whole number immediately lower than half).

(2)If at any time the number of directors is the same or less than the number of directors required to constitute a quorum of the board—

(a)the board may appoint enough directors so the number of directors is 1 more than a quorum; and

(b)for the purpose only of enabling the board to make such an appointment, the number of directors required to constitute a quorum is the number of directors at the time.

57   Chairperson of board

(1)The chairperson of the board may be elected by the board or at a general meeting of the cooperative.

(2)If no chairperson is elected, or if at any meeting the chairperson is not present within 5 minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act.

(3)The chairperson may be removed, and a new chairperson elected—

(a)if the chairperson was elected by the board—by ordinary resolution of the board; or

(b)if the chairperson was elected at a general meeting of the cooperative—by ordinary resolution at a general meeting of the cooperative.

58   Delegation and board committees

(1)The board may (under section 212 of the Act) by resolution delegate to a director or committee of 2 or more directors the exercise of the powers specified in the resolution. The cooperative or the board may by resolution revoke all or part of a delegation.

(2)A power, the exercise of which has been delegated under this section may, while the delegation remains unrevoked, be exercised from time to time under the terms of the delegation.

(3)A delegation under this section may be made subject to conditions or limitations as to the exercise of any of the powers delegated, or as to time or circumstances.

(4)The board may continue to exercise the powers delegated.

(5)If a power is exercised by a director (alone or with other directors) and the exercise of the power is evidenced in writing, signed by the director in the name of the board or in his or her own name on behalf of the board, then the power is taken to have been exercised by the board. This is so whether or not a resolution delegating the exercise of the power to the director was in force when the power was exercised, and whether or not a condition or limitation mentioned in subsection (3) was observed by the director exercising the powers.

(6)An instrument purporting to be signed by a director under a delegation as mentioned in section 212 of the Act is in all courts and before all persons acting judicially to be received in evidence as if it were an instrument executed by the cooperative under seal. Furthermore, until the contrary is proved, it is taken to be an instrument signed by a delegate of the board under section 212 of the Act.

(7)A committee may elect a chairperson of its meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 5 minutes after the time appointed for holding the meeting, then the members present may choose one of their number to be chairperson of the meeting.

(8)A committee may meet and adjourn as it considers appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal the chairperson has a second or casting vote.

59   Other committees

(1)The board may by resolution appoint committees consisting of members or other persons or both, to act in an advisory role to the board and any committees of directors.

(2)Section 58(7) and (8) apply to committees appointed under this section, with any changes approved by the board.

(3)The quorum for a meeting of the committee is half (or if half is not a whole number the whole number next higher than half) the number of members in the committee.

60   Minutes

(1)The board shall have minutes of meetings made in books kept for the purpose, and, in particular—

(a)of all appointments of officers and employees made by the directors; and

(b)of the names of the directors present at each meeting of the board and of any committee of the board; and

(c)of all resolutions and proceedings at all meetings of the cooperative and of directors and of committees of directors.

(2)Minutes must be recorded in the minute book within 14 days after the day of the meeting to which they relate.

61   Financial year

The financial year of the cooperative ends on ... .

62   Seal

(1)The cooperative must, as required by section 247(l)(a) of the Act, have the name of the cooperative appear in legible characters on its common seal and any official seal. The common seal must be kept at the registered office in the custody the board directs.

(2)The cooperative may, under section 48 of the Act, have for use in place of its common seal outside the State, 1 or more official seals. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.

(3)The seal of the cooperative must not be attached to an instrument other than by resolution of the board. Two directors and the secretary must be present and must sign all instruments sealed while they are present. (The board may appoint some person other than the secretary for this).

(4)The person attaching the official seal must certify in writing on the instrument to which it is attached the date and place it is attached.

63   Custody and inspection of records and registers

(1)The cooperative must have at its registered office and available during normal office hours for inspection by any member free of charge [s 239(1)] the following—

(a)a copy of the Act and the regulation;

(b)a copy of the rules of the cooperative and any attachments under section 337 of the Act;

(c)a copy of the last annual report of the cooperative under section 242 of the Act;

(d)the register of directors, members and shares;

(e)the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the cooperative;

(f)the register of memberships cancelled under part 6 of the Act, required to be kept under section 237(1)(e) of the Act;

(g)the register of notifiable interests required to be kept under section 278 of the Act;

(h)a copy of the minutes of each general meeting;

(i)the other registers required under the Act to be open for inspection.

(2)A member may make a copy of the entries in a register mentioned in subsection (1) during normal office hours, free of charge, for the fee of $… (maximum $5 for the first page and $1 for each additional page).

64   Accounts

(1)The board must have a financial institution account, electronic or otherwise, in the name of the cooperative, into which all amounts received must be paid as soon as possible after receipt.

(2)All cheques drawn on the accounts and all drafts, bills of exchange, promissory notes, and other negotiable instruments for the cooperative, must be signed by 2 directors or by 2 persons authorised by the board.

65   Safe keeping of securities

Shares, debentures, charges and any other certificate of or document or duplicates of them pertaining to securities must be safely kept by the cooperative in the way and with the provision for their security the board directs.

66   Audit

(1)One or more auditors must be appointed, hold office, be remunerated, removed and have qualifications, duties and responsibilities as provided by the regulation, or a gazette notice made by the registrar under section 233 of the Act. Audits must be carried out annually or, if the cooperative is a disclosing entity, every 6 months.

(2)Within 1 month after the cooperative is registered, the directors must appoint an auditor of the cooperative, unless the cooperative at a general meeting has already appointed an auditor. An auditor appointed under this section holds office until the first annual general meeting of the cooperative.

(3)The cooperative must at its first annual general meeting appoint an auditor of the cooperative and at each subsequent annual general meeting, if there is a vacancy in the office of auditor, the cooperative must appoint an auditor to fill the vacancy.

(4)An auditor appointed under subsection (3) holds office until death or resignation from office or until ceasing to be capable of acting as auditor under the regulation.

(5)The board must fill a vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office, within 1 month of the vacancy occurring, unless the cooperative at a general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor of a cooperative under this subsection holds office, subject to the regulation until the next annual general meeting of the cooperative.

(6)While a vacancy in the office of auditor continues, any surviving or continuing auditor or auditors may act.

(7)The cooperative or the board must not appoint as auditor a person who has not consented in writing to the appointment or who has withdrawn consent, or a person of whose nomination notice has not been given under the regulation.

(8)A person is not qualified to be appointed auditor of the cooperative if—

(a)the person is not a registered company auditor, an existing auditor of the cooperative or exempt under section 233 of the Act; or

(b)the person or corporation in which the person is a substantial shareholder, is indebted to the cooperative (or to a subsidiary corporation of the cooperative) for more than $5,000; or

(c)the person is—

(i)an officer of the cooperative; or

(ii)a partner, employer or employee of an officer of the cooperative; or

(iii)a partner of an employee of an officer of the cooperative; or

(iv)an employee of an employee of an officer of the cooperative.

(9)All reasonable fees and expenses of the auditor are payable by the cooperative.

(10)The board must enable the auditor to have access to all books, accounts, vouchers, securities and documents of the cooperative, and to be given the information and explanation by the board members or any other officers necessary for the performance of the duties of the auditor.

(11)The auditor is entitled to attend any general meeting of the cooperative and to receive all notices of and other communications relating to any general meeting which any member of the cooperative is entitled to receive. The auditor is also entitled to be heard, at a general meeting which the auditor attends, on any part of the business of the meeting of concern to the auditor.

(12)The auditor may be removed from office by resolution at a general meeting.

(13)Notice of intention to move the resolution must be given to the cooperative at least 28 days before the meeting at which the resolution is moved, but if, after notice has been given, a meeting is called for a date 28 days or less after notice has been given, notice is taken to have been properly given.

(14)If special notice of a resolution to remove an auditor is received by the cooperative, it must immediately send a copy of the notice to the auditor and file a copy of the notice with the registrar.

(15)The cooperative must give notice of a resolution to remove the auditor to persons entitled to be given notice of a meeting of the cooperative at the same time and in the same way as it gives notice of the meeting or, if that is not practicable, in any way allowed under these rules at least 14 days before the meeting.

(16)Within 7 days after receiving a copy of the notice, the auditor may make representations in writing, not more than a reasonable length, to the cooperative and ask that before the meeting at which the resolution is to be considered, a copy of the representations be sent by the cooperative at its expense to every member of the cooperative to whom notice of the meeting is sent.

(17)Unless the registrar on the application of the cooperative otherwise orders, the cooperative must send a copy of the representations in accordance with the auditor’s request. The auditor may require that the representations be read out at the meeting and may also speak at the meeting.

(18)The auditor may, by written notice given to the cooperative, resign as auditor of the cooperative if—

(a)the auditor has, by written notice given to the registrar, applied for consent to resign and stated the reasons and, at or about the same time, notified the cooperative in writing of the application; and

(b)the auditor has received the consent of the registrar.

(19)The resignation of the auditor takes effect—

(a)on the day (if any) fixed for the purpose in the notice of resignation; or

(b)on the date on which the registrar consents to the resignation; or

(c)on the date (if any) fixed by the registrar for the purpose;

whichever last happens.

(20)Within 14 days after the removal from office of the auditor or after the receipt of a notice of a resignation from an auditor, the cooperative must file with the registrar a notice of the removal or resignation in the approved form and, if there is a trustee for the holders of debentures of the cooperative, give to the trustee a copy of the notice filed with the registrar.

67   Cooperative funds

(1)The board may resolve to retain all or part of the surplus arising in a year from the business of the cooperative to be applied for the benefit of the cooperative. [s 264]

(2)The part of the surplus arising in a year from the business of the cooperative or any part of the reserves may—

(a)be paid to a member by way of bonus or rebate based on the business done by the member with the cooperative; or

(b)be applied by the issue of bonus shares to a member; or

(c)be paid to a member by way of a dividend of not more than the prescribed amount for the shares held (a limited dividend); or

(3)A rebate, bonus or limited dividend, must be declared at a general meeting of the cooperative but must not be more than the amount recommended by the board or, for dividends, the percentage permitted under the Act.

(4)The amount of a rebate or dividend payable to a member under subsection (2)(a) and (c) 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.

(5)Any part of the surplus arising in any year from the business of the cooperative may be credited to any person who is not a member, but is qualified to be a member, by way of bonus or 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. [s 267(1)]

(6)Nothing in this section precludes the payment of a bonus to an employee under the terms of the employee’s employment. [s 267(1)]

(7)A part of the surplus, not more than …%, arising in any year from the business of the cooperative may be applied for—

(a)charitable purposes; or

(b)supporting any activity approved by the cooperative. [s 265(1)]

(8)For this section—

surplus means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the cooperative and for future contingencies.

(9)A dividend, rebate or share bonus that accrues to the holder of shares on which all calls payable have been paid must be paid to the holder. However, a dividend, share bonus or rebate that accrues to the holder of partially paid up shares must be applied to paying off any subscriptions or calls on shares that may (when the dividend or bonus becomes payable) be payable and unpaid by the holder.

(10)If several persons are registered as joint holders of a share any 1 of them may be given a valid receipt for any dividend or other money payable on or for the share.

(11)Notice of a dividend, bonus share or rebate that may have been declared must be given by displaying it at the registered office of the cooperative and in any other way the board decides.

(12)Unless the Act or rules otherwise provide, interest does not accrue to a member on a dividend or bonus share held by a cooperative for a member.

68   Provision for loss

The board must make provision for loss that may result from transactions of the cooperative.

69   Notices

(1)A notice or other document required under this Act to be given to a member of a cooperative may be given—

(a)personally; or

(b)by post addressed to the member’s registered address; or

(c)subject to section 464 of the Act, by publishing the notice in a newspaper circulating in Queensland or in the area served by the cooperative.

(2)A document may be served on a cooperative—

(a)by post addressed to the registered office; or

(b)by leaving it at the registered office of the cooperative with a person who appears to be aged 16 years or more.

(3)If a notice is sent by post, service is taken to be effected by properly addressing, prepaying and posting a letter containing the notice. For a notice of a meeting service is taken to be effected at the end of 24 hours after the letter containing the notice is posted. In every other case service is taken to be effected at the time the letter would be delivered in the ordinary course of post and in proving service by post it is enough to prove the envelope containing the notice was properly addressed and posted.

(4)A notice or other document directed to a member and advertised in the newspaper is taken to be properly given to the member on the date the advertisement appears.

(5)A notice given by fax is taken to have been served, unless the sender’s fax indicates a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.

(6)A notice may be given by the cooperative to the joint holders of a share by giving the notice to the joint holder named first in the register of members and shares in relation to the share.

(7)A notice may be given by the cooperative to the person entitled to a share because of the death, incapacity or bankruptcy of a member by sending it by post in a prepaid letter addressed to the person by name. Alternatively it can be addressed to the person by the title of the representative of the deceased, incapacitated person or trustee of the bankrupt or another similar description. The address must be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given to the cooperative, the notice can be given in the way it could have been given if the death, incapacity or bankruptcy had not happened.

(8)Notice of every general meeting must be given in the way authorised above, to—

(a)every member of the cooperative other than members who have not supplied to the cooperative an address for the giving of notices to them; and

(b)every person entitled to a share because of the death, incapacity or bankruptcy of a member, who, but for the member’s death, incapacity or bankruptcy, would be entitled to receive notice of the meeting.

(9)Other than as provided in this section and section 65(11) no other persons are entitled to receive notices of general meetings.

(10)For this section—

registered address means the address of the member as appearing in the register of members and shares.

70   Winding up

(1)The cooperative must be wound up under part 12 of the Act.

(2)If on the winding up or dissolution there remains after the satisfaction of all its debts and liabilities (including the refund of the amounts paid up on the shares) any property, this shall be paid to or distributed among the members of the cooperative .............................. (in proportion to the amount of business conducted with the cooperative over the past …years) (in proportion to the member’s shareholdings).

71   Schedule of charges

—

Copy book of rules	section 2(5)–(6)
Inspection of register	section 63(2)
Nominal value of shares	section 13(1)
Duplicate share certificate	section 16(3)
Transfer of shares	section 18(7)
Maximum fine	section 12(1)
Transfer/register of debenture	section 30(5)

Certificate

............................. (date) at .............................. for forming a cooperative to be known as—

.................................................................................................

(name of cooperative)

............................................ chairperson of formation meeting

(signature)

............................................... secretary of formation meeting

(signature)

Note: This certificate is signed at the formation meeting which is held after the rules have been approved by the registrar and returned to the sponsors of the proposed cooperative.