Credit Societies Act 1986 (Qld)
Case
No judgment structure available for this case.
(1 ueensta tb 177 ANNO TRICESIMO QUINTO ELIZABETHAE SECUNDAE REGINAE No. 19 of 1986 An Act to make provision for the formation of credit societies and related bodies, for the regulation of credit societies and related bodies formed in the State, for the registration of certain other credit societies, for matters related to credit societies and related bodies; to amend the Co-operative and Other Societies Act 1967-1978 in certain particulars and the Money Lenders Act 1916-1979 , in a certain particular; and for other purposes [ASSENTED TO 8TH APRIL, 1986]
178 Credit Societies Act 1986, No. 19 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- PART I-PRELIMINARY 1. Short title . This Act may be cited as the Credit Societies Act 1986. 2. Commencement . (1) Section 1 and this section shall commence on the day on which this Act is assented to for and on behalf of Her Majesty. (2) Except as provided by subsection (1), this Act or the provisions thereof specified in the Proclamation shall commence on the day or days appointed by Proclamation for the commencement of this Act or, as the case may be, those provisions. 3. Parts of Act. This Act is divided into Parts and Divisions as follows:- PART I-PRELIMINARY ( ss. 1-6); PART II-INCORPORATION (ss. 7-31); Division 1-Formation and Registration (ss. 7-19); Division 2-Rules (ss. 20-23); Division 3-Name (ss. 24-29); Division 4-Office and Service of Documents (ss. 30-31); PART III-OBJECTS AND POWERS (ss. 32-42); Division 1-Credit Societies (ss. 32-33); Division 2-Associations (ss. 34-35); Division 3-General (ss. 36-42); PART IV-MEMBERSHIP AND CAPITAL (ss. 43-71); Division 1-Members (ss. 43-50); Division 2-Share Capital ( ss. 51-56); Division 3-Funds (ss. 57-62); Division 4-Unclaimed Moneys ( s. 63); Division 5-Loans (ss. 64-68); Division 6-Liquidity and Reserves (ss. 69-71); PART V-MANAGEMENT (ss. 72-120); Division 1-Directors and Officers (ss. 72-88); Division 2-Meetings and Voting ( ss. 89-93); Division 3-Accounts (ss. 94-106); Division 4-Audit (ss. 107-117); Division 5-Registers ( ss. 118-119); Division 6-Returns etc. (s. 120); PART VI-DISPUTES (s. 121);
Credit Societies Act 1986, No. 19 179 PART VII-AMALGAMATION AND TRANSFER OF ENGAGEMENTS (ss. 122-127); PART VITI-SUSPENSION, ADMINISTRATION, RECEIVERSHIP AND WINDING UP OF REGISTERED BODIES (ss. 128-138); Division 1-Suspension (s. 128); Division 2-Appointment of Administrator (ss. 129-133); Division 3-Receivers and Managers (s. 134); Division 4-Winding Up (ss. 135-138); PART IX-GUARANTEE FUND AND GUARANTEE FUND COMMITTEE (ss. 139-160); PART X-FOREIGN CREDIT SOCIETIES (ss. 161-171); PART XI-ADMINISTRATION (ss. 172-202); Division 1-Administrative Staff and Office (ss. 172-176); Division 2-General (ss. 177-185); Division 3-Investigations (ss. 186-195); Division 4-Inquiry by Registrar, etc. (ss. 196-199); Division 5-Advisory Committee (ss. 200-202); PART XII-EVIDENCE AND OFFENCES (ss. 203-238); Division 1-Evidence (ss. 203-209); Division 2-Offences (ss. 210-230); Division 3-Proceedings (ss. 231-238); PART XIII-MISCELLANEOUS (ss. 239-246); PART XIV-TRANSITIONAL (ss. 247-250); SCHEDULE. 4. Interpretation . (1) In this Act, unless the contrary intention appears- "accounting records" includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; "administrator" means a person appointed as an administrator under Division 2 of Part VIII; "Advisory Committee" means the Credit Societies' Advisory Committee constituted under Division 5 of Part XI; "annual general meeting" in relation to a registered body means a meeting of the registered body required to be held by section 89; "association" means- (a) an association of credit societies; or (b) a union of associations of credit societies,
180 Credit Societies Act 1986, No. 19 formed and registered or deemed to be formed and registered under this Act and includes an amalgamated association so registered or deemed to be so registered; "bank" means- (a) a bank as defined by section 5 of the Banking Act 1959 of the Commonwealth as amended and in force for the time being; or (b) a bank constituted under a law of a State or Territory; "banker's books" means- (a) books of a bank, including any documents used in the ordinary business of a bank; (b) cheques, orders for the payment of money and bills of exchange in the possession or under the control of a bank; and (c) securities or documents of title to securities in the possession or under the control of a bank whether by way of pledge or otherwise; "Bankruptcy Act 1966" means the Bankruptcy Act 1966 of the Commonwealth as amended and in force for the time being and includes an Act passed in substitution for that Act; "bill of exchange" includes a promissory note; "board" in relation to a registered body means the board of directors of the registered body; "books" includes any register or other record of information and any accounts or accounting records however compiled, recorded or stored, and also includes any document; "certified" in relation to a copy of or extract from a document, means certified by a statement in writing to be a true copy of or extract from the document; "charge" means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage , whether upon demand or otherwise; "continuing credit arrangement" means an agreement whereby a credit society- (a) agrees with a member to provide credit to that member in respect of cash (including cheques) supplied by the credit society to that member from time to time; or (b) agrees with a member- (i) on behalf of that member to satisfy liabilities of the member to a third person in respect of payment for goods.snd services or cash (including cheques) supplied by that third person to the member from time to time; and (ii) to . pie credit to that member in respect of payment Y? : fa of amounts owing from time to time t ' in inspect of the satisfaction by
Credit Societies Act 1986, No. ,,9 181 the credit society of those liabilities on behalf of that member- and agrees to calculate the amount owing to it from time to time under the agreement on the basis, that all amounts owing and all payments made by the member under or in respect of the agreement are entered in the same account; "corporation" means any body corporate whether formed or incorporated within or outside the State but does not include- (a) a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown; or (b) a corporation sole; "Court" means the Supreme Court of Queensland or a Judge of that Court; "credit society" means a credit society formed and registered or deemed to be formed and registered under this Act and includes an amalgamated credit society so registered or deemed to be so registered; "debenture" includes debenture stock, bonds, notes and any other securities of a registered body, whether constituting a charge on the property of the registered body or not; "declared law" means a law of another State or of a Territory, being a law in respect of which a declaration. referred to in subsection (2) is in force; "director" in relation to a registered body, includes- (a) any person occupying or acting in the position of a director of the registered body by whatever name called and whether or not validly appointed to occupy or duly authorised to act in the position; and (b) any person in accordance with whose directions or instructions a director of the registered body is accustomed to act; "document" includes- (a) any paper or other material on which there is writing or printing or on which there are marks, symbols or perforations having a meaning for persons qualified to interpret them; and (b) a disc, tape or other article from which sounds, images or messages are capable of being reproduced, and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice; "emoluments" means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a registered body in connexion with the management of the affairs of the registered body, whether
182 Credit Societies Act 1986, No. 19 as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the registered body; "executive officer" in relation to a registered body means any person, by whatever name called and whether or not he is a director of the registered body, who is concerned, or takes part, in the management of the registered body; "external Territory" means a Territory, not being an internal Territory, for the government of which as such a Territory provision is made by an Act of the Commonwealth; "foreign credit society" means a credit society formed and registered or deemed to be formed and registered under a declared law of another State or of a Territory; "function" includes a duty; "Guarantee Fund" means the Credit Societies' Guarantee Fund established and kept under Part IX; "Guarantee Fund Committee" means the Credit Societies' Guarantee Fund Committee constituted under Part IX; "insolvent under administration" means a person who- (a) under the Bankruptcy Act 1966 or the law of an external Territory, is a bankrupt in respect of a bankruptcy from which he has not been discharged; or (b) under the law of a country other than Australia or the law of an external Territory, has the status of an undischarged bankrupt, and includes- (c) a person who has executed a deed of arrangement under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia where the terms of the deed have not been fully complied with; and (d) a person whose creditors have accepted a composition under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or the law of a country other than Australia where a final payment has not been made under that composition; "machine copy" has the meaning ascribed to that expression in Part VII of the Evidence Act 1977-1984; "Minister" means the Minister for Justice and Attorney-General or other Minister of the Crown for the time being charged with the administration of this Act: the term includes a Minister of the Crown who is temporarily performing the duties of the Minister; "officer" in relation to a registered body includes- (a) a director, secretary, executive officer, treasurer, employee or administrator of the registered body or any other person
Credit Societies Act 1986, No. 19 183 empowered under the rules of the registered body to give directions or instructions in regard to the conduct of the business of the registered body; (b) a receiver and manager of the property or any part of the property of the registered body appointed under a power contained in an instrument; (c) a liquidator of the registered body appointed in a voluntary winding up, but does not include- (d) a receiver who is not also a manager; (e) a receiver and manager appointed by the Court; or (f) a liquidator appointed by the Court; "power" includes an authority; "prescribed bill of exchange" means a bill of exchange- (a) that is drawn by a registered body in favour of itself; (b) that has been accepted by the bank or prescribed corporation on which it is drawn; and (c) under which the date for payment is either fixed or determinable at the time the bill is drawn; "prescribed corporation" means a prescribed corporation within the meaning of section 97 (7) (b) of the Companies (Queensland) Code, "principal executive officer" in relation to a registered body means the principal executive officer of the registered body for the time being, by whatever name called, and whether or not he is a director; "registered body" means a credit society or an association; "registered company auditor" means a person registered or deemed to be registered as an auditor under the Companies (Queensland) Code and, in relation to a foreign credit society, includes a person qualified to act as auditor of the credit society under the law of the place in which the credit society is formed and registered; "registered liquidator" means a person registered or deemed to be registered as a liquidator under the Companies (Queensland) Code-, "Registrar" means the Registrar of Commercial Acts, Brisbane appointed under the Administration of Commercial Laws Act 1962-1981: the term includes any Deputy Registrar of Commercial Acts, Brisbane appointed under that Act; "reproduction" in relation to a document has the meaning ascribed to that expression in Part VII of the Evidence Act1977-1984; "rules" in relation to a registered body means the registered rules of the registered body for the time being in force;
184 Credit Societies Act 1980,, No. 19 "share" in relation to a registered body means share in the share capital of the registered body; "special notice" in relation to a general meeting of a registered body means a notice of that meeting given not less than 28 days before the meeting; "Territory" means a Territory of the Commonwealth; "transparency" in relation to a document has the meaning ascribed to that expression in Part VII of the Evidence Act1977-1984. (2) The Governor in Council may by Order in Council declare a law of another' State or of a Territory to be a declared law for the purpose of this Act and may by Order in Council vary or revoke such a declaration. (3) A reference in any provision of this Act to the corresponding officer of another State or of a Territory, is a reference to a person who, under a provision of a declared law of that State or Territory that corresponds to that provision, exercises functions similar to functions exercised by the Registrar under the first mentioned provision. (4) For the purposes of this Act, a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a registered body are accustomed to act by reason only that the directors act on advice given by that person in the proper performance of the functions attaching to his professional capacity. (5) A reference in this Act to the holding registered body of a corporation shall be read as a reference to the registered body of which the corporation is a subsidiary. (6) For the purposes of this Act, a receiver of the whole or any part of the property of a registered body shall be deemed to be also a manager of the registered body if the receiver manages affairs of the registered body or has power under the terms of his appointment to manage affairs of the registered body. 5. Subsidiaries . (1) For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of a registered body if (a) the registered body- (i) controls the composition of the board of directors of that corporation; (ii) is in a position to cast or control the casting of more than one-half the maximum number of votes that might be cast at a general meeting of that corporation; or (iii) holds more than one-half of the issued share capital of that corporation (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or (b) that corporation is a subsidiary of any corporation that is a subsidiary of the registered body (including a corporation
Credit Societies Act 1986, No. 19 185 that is a subsidiary of the registered body by another application or other applications of this paragraph). (2) Without limiting by implication the circumstances in which the composition of a corporation's board of directors is to be taken to be controlled by a registered body the composition of a corporation's board of directors shall be taken to be controlled by a registered body if that registered body, by the exercise of some power exercisable whether with or without the consent or concurrence of any other person by that registered body, can appoint or remove all or a majority of the directors, and for the purposes of this provision that registered body shall be deemed to have power to make such an appointment if (a) a person cannot be appointed as a director without the exercise in his favour by that registered body of such a power; or (b) a person's appointment as a director follows necessarily from his being a director or other officer of that registered body. (3) In determining whether a corporation is a subsidiary of a registered body- (a) subject to paragraphs (b) and (c), any shares held or power exercisable- (i) by any person as a nominee for that registered body; or (ii) by, or by a nominee for, a subsidiary of that registered body not being a subsidiary that is concerned only in a fiduciary capacity, shall be treated as held or exercisable by that registered body; (b) any shares held or power exercisable by any person by virtue of the provisions of any debentures of that corporation, or of a trust deed for securing any issue of such debentures, shall be disregarded; and (c) any shares held or power exercisable by, or by a nominee for, that registered body or its subsidiary (not being held or exercisable as mentioned in paragraph (b)) shall be treated as not held or exercisable by that registered body if the shares are held or the power is exercisable only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connexion with the lending of money. (4) In subsection (3) (b)- "debentures" has the meaning ascribed to that term by section 5 (1) of the Companies (Queensland) Code. 6. Application of Companies (Queensland) Code. (1) Subject to the express provisions of this Act, the Companies (Queensland) Code and the Companies (Acquisition of Shares) (Queensland) Code do not apply to, or to acts, matters, circumstances or things of or in relation to registered bodies or foreign credit societies registered under Part X.
186 Credit Societies Act 1986, No. 19 (2) The provisions of section 169 of the Companies (Queensland) Code apply to registered bodies and foreign credit societies registered under Part X except in respect of the issuing of their own shares or, insofar as a particular registered body or foreign credit society and a particular prescribed interest is concerned, where the Governor in Council by Order in Council directs that those provisions do not apply to the registered body or, as the case may be, foreign credit society in respect of the particular prescribed interest. For the purposes of this subsection "prescribed interest" has the same meaning as is ascribed to that term by section 5 (1) of the Companies (Queensland) Code. (3) Where under this Act provisions of the Companies (Queensland) Code are expressed to be applicable to, or to acts, matters, circumstances or things of or relating to, registered bodies or foreign credit societies registered under Part X, a reference to the applied provisions shall be construed as including a reference to- (a) rules made under the Companies (Queensland) Code and the relevant provisions of those rules shall, mutatis mutandis, apply accordingly; and (b) the Companies (Queensland) Regulations and the relevant provisions of those regulations shall, mutatis mutandis and with such modifications (if any) as may be prescribed, apply accordingly. PART II-INCORPORATION Division 1-Formation and Registration 7. Formation of credit society. (1) Subject to this Act, any 25 or more persons of full capacity and of or above the age of 18 years (which number is in this section referred to as the "minimum number" and which persons are so referred to as "qualified persons") may form a credit society. (2) A credit society shall be formed in the following manner- (a) not less than the minimum number of qualified persons shall be present at a meeting called for the purpose of forming the credit society and at every subsequent and adjourned meeting called or adjourned for that purpose (which meeting or meetings is or are in this Division referred to as the "credit society formation meeting"); (b) at the credit society formation meeting there shall be presented- (i) a written statement showing the objects of the credit society, the ways and means proposed to be adopted to finance the credit society and the reasons for believing that, if registered, it will be able to carry out its objects successfully; (ii) a written statement showing full particulars of- (A) any contract, agreement, arrangement or understanding in respect of an activity, duty or work in relation to the credit society to which section 37 refers;
Credit Societies Act 1986, No. 19 187 (B) any contract, agreement or arrangement in relation to the purchase of land or the taking on lease or licence of land by the credit society, entered into or proposed to be entered into by any of the persons forming the credit society or proposed to be entered into by the credit society after registration; and (iii) a copy of the rules that are proposed to be tendered for registration; (c) if, at the credit society formation meeting, after consideration of the rules not less than the minimum number of qualified persons- (i) approve the rules presented with or without amendment; and (ii) sign applications for membership and shares, they shall proceed to elect the first directors of the proposed credit society in accordance with the rules as so approved and thereupon may proceed to appoint the members of such committees as may be provided for in the rules. 8. Application for registration of credit society. (1) An application for registration of a credit society shall be lodged with the Registrar in the prescribed manner within 2 months, or such further period as the Registrar may allow, after the election of the directors pursuant to section 7. (2) The application shall be accompanied by- (a) a statutory declaration by the chairman and the secretary of the credit society formation meeting as to the compliance with the requirements of section 7; (b) a copy of the written statements presented to the credit society formation meeting pursuant to section 7 (2) (b) (i) and (ii) signed by the chairman and the secretary of the meeting; (c) two copies of the proposed rules of the credit society signed by the chairman and the secretary of the credit society formation meeting and certified by them as being the rules approved in accordance with section 7 (2) (c), each of whose signatures shall be attested by a witness; (d) a list containing such particulars as are prescribed, of each director, the proposed secretary and the proposed principal executive officer; (e) a list containing the full name, occupation and address of each applicant for membership who, being a qualified person, attended the credit society formation meeting and thereat
188 Credit Societies Act 1986, No. 19 signed an application for membership and shares, and the number of shares subscribed for by him; and (f) such other particulars as may be prescribed. 9. Registration of credit societies . (1) If the Registrar is satisfied- (a) that the credit society has complied with the provisions of this Act in respect of matters precedent to the registration of the credit society and incidental to its registration; (b) that the proposed rules of the credit society or those rules as modified by him (he being hereunto authorized to modify the same) contain the prescribed provisions and otherwise conform with the requirements of this Act, are adequate for the proper conduct and operation of the credit society and are such as may be reasonably registered by him, and is of the opinion- - (c) that there are reasonable grounds for believing that the credit society, if registered, will be able to carry out its objects successfully; and (d) that there is no reasonable cause why the credit society and its proposed rules should not be registered, he shall register the credit society and its rules and shall issue a certificate of incorporation in the prescribed form to the effect that the credit society and its rules are registered under this Act on and from the date specified in the certificate. (2) The statutory declaration mentioned in section 8 (2) (a), may be accepted by the Registrar as sufficient evidence of compliance with the requirements of this Act in respect of matters precedent to the registration of the credit society and incidental to its registration. (3) The expenses of and incidental to the formation of a credit society may be paid out of capital or income. 10. Formation of association of credit societies . (1) Subject to this Act, any 5 or more credit societies or such other number as may be prescribed (which number is in this section referred to as the "minimum number") may form an association of credit societies. (2) An association of credit societies shall be formed in the following manner- (a) duly appointed representatives of not less than the minimum number of credit societies, each with equal representation and equal voting rights, shall be present at a meeting called for the purpose of forming the association and at every subsequent or adjourned meeting called or adjourned for that purpose (which meeting or meetings is or are in this Divisionreferred to as the "association formation meeting"); (b) at the association formation meeting there shall be p r esented- 4) , vritl ^^c t showing the objects o association, ways t^bd means ' oposed adofptthede i finance
Credit Societies Act 1986, No. 19 189 the association and the reasons for believing that, if registered, it will be able to carry out its objects successfully; (ii) a written statement showing full particulars of- (A) any contract, agreement, arrangement or understanding in respect of an activity, duty or work in relation to the association to which section 37 refers; (B) any contract, agreement or arrangement in relation to the purchase of land or the taking on lease or licence of land by the association, entered into or proposed to be entered into by any of the credit societies forming the association or any of the persons taking part in the formation of the association or proposed to be entered into by the association after registration; (iii) a copy of the rules that are proposed to be tendered for registration; (c) if, at the association formation meeting, after consideration of the rules not less than the minimum number of credit societies by their duly appointed representatives- (i) approve the rules presented with or without amendment; and (ii) sign applications for membership and shares, which applications shall state the names of the credit societies applying for membership and shares and the number of shares applied for, such representatives shall proceed to elect the first directors of the proposed association in accordance with the rules as so approved. 11. Application for registrative of association of credit societies. (1) An application for registration of an association of credit societies shall be lodged with the Registrar in the prescribed manner within 2 months, or such further period as the Registrar may allow , after the election of the directors pursuant to section 10. (2) The application shall be accompanied by- (a) a statutory declaration by the chairman and the secretary of the association formation meeting as to the compliance with the requirements of section 10; (b) a copy of the written statements presented to the association formation meeting pursuant to section 10 (2) (b) (i) and (ii) signed by the chairman and the secretary of the meeting; (c) 2 copies of the proposed rules of the association signed by the chairman and the secretary of the association formation meeting and certified by them as being the rules approved
190 Credit Societies Act 1986, No. 19 in accordance with section 10 (2) (c), each of whose signatures shall be attested by a witness; (d) a list containing such particulars as are prescribed, of each director, the proposed secretary, and the proposed principal executive officer; (e) a list containing the name and address of the registered office of each applicant for membership whose duly appointed representatives attended the association formation meeting and thereat signed on its behalf an application for membership and shares, and the number of shares subscribed for by it; and (f) such other particulars as may be prescribed. 12. Registration of associations of credit societies . (1) If the Registrar is satisfied- (a) that the association of credit societies has complied with the provisions of this Act in respect of matters precedent to the registration of the association and incidental to its registration; (b) that the proposed rules of the association or those rules as modified by him (he being hereunto authorized to modify the same) contain the prescribed provisions and otherwise conform with the requirements of this Act, are adequate for the proper conduct and operation of the association and are such as may be reasonably registered by him, and is of the opinion- (c) that there are reasonable grounds for believing that the association, if registered, will be able to carry out its objects successfully; and (d) that there is no reasonable cause why the association and its proposed rules should not be registered, he shall register the association of credit societies and its rules and shall issue a certificate of incorporation in the prescribed form to the effect that the association and its rules are registered under this Act on and from the date specified in the certificate. (2) The statutory declaration mentioned in section 11 (2) (a) may be accepted by the Registrar as sufficient evidence of compliance with the requirements of this Act in respect of matters precedent to the registration of the association and incidental to its registration. (3) The expenses of and incidental to the formation of an association of credit societies may be paid out of capital or income. 13. Formation of union of associations of credit societies . (1) Subject to this Act any 2 or more associations of credit societies or such other number as may be prescribed (which number is in this section referred to as the "minimum number") may form a union of associations of credit societies.
Credit Societies Act 1986, No. 19 191 (2) A union of associations of credit societies shall be formed in the following manner- (a) duly appointed representatives of not less than the minimum number of associations, each with equal representation and equal voting rights, shall be present at a meeting called for the purpose of forming the union and at every subsequent or adjourned meeting called or adjourned for that purpose (which meeting or meetings is or are in this Division called the "union formation meeting"); (b) at the union formation meeting there shall be presented- (i) a written statement showing the objects of the union of associations, the ways and means proposed to be adopted to finance the union and the reasons for believing that, if registered, it will be able to carry out its objects successfully; (ii) a written statement showing full particulars of- (A) any contract, agreement, arrangement or understanding in respect of an activity, duty or work in relation to the union to which section 37 refers; (B) any contract, agreement or arrangement in relation to the purchase of land or the taking on lease or licence of land by the union, entered into or proposed to be entered into by any of the associations forming the union or any of the persons taking part in the formation of the union or proposed to be entered into by the union after registration; (iii) a copy of the rules that are proposed to be tendered for registration; (c) if, at the union formation meeting, after consideration of the rules not less than the minimum number of associations by their duly appointed representatives- (i) approve the rules presented with or without amendment; and (ii) sign applications for membership and shares, which applications shall state the names of the associations applying for membership and shares and the number of shares applied for, such representatives shall proceed to elect the first directors of the proposed union in accordance with the rules as so approved. 14. Application for registration of union of associations of credit societies . (1) An application for registration of a union of associations of credit societies shall be lodged with the Registrar in the prescribed manner within 2 months, or such further period as the Registrar may allow, after the election of the directors pursuant to section 13.
192 Credit Societies Act 1986, No. 19 (2) The application shall be accompanied by- (a) a statutory declaration by the chairman and the secretary of the union formation meeting as to the compliance with the requirements of section 13; (b) a copy of the written statements presented to the union formation meeting pursuant to section 13 (2) (b) (i) and (ii) signed by the chairman and the secretary of the meeting; (c) 2 copies of the proposed rules of the union signed by the chairman and the secretary of the union formation meeting and certified by them as being the rules approved in accordance with section 13 (2) (c), each of whose signatures shall be attested by a witness; (d) a list containing such particulars as are prescribed, of each director, the proposed secretary and the proposed principal executive officer; (e) a list containing the name and address of the registered office of each applicant for membership whose duly appointed representatives attended the union formation meeting and thereat signed on its behalf an application for membership and shares and the number of shares subscribed for by it; and (f) such other particulars as may be prescribed. 15. Registration of union of associations of credit societies. (1) If the Registrar is satisfied- (a) that the union of associations of credit societies has complied with the provisions of this Act in respect of matters precedent to the registration of the union and incidental to its registration; (b) that the proposed rules of the union or those rules as modified by him (he being hereunto authorized to modify the same) contain the prescribed provisions and otherwise conform with the requirements of this Act, are adequate for the proper conduct and operation of the union and are such as may be reasonably registered by him, and is of the opinion- (c) that there are reasonable grounds for believing that the union , if registered, will be able to carry out its objects successfully; and (d) that there is no reasonable cause why the union and its proposed rules should not be registered, he shall register the union of associations of credit societies and its rules and shall issue a certificate of incorporation in the prescribed form to the effect that the union and its rules are registered under this Act on and from the date specified in the certificate. (2) The statutory declaration mentioned in section 14 (2) (a) may be accepted by the Registrar as sufficient evidence of compliance with
Credit Societies Act 1986, No. 19 193 the requirements of this Act in respect of matters precedent to the registration of the union and incidental to its registration. (3) The expenses of and incidental to the formation of a union of associations of credit societies may be paid out of capital or income. 16. Certificate of incorporation conclusive . A certificate of incorporation under this Act is conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with and that the credit society, association of credit societies or union of associations of credit societies referred to therein is duly incorporated under this Act. 17. Body corporate . On and from the date specified in the certificate of incorporation but subject to this Act, the credit society, or, as the case may be, association- (a) shall be a body corporate by the name under which it is registered, with perpetual succession and a common seal; (b) shall in its corporate name be capable of suing and being sued; (c) shall have power to enter into contracts; and (d) shall have the powers, rights and functions conferred, imposed or prescribed by or under this Act and the rules of the credit society or, as the case may be, of the association, but with such liability on the part of its members to contribute to the assets of the credit society or association in the event of its being wound up as is provided for in this Act. 18. Review of decisions of the Registrar . (1) Where the Registrar- (a) refuses to register a proposed credit society or association or any of its proposed rules, or any proposed alteration of the rules of a credit society or association; (b) registers the rules or the alteration of the rules subject to such modifications as he thinks fit; (c) requires the revision or alteration of a rule; or (d) directs a change of name of a credit society or association, and the applicant for registration or, as the case may be, the credit society or association, within one month of the receipt by him or it of notification of the refusal, registration, requirement or direction, requires the Registrar so to do, the Registrar shall specify in writing under his hand within one month of the date of receipt of the requisition- (e) the grounds of his refusal; or (f) in the case of the registration of rules or the alteration of a rule, subject to modification, the grounds on which the rules were or the alteration was, modified; or
194 Credit Societies Act 1986, No. 19 (g) in the case of a requirement or direction by him, the grounds upon which the requirement or direction was made or given. (2) Within one month of the receipt by him or it of the document specifying the grounds of the Registrar's refusal, modification, requirement or direction, the applicant for registration or, as the case may be, the credit society or association may, unless the grounds of the Registrar's refusal, requirement or direction are that the credit society or association would be or is registered by a name or a name of a kind that the Minister has directed the Registrar not to accept for registration, apply to the Court for review of the refusal, modification, requirement or direction. (3) On the review- (a) the Registrar may be represented and may oppose any modification or reversal of the refusal, modification, requirement or direction; (b) the Court may confirm, modify or reverse the refusal, modification, requirement or direction and make such further order in the matter (including an order as to costs) as to it seems proper in the circumstances. (4) A review under this section shall be by way of rehearing and the decision of the Court is final and shall be given effect to by the Registrar. (5) In this section a reference to any refusal, modification, requirement or direction of the Registrar shall be construed as extending to any such refusal, modification, requirement or direction of any person authorised by the Registrar pursuant to section 177. 19. Certain bodies deemed to be registered under this Act. (1) A society that was formed and registered as a credit union under The Co- operative and Other Societies Act of 1967 or any corresponding previous enactment, and that was subsisting immediately before the commencement of this Part, shall on and from that commencement be deemed, subject to this Act, to be formed and registered under this Act as a credit society, and the rules thereof in force immediately before that commencement shall on and from that commencement be deemed, subject to this Act, to be the rules thereof registered under this Act. (2) A federation or league, comprising as component members only societies that are credit unions, that was formed and registered under The Co-operative and Other Societies Act of 1967 or any corresponding previous enactment, and that was subsisting immediately before the commencement of this Part, shall on and from that commencement be deemed, subject to this Act, to be formed and registered under this Act as an association of credit societies and the rules thereof in force immediately before that commencement shall on and from that commencement be deemed, subject to this Act, to be the rules thereof registered under this Act.
Credit Societies Act 1986, No. 19 195 (3) The identity of a credit union registered as a credit society under this Act by virtue of subsection (1) and the identity of a federation or league registered as an association under this Act by virtue of subsection (2) shall not be affected and each of them shall continue as the same entity. (4) A reference in any document or in any other Act to a credit union or a federation or league of credit unions or to The Co-operative and Other Societies Act of 1967 or any corresponding previous enactment or to that Act or enactment as amended shall, in so far as it affects a credit union registered as a credit society under this Act by virtue of subsection (1) or a federation or league registered as an association under this Act by virtue of subsection (2), be deemed to be a reference to a credit society or an association of credit societies registered under this Act or, as the case requires, to this Act. Division 2-Rules 20. Rules. (1) The rules of a registered body shall, in addition to rules otherwise required or permitted by this Act to be included, include rules, not inconsistent with this Act, relating to the matters set forth in the Schedule. (2) Model rules for credit societies and for associations may be prescribed and, hereinafter in this section, a reference to model rules is a reference in the case of a credit society to the model rules prescribed for credit societies and, in the case of an association, to the model rules prescribed for associations. (3) Any credit society or, as the case may be, any association may adopt as the whole or part of its rules the whole or any part of those model rules, with or without modification. (4) In so far as the rules of a credit society or of an association registered under this Act do not conflict with, exclude or modify any model rules in force, those model rules shall, so far as they are capable of applying to the credit society or association, be rules of the credit society or association as if they had been lodged by it with the Registrar and registered by him under Division 1. 21. Copy of Rules . A registered body shall furnish any person with a copy of its rules on request and on payment by that person of the amount specified in that regard in the rules, not exceeding $2.00, or where some other amount is prescribed in that regard not exceeding that prescribed amount, or where no amount is so specified, the sum of 50 cents. 22. Member and registered body bound by rules . Subject to this Act, the rules of a registered body shall, when registered, bind the registered body and all members thereof and all persons claiming through them respectively to the same extent as if each member had subscribed his name and affixed his seal to the rules, and there were contained in the rules a covenant on the part of each member and his legal representatives to observe all the provisions of the rules.
196 Credit Societies Act 1986, No. 19 23. Alterations of rules . (1) The rules of a registered body shall not be altered unless the alteration has been approved by a special resolution. (2) Where the alteration of the rules has been so approved, the registered body shall, within the prescribed time and in the prescribed manner, lodge with the Registrar an application to have the alteration registered and shall furnish with the application such documents and particulars as may be prescribed. (3) The Registrar may- (a) register the alteration; (b) resister the alteration subject to such modifications as he thinks fit; or (c) refuse to register the alteration, and shall, within 3 months of the date on which the application was lodged notify the registered body accordingly. (4) If notice has not been given by the Registrar as provided for in subsection (3) he shall be taken to have refused to register the alteration. (5) The Registrar may, at any time prior to the review by the Court of his refusal to register the alteration, register the alteration and give notice thereof to the registered body concerned. (6) The alteration shall not have any force or effect until it is registered in accordance with this section. (7) The rules of the registered body shall be read subject to any alteration registered in accordance with this section. (8) For the purpose of this Act, alteration of the rules includes a repeal, rescission , revocation, variation , amendment, substitution or modification otherwise of the rules or any part thereof. (9) Where, in the opinion of the Registrar, the rules of a registered body should be altered to achieve conformity with any requirement of this Act, he may, by instrument in writing served upon'the registered body, require it, within a period specified in the instrument, to alter its rules in a manner specified in the instrument or otherwise in a manner approved by the Registrar. (10) If within the period specified in the instrument, the registered body fails to alter its rules as required by the instrument , the Registrar may himself, by notation upon the registered copy of the rules, alter the rules of the registered body. (11) The Registrar shall give notice to a registered body of any alteration of its rules made by him under subsection (10). (12) Any alteration made by the Registrar to the rules of a registered body under subsection ( 10) shall be as valid and effectual as an alteration made and registered under subsections (1) to (8) (both inclusive). (13) The rights and obligations of a person who holds shares in a credit society in accordance with its rules before an alteration to its
Credit Societies Act 1986, No. 19 197 rules made by the Registrar under subsection (10) shall, upon and by virtue of such an alteration, be varied to conform with the rules of the society, as so altered. Division 3-Name 24. Names of registered bodies. (1) Except with the consent of the Minister, a registered body shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name or a name of a kind that the Minister has directed the Registrar not to accept for registration. (2) The Minister shall cause a direction given by him under subsection (1) to be published in the Gazette. (3) A registered body shall have the word "Limited" or the abbreviation "Ltd." as part of and at the end of its name and shall include in its name- (a) in the case of a credit society that is actually registered under this Act-the words "credit society"; (b) in the case of a credit society to which section 19 (1) applies-the words "credit union" or "credit society"; (c) in the case of an association that is actually registered under this Act-the words "credit society" or "credit societies"; (d) in the case of an association to which section 19 (2) applies- the words "credit union", "credit unions", "credit society" or "credit societies", in consecutive form. (4) A description of a registered body shall not be deemed to be inadequate or incorrect by reason of the use of- (a) the abbreviation "Ltd." in lieu of the word "Limited" contained in its name; (b) the symbol "&" in lieu of the word "and" contained in its name; or (c) any of the words specified in paragraph (a) or (b) in lieu of the corresponding abbreviation or symbol contained in its name. 25. Use of words "credit society". (1) Subject to this section, no person or body of persons, whether incorporated or unincorporated, other than a credit society, an association or a foreign credit society registered under Part X shall- (a) trade or carry on business, which expression shall, without limiting the generality thereof, include- (i) the establishing or using of an office for the receipt of share capital, deposits or loan funds; (ii) advertising for or otherwise seeking share capital, deposits or loan funds; or (iii) the making of loans to members residing in the State, whether by servants or agents or otherwise, under any name 8
198 Credit Societies Act 1986, No. 19 or title of which the words "credit society" or the words "credit societies" or any other words importing a similar meaning, form part; or (b) in any manner hold out that its trade or business is respectively that of a credit society, an association of credit societies, a union of associations of credit societies or a foreign credit society registered under Part X. (2) Subsection (1) does not prevent an unincorporated association of credit societies, credit society officers, or an unincorporated union of associations of credit societies, formed in this State from using the words "credit society" or "credit societies" or any other words importing a similar meaning in its name or title if that association or union has been approved by the Registrar for the purposes of this subsection and that approval has not been revoked. (3) Any society or corporation formed or incorporated outside the State (other than a foreign credit society) that desires to trade or carry on business in the State may apply in the prescribed form to the Registrar for exemption from the provisions of subsection (1) which shall not apply to any such society or corporation in respect of which the Registrar has granted exemption, while that exemption subsists. (4) The Registrar may grant an approval for the purposes of subsection (2) and an exemption for the purposes of subsection (3) for such time and upon such conditions as he thinks fit and may revoke the approval or exemption or vary the conditions. (5) The Registrar shall not grant an exemption for the purposes of subsection (3) unless he is satisfied that the society or corporation would be able to trade or carry on business in the State in accordance with the principles contained in this Act for the carrying on of the business of a credit society or, as the case may be, of an association. (6) Any person contravening this section and, in the case of a corporation or an unincorporated body of persons contravening this section, any director or other person having the control and management of the affairs of the corporation or body of persons contravening, are each guilty of an offence. Penalty: $1 000 or imprisonment for 3 months, or both. 26. Exemption from section 25 (1). Section 25 (1) shall not, for the period of 6 months from the commencement of this Part, apply to a registered foreign company within the meaning of the Companies (Queensland) Code that was such a company and was lawfully carrying on the business of a credit union immediately prior to that commencement. 27. Change of Name. (1) Subject to this section, a registered body may, by an alteration of its rules in the manner provided by this Act, and with the approval of the Registrar, change its name to a name by
Credit Societies Act 1986, No. 19 199 which it could be registered under this Act without contravention of section 24 (1). (2) If a registered body through inadvertence or otherwise, is registered by a name by which it could not be registered without contravention of subsection (1) of section 24 it may, by an alteration of its rules in the manner provided by this Act, change its name to a name by which it could be registered without contravention of that subsection and, if the Registrar with the approval of the Minister so directs, shall so change it within 6 weeks of the date of the direction or such longer period as the Registrar allows unless the direction is withdrawn. (3) Upon registration of an alteration of the rules of a registered body pursuant to this section, the Registrar shall register the change of name and either note the change of name on the certificate of incorporation, or, upon surrender to the Registrar of the certificate of incorporation or production of such evidence as to its loss as the Registrar may require, issue a new certificate of incorporation in the prescribed form in lieu thereof. (4) Where a change of name of a registered body has been registered pursuant to this section or a corresponding previous law of the State, the name so registered shall be its registered name, and a reference in this Act to the registered name of a registered body shall, in relation to the registered body, be construed as a reference to its new name registered pursuant to this section or the corresponding previous law of the State or where more than one change of name has been so registered, the name lastly registered. (5) A change of name of a registered body shall be published, at its expense, in the manner prescribed. (6) A change of name pursuant to this Act does not affect the identity of the registered body in question or any right or obligation of the registered body or of any member or other person or render defective any legal proceedings by or against it and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. (7) Any reference in any share certificate, mortgage, lien, security, bond, agreement, contract, deed, or other document, instrument or writing whatsoever to the registered body by its former name shall, on and from the date of the noting of the change in the certificate of incorporation or, as the case may be, issue of the new certificate of incorporation, be read and construed as a reference to the registered body by its new name. (8) In the case of any estate in land registered in the name of a registered body before its change of name- (a) the Registrar of Titles, where the Real Property Act 1861- 1985 applies to such estate; or (b) the person or authority charged with registering instruments of title to or dealings with such estate, where that Act does not apply thereto,
200 Credit Societies Act 1986, No. 19 shall without any authority other than this Act and without payment of any fee have.power and authority to- (i) make or cause to be made any necessary recordings in the appropriate register or other record of titles or dealings; (ii) do and execute all such acts, matters and things as may be necessary and proper, to give full effect to the change of name of the registered body. 28. Publication of name . (1) The name of a registered body shall appear in legible characters on- (a) its seal; and (b) every business letter, statement of account, invoice, order for goods, order for services, official notice, publication, bill of exchange, cheque or other negotiable instrument, indorsement on, or order in, a bill of exchange, cheque or other negotiable instrument, receipt and letter of credit of, or purporting to be issued or signed by or on behalf of, the registered body, and, if default is made in complying with this subsection, the registered body is guilty of an offence. (2) If an officer of a registered body or any person on its behalf- (a) uses or authorizes the use of a seal that purports to be a seal of the registered body, but on which the name of the r istered body does not appear as required by subsection eg (1); (b) issues or authorizes the issue of any business letter, statement of account, invoice, order for goods, order for services or official notice or publication of the registered body on which its name does not appear as required by that subsection; or (c) signs, issues or authorizes to be signed or issued on behalf of the registered body any bill of exchange, cheque or other negotiable instrument, any indorsement on, or order in, a bill of exchange, cheque or other negotiable instrument, or any receipt or letter of credit, on which its name does not appear as required by that subsection, he is guilty of an offence. (3) If an officer of a registered body or any person on its behalf signs, issues or authorizes to be signed or issued on behalf of the registered body any bill of exchange, cheque or other negotiable instrument, or any indorsement on, or order in, a bill of exchange, cheque or other negotiable instrument, or any letter of credit, on which the name of the registered body does not appear as required by subsection (1), he is liable to the holder of the instrument or letter of credit for the amount due on it unless that amount is paid by the registered body. (4) A registered body shall paint or affix and keep painted or affixed on the outside of every office or place in which the business of the
Credit Societies Act 1986, No. 19 201 registered body is carried on, in a conspicuous position and in letters easily legible , the name of the registered body and also, in the case of the registered office , the words "Registered Office" and, if default is made in complying with this subsection , the registered body is guilty of an offence. 29. Registered body using other than registered name. (1) Subject to section 24 (4) a registered body shall not use any name or title, other than its registered name or an abbreviation or elaboration of that name approved in writing by the Registrar. (2) An approval referred to in subsection (1) may be given subject to such terms and conditions as to the Registrar seem fit. Division 4-Office and Service of Documents 30. Registered Office. (1) A registered body shall have a registered office within the State to which all communications and notices may be addressed. (2) The person making application for registration of a credit society or of an association shall lodge with the Registrar a notice in the prescribed form of the address of the proposed registered office. (3) The registered office of a credit society or an . association to which section 19 applies shall, subject to this section, be the address of its registered office under The Co-operative and Other Societies Act of 1967 immediately before the commencement of this Part. (4) A registered body shall, not later than 14 days after a change in the address of its registered office, lodge with the Registrar, in the prescribed form, notice of the change and the Registrar shall thereupon register the new address as the address of the registered office of the registered body. 31. Service of documents . (1) A document may be served on a registered body by leaving it at or sending it by post to its registered office. (2) If communications left at or sent by post to the address of the registered office of a registered body will not be, or are not likely to be, received by it, a document may be served on the registered body by delivering a copy of the document personally to each of 2 directors of the registered body who reside in the State or by sending a copy of the document by post to each of 2 such directors at the address of those directors last known to the person sending the copy of the document. (3) A document may be served on a director or other officer of a registered body by sending it by post to the director or other officer at the last address of the director or other officer as disclosed in returns lodged by the registered body with the Registrar pursuant to this Act. (4) Where a liquidator of a registered body has been appointed, a document may be served on the registered body by leaving it at or
202 Credit Societies Act 1986, No. 19 sending it by post to the last address of the office of the liquidator, notice of which has been lodged with the Registrar. (5) For the purposes of subsections (1) and (2), the situation of the address of the registered office of the registered body- (a) in a case to which paragraph (b) does not apply, shall be deemed to be the address of which notice has been lodged with the Registrar; (b) if a notice of change of address has been lodged with the Registrar under section 30 (4), shall from the date on which the notice is lodged be deemed to be the address specified in the notice. (6) In the application of subsection (5) to a registered body that has lodged more than one notice of change of address of its registered office, a reference in paragraph (b) of that subsection to a notice shall be construed as a reference to the notice last duly lodged. (7) In this section, in the case of a credit society or of an association to which section 19 applies- (a) a reference to the Registrar shall be construed as including a reference to the holder of an office by whatever name called having under a previous law of the State corresponding to this Act powers and functions similar to those of the Registrar under this Act; (b) a reference to this Act or a provision of this Act shall be construed as including a reference to any previous law of the State corresponding to this Act or, as the case may be, to that provision. PART III-OBJECTS AND POWERS Division 1-Credit Societies 32. Objects of a credit society. The objects of a credit society shall be- (a) to raise funds by subscription of its members and in any way authorized by this Act; (b) to apply those funds, subject to this Act and the rules of the credit society, in making loans to or continuing credit arrangements with its members and in such other ways as are authorized by this Act and those rules; (c) to provide such services to its members and depositors as are provided for in this Act.
Credit Societies Act 1986, No. 19 203 33. Powers of a credit society. Subject to this Act, a credit society shall have and may exercise such powers incidental to its objects as are from time to time- (a) prescribed; or (b) conferred by its rules, and, without limiting the powers which may be so conferred, the rules may confer all or any of the following powers- (c) to raise money for any of its objects on loan or by negotiation of promissory notes or prescribed bills of exchange; (d) to receive,money on deposit; (e) to make and enter into arrangements for the provision of loan protection insurance and life savings insurance; (f) to provide counselling and other services for its members as may assist members in the proper management of their finances. Division 2-Associations 34. Objects of an association . The objects of an association shall be such of the following as may be authorised by the rules of the association:- (a) to promote the interests of and co-operation among credit societies and associations; (b) to formulate and to provide for the adoption and observance by credit societies of conditions, standards, practices, procedures and guidelines governing the carrying on of their business; (c) to render services to and to act on behalf of its component members in such a manner as may be specified in or authorised by the rules of the association or as may be prescribed; (d) to advocate and promote such legislation, practices and reforms as may be conducive to any of the objects of the association; (e) to co-operate with other bodies with similar objects; (f) to encourage and assist in the formation of credit societies; (g) to assist and advise in the management of the affairs of its component members. 35. Powers of an association . (1) Subject to this Act, an association shall have and may exercise such powers, incidental to its objects, as are from time to time- (a) prescribed; or (b) conferred by its rules,
204 Credit Societies Act 1986, No. 19 and, without limiting the powers which may be so conferred, the rules may confer all or any of the following powers:- (c) to raise money for any of its objects on loan or by negotiation of promissory notes or prescribed bills of exchange; (d) to receive money on deposit; (e) to make loans to its component members and to its full- time employees; (f) to deposit money with an association of which it is a component member. (2) Where an association raises money on loan for any of its objects and a guarantee is given by any person in respect of the repayment of the loan, the component members of the association or any one or more of them may, jointly with the association, enter into an agreement to indemnify the guarantor against any liability which may arise under or in respect of the guarantee. (3) Except as is otherwise provided by this Act an association shall not make a loan to a person or body who is not a member or a full- time employee of the association. Division 3-General 36. Business premises . (1) A registered body may acquire by purchase, lease or otherwise, real or personal property required mainly for the purpose of providing business or office accommodation for the registered body. (2) A registered body may sell, mortgage or assign the lease of any such real or personal property and, provided that the property continues to be used mainly for the purpose of providing business or office accommodation for the registered body, may let any part thereof. (3) Subject to subsection (5), the amount that may be expended in the acquisition of business or office accommodation pursuant to subsection (1) in any financial year shall not, when added to the amount previously expended for the same purpose, exceed a sum equal to 5 per centum, or such other proportion as is prescribed by Order in Council, of the aggregate of the share capital of and the amount held on deposit by the registered body at the end of the financial year immediately preceding the financial year during which such expenditure is to be incurred. (4) An Order in Council under subsection (3) may be of general application or be limited in its application to a particular registered body or particular registered bodies or to registered bodies in a class or classes of registered bodies referred to in the Order in Council. (5) A registered body may use the proceeds of any sale pursuant to subsection (2) in the acquisition of real or personal property for a purpose referred to in subsection (1) and, where it does so, the amount used shall not be taken into account in calculating the amount which may be expended pursuant to subsection (3).
Credit Societies Act 1986, No. 19 205 37.' Management contracts prohibited. (1) In this section "management contract" means- (a) a contract, agreement, arrangement or understanding to which a registered body is party by virtue of which- (i) the affairs and activities, or any of the affairs or activities, of the registered body are managed, controlled or promoted; or (ii) assistance or advice in relation to the management of the registered body or any part of its activities is given, by a person- (iii) who is not a director or otherwise a member of the management or staff of the registered body; or (iv) who is a director or otherwise a member of the management or staff of the registered body but is not undertaking or performing the activity in that capacity; (b) a contract, agreement, arrangement or understanding to which a registered body is party by virtue of which the whole, or any substantial part, of the duties or work ordinarily undertaken or performed by the managements or staffs of registered bodies is undertaken or performed for the registered body by a person- (i) who is not a member of the management or staff of the registered body; or (ii) who is a member of the management or staff of the registered body but is not undertaking or performing the duties or work in that capacity. (2) Subject to this section, a registered body shall not enter into any management contract. (3) Any management contract entered into in contravention of subsection (2) is void. (4) Subject to this section, where- (a) the affairs or activities, or any of the affairs or activities, of a registered body are managed, controlled or promoted by a person- (i) who is not a director or otherwise a member of the management or staff of the registered body; (ii) who is a director or otherwise a member of the management or staff of the registered body but is not undertaking or performing the activity in that capacity; (b) assistance or advice in the management of a registered body, or any part of the activities of the registered body, is given by a person- (i) who is not a director or otherwise a member of the management or staff of the registered body; or (ii) who is a director or otherwise a member of the management or staff of the registered body but is not undertaking or performing the activity in that capacity; (c) the whole, or any substantial part, of the duties or, work ordinarily undertaken or performed by the managements or
206 Credit Societies Act 1986, No. 19 staffs of registered bodies is undertaken or performed for the registered body by a person- (i) who is not a member of the management or staff of the registered body; or (ii) who is a member of the management or staff of the registered body but is not undertaking or performing the duties or work in that capacity; the registered body, every officer of the registered body who is in default and the person are each guilty of an offence. Penalty: $5 000 or imprisonment for 1 year. (5) This section does not- (a) operate so as to render void a management contract entered into by a registered body with a person, so far as it relates only to the undertaking or performance by that person of activities, duties or work on behalf of or in relation to the registered body in the capacity of banker, auditor, legal adviser, actuary, tax agent, computer specialist or advertising agent or in any other capacity approved in writing by the Registrar; (b) apply to or in relation to the undertaking or performance by a person of any activity, duties or work on behalf of a registered body in the capacity of banker, auditor, legal adviser, actuary, tax agent, computer specialist or advertising agent or in any other capacity approved in writing by the Registrar; (c) apply to or in relation to- (i) the undertaking or performance by an association of any activity, duties or work for or on behalf of a component member the undertaking or performance of which is authorised by this Act or the rules of the association; (ii) a management contract entered into by a credit society with an association so far as it relates only to an activity, duty or work to which subparagraph (i) relates; (d) apply to or in relation to- (i) the undertaking or performance of any activity, duties or work by a corporation- (A) that is a subsidiary of the registered body concerned; or (B) all the shares in which are owned by registered bodies and some of the shares in which are owned'-by the registered body concerned; (ii) a management contract entered into by a registered body with a corporation- (A) that is a subsidiary of the registered body; or
Credit Societies Act 1986, No. 19 207 (B) all the shares in which are owned by registered bodies and some of the shares in which are owned by the registered body concerned; or (e) apply to or in relation to a management contract in respect of which the approval in writing of the Registrar thereto has- (i) in the case of a management contract entered into after the commencement of this section, first been obtained; (ii) in the case of a management contract entered into before the commencement of this section, been obtained before the expiration of a period of 3 months next after the said commencement or such extended period as the Registrar in special circumstances allows. (6) Where at the commencement of this section a management contract exists between a registered body and a person that would, if the management contract had been entered into after that time, have been entered into in contravention of subsection (2), that management contract shall, notwithstanding any of its provisions to the contrary, be deemed to be terminated, where the approval of the Register has not been obtained before the expiration of the period or extended period that applies in respect of the contract under subsection (5) (e) (ii), from the expiration of that period. (7) Where under a management contract referred to in subsection (6) any money has become due and payable by or to a registered body before the management contract is deemed to have been terminated by that subsection, that money may, to the extent that it might have been recoverable apart from that termination, be recovered in proceedings in a court of competent jurisdiction. (8) Where a management contract between a registered body and a person is deemed to be terminated by virtue of subsection (6), all books and records held by that person which relate to any of the affairs or activities of the registered body shall be deemed to belong to the registered body and that person shall, within 14 days after that termination, take all practicable steps necessary to transfer those books and records to the control of the registered body. Penalty: $2 000 or imprisonment for 6 months, or both. (9) A person required to transfer any books and records to a registered body in accordance with subsection (8) shall not- (a) conceal, destroy, mutilate or alter any such book or record; or (b) send, attempt to send or conspire with another person to send such a book or record out of the State. Penalty: $10 000 or imprisonment for 2 years, or both. (10) It is a defence to a prosecution under subsection (9) to prove that the person charged did not act with intent to defeat the purposes of this section.
208 Credit Societies Act 1986, No. 19 (11) Subject to this section where moneys are paid to any person by a registered body in pursuance, or purported pursuance, of- (a) a management contract entered into by the registered body in contravention of subsection (2); or (b) a management contract entered into before the commencement of this section other than moneys in respect of the contract that are recoverable under subsection (7), then notwithstanding subsections (2) and (3), the person who received such moneys is liable to repay those moneys to the registered body and the said moneys may be recovered by it from the person by whom the moneys were received in an action as for a debt in any court of competent jurisdiction. (12) Subject to this section where moneys are paid to any person by a registered body in pursuance, or purported pursuance, of- (a) a management contract entered into by it in contravention of subsection (2); or (b) a management contract entered into before the commencement of this section other than moneys in respect of the contract that are recoverable under subsection (7), any officer of the registered body who wilfully made, authorized or permitted the payment of the moneys is liable to pay to the registered body a sum equivalent to the amount of the moneys so paid and such sum of money may be recovered by the registered body from the officer in an action as for a debt in any court of competent jurisdiction but moneys shall not be recovered both under subsection (11) and this subsection in respect of the same payment of moneys by a registered body. 38. Raising of money. (1) Subject to this section, a registered body may within the limits provided in this section- (a) raise money on loan, or receive money on deposit; (b) raise money by negotiating promissory notes or prescribed bills of exchange; (c) raise money on the secondary mortgage market as defined in the Mortgages (SecondaryMarket) Act 1984-1985 by selling secondary mortgage market securities in which a trustee may invest trust funds pursuant to section 34 of that Act, to be applied for its objects. (2) A registered body may raise money on loan in such manner as the board may think fit provided that it shall not borrow money otherwise than in Australian currency or undertake to repay money borrowed otherwise than in Australian currency. (3) Without limiting in any way the manner in which the registered body may so raise money on loan, but subject to subsection (10), money may be raised by legal or equitable mortgage charged upon the undertaking
Credit Societies Act 1986, No. 19 209 of the registered body or upon all or any part of the property and rights (both present and future) of the registered body including its share capital subscriptions, loan payments and other moneys. (4) A credit society shall not in any month raise on loan or by negotiating promissory notes or prescribed bills of exchange amounts that, if added to the amount owing as at the last day of the next preceding month by the credit society in respect of all loans made to it and all promissory notes and prescribed bills of exchange negotiated by it pursuant to this section, would produce an amount greater than 10 per centum (or such other percentage as is prescribed) of the sum of- (a) the share capital of the credit society; (b) the amount held on deposit by the credit society; and (c) where the Registrar so approves in writing, the amount or a part thereof held in reserve by the credit society, as at that day. (5) Notwithstanding the provisions of subsection ( 4), a credit society may, with the written approval of the Registrar first obtained, raise moneys on loan or by negotiating promissory notes or prescribed bills of exchange of an amount in excess of the amount prescribed by or for the purpose of that subsection- (a) where the period of 4 years next succeeding the day on which the credit society was first registered- (i) in the case of a credit society to which section 19 .(1) applies-as a credit union under The Co-operative and Other Societies Act of 1967; or (ii) in the case of any other credit society - under section 9 of this Act, has not expired; or (b) where the Registrar is satisfied- (i) that the membership of the credit society has not reached its potential and the credit society requires to raise the moneys for the purpose of increasing its membership; (ii) that the credit society requires to raise the moneys following the extension of the class or classes of persons eligible to borrow; (iii) that the credit society desires to raise the moneys to enable the acquisition of real property necessary for the purpose of providing business or office accommodation for the credit society; or (iv) that the moneys to be raised on loan or by negotiating promissory notes or prescribed bills of exchange are to be used for the purpose of repaying share capital or deposits. (6) Where the Registrar grants an approval for the purposes of subsection ( 5), he may, in granting the approval, impose such terms
210 Credit Societies Act 1986, No. 19 and conditions to be complied with by the credit society as he deems appropriate and where default is made in complying with any such terms and conditions the credit society and every officer of the credit society who is in default are each guilty of an offence. Penalty: $1 000 or imprisonment for 3 months, or both. (7) A registered body shall not accept money on deposit unless the deposit is received upon terms that not less than one month's notice may be required by the board before repayment. (8) Any member or other person who lends or pays money to or deposits money with a registered body shall not be bound to see to the application thereof or be in any way affected or prejudiced by the fact that the registered body in borrowing or raising such money or receiving such deposit has contravened any provision of this Act or of its rules. (9) Nothing in this section shall affect the validity of any deposits with or loans to a registered body made before the commencement of this section but any redepositing or relending of the moneys in question shall be made only in conformity with this section. (10) A registered body shall not issue to the public, offer to the public for subscription or purchase, or invite the public to subscribe for or purchase, any debenture. 39. Application of Companies (Queensland ) Code in relation to. charges by registered bodies, etc . (1) The provisions of Division 9 of Part IV of the Companies (Queensland) Code shall, mutatis mutandis, and with such modifications (if any) as may be prescribed, extend to any charge created by a registered body or a foreign credit society registered under Part X. (2) For the purposes of the extension of provisions specified in subsection (1)- (a) a reference in any of those provisions to the Commission shall be construed as a reference to the Registrar under this Act; (b) a reference in any of those provisions to a company shall be construed as a reference to a registered body; and (c) a reference in any of those provisions to a registered foreign company shall be construed as a reference to a foreign credit society registered under Part X. 40 Contracts, authorization of documents . (1) Contracts on behalf of a registered body may be made, varied or discharged as is provided in this section. (2) Any contract which, if made between natural persons, would by law be required to be in writing under seal, may be made in the name and on behalf of a registered body in writing under its common seal and the contract may be varied or discharged in the same manner. (3) Any contract which, if made between natural persons, would by law be required to be in writing and signed by the parties to be
Credit Societies Act 1986, No. 19 211 charged therewith may be made in the name and on behalf of a registered body in writing signed by any person acting under its express or implied authority and the contract may be varied or discharged in the same manner. (4) Any contract which, if made between natural persons, would by law be valid, although made by parol only (and not reduced into writing), may be made by parol in the name and on behalf of a registered body by any person acting under its express or implied authority and the contract may be varied or discharged in the same manner. (5) Any contract made according to the provisions of this section is effectual in law and binds the registered body and its successors and all other parties to the contract. (6) A document or proceeding requiring authentication by a registered body may be signed by an authorized officer of the registered body and need not be under its common seal. (7) A registered body may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its agent or attorney to execute deeds on its behalf and a deed signed by such agent or attorney on behalf of the registered body and under his seal or, subject to subsections (8) and (9), under the appropriate official seal of the registered body shall bind the registered body and have the same effect as if it were under its common seal. (8) The authority of an agent or attorney empowered pursuant to subsection (7) shall, as between the registered body and any person dealing with him, continue during the period (if any) mentioned in the instrument conferring the authority, or if no period is so mentioned, until notice of the revocation or determination of his authority has been given to the person dealing with him. (9) A registered body whose objects require or comprise the transaction of business outside the State may, if authorized by its rules, have for use outside the State an official seal, which shall be a facsimile of the common seal of the registered body with the addition on its face of the name of every place where it is to be used and the person affixing any such official seal shall, in writing under his hand, certify on the instrument to which it is affixed the date on which and the place at which it is affixed. 41. Agency contracts , etc. (1) A registered body shall not enter into a contract or arrangement whereby administrative, technical or financial services or other services are to be provided- (a) to the registered body by a person who, in providing the services, is acting otherwise than as an officer of the registered body: (b) to the members or depositors of the registered body by a person other than the registered body; or
Credit Societies Act 1986, No. 19 359 (6) This Act is in addition to and not in substitution for the provisions of The Criminal Code. 228. Offences committed partly in and partly out of the State. If a person does or omits to do an act or thing outside the State and that person, if he had done or omitted to do that act or thing in the State, would, by reason of his also having done or omitted to do an act or thing in the State, have been guilty of an offence against this Act, that person is guilty of that offence. 229. Continuing offences. (1) Where- (a) by or under this Act an act or thing is required or directed to be done within a particular period or before a particular time; (b) failure to do that act or thing within the period or before the time referred to in paragraph (a) constitutes an offence; and (c) that act or thing is not done within the period or before the time referred-to in paragraph (a), the following provisions of this subsection have effect:- (d) the obligation to do that act or thing continues, notwithstanding that that period has expired or that time has passed, until that act or thing is done; (e) where a person is convicted of an offence that, by virtue of paragraph (d), is constituted by failure to do that act or thing after the expiration of that period or after that time, as the case may be, that person is guilty of a separate and further offence in respect of each day after the day of the conviction during which the failure to do that act or thing continues; and (f) the penalty applicable to each such separate and further offence is $50. (2) Where- (a) by or under this Act an act or thing is required or directed to be done but no period within which or time by which that act or thing is to be done is specified; (b) failure to do that act or thing constitutes an offence; and (c) a person is convicted of an offence in respect of a failure to do that act or thing, that person is guilty of a separate and further offence in respect of each day after the day of the conviction during which the failure to do that act or thing continues and the penalty applicable to each such separate and further offence is $50. (3) Charges against the same person for any number of offences under subsection (I) (e) or (2) may be joined in the same complaint if those offences relate to a failure to do the same act or thing.
360 Credit Societies Act 1986, No. 19 (4) If a person is convicted of more than one offence under subsection (1) (e) or subsection (2), the court may impose one penalty in respect of all the offences of which the person is so convicted under that subsection, but that penalty shall not exceed the sum of the maximum penalties that could be imposed if a penalty were imposed in respect of each offence separately. 230. Officers and other persons in default . (1) Where a provision of this Act provides that an officer of a registered body or other person who is in default is guilty of an offence, the reference to the officer or other person who is in default shall, in relation to a contravention of, or failure to comply with, the provision, be construed as a reference to any officer of the registered body (including a person who subsequently ceased to be an officer of the registered body) or any person, as the case may be, who is in any way, by act or omission, directly or indirectly, knowingly concerned in or party to the contravention or .failure. (2) For the purposes of subsection (1), a secretary of a registered body shall, unless the contrary is proved, be deemed to be knowingly concerned in and party to any failure by the registered body to comply with a provision of this Act requiring the lodgment of a document with or the furnishing of a document to the Registrar. Division 3-Proceedings 231. Proceedings how and when taken . (l) Notwithstanding anything in any other Act, proceedings for any o ence against this Act with a view to the summary conviction of the offender may be instituted within the period of 3 years after the act or omission alleged to constitute the offence or, with the consent of the Minister, at any later time. (2) In any proceedings for an offence against this Act any complaint under the Justices Act 1886-1985 may be made only- (a) by the Registrar; or (b) by a person authorized in writing by the Minister. (3) The authority of a person to make a complaint referred to in subsection (2) shall be presumed until the contrary is proved. 232. Indictable offences and summary offences. (1) An offence against this Act that is not punishable by imprisonment or is punishable by imprisonment for a period not exceeding 6 months is, unless the contrary intention appears, punishable summarily. (2) An offence against this Act that is punishable by imprisonment for a period exceeding 6 months is, subject to subsection (3), punishable on indictment. (3) Where- (a) proceedings for an offence against this Act is punishable by imprisonment for a period exceeding 6 months are brought in a court of summary jurisdiction; and (b) the prosecutor requests the court to hear and determine the proceedings,
Credit Societies Act 1986, No. 19 361 the offence is punishable summarily and the court shall hear and determine the proceedings. (4) A court of summary jurisdiction may not- (a) impose, in respect of any one offence against this Act, a period of imprisonment exceeding 2 years; or (b) impose, in respect of offences against this Act, cumulative periods of imprisonment that, in the aggregate, exceed 5 years. (5) Nothing in this section renders a person liable to be punished more than once in respect of the same offence. 233. Civil remedies . If a registered body in making or raising any loan or making an advance pursuant to a continuing credit arrangement or receiving any deposit or allotting any shares contravenes any provision of this Act or any rule of the registered body, the civil rights and liabilities of the registered body or any other person in respect of the recovery of the loan, advance or deposit or the moneys payable in respect of the shares shall not be affected or prejudiced by the contravention, save that the money shall become immediately payable, and the same remedies may be had for the recovery of the loan, advance, deposit or share capital and for the enforcement of any security therefor as if there had not been a contravention of this Act or of the rules of the registered body. 234. Examination of persons concerned with registered bodies. (1) In this section, a reference, in relation to a registered body, to a prescribed person, shall be construed as a reference to an administrator or liquidator of the registered body or to any other person authorized by the Registrar to make applications under this section or to make an application under this section in relation to that registered body. (2) Where it appears to the Registrar or to a prescribed person that- (a) a person who has taken part or been concerned in the formation, management, administration or winding up of, or has otherwise taken part or been concerned in affairs of, a registered body, has been, or may have been, guilty of fraud, negligence, default, breach of trust, breach of duty or other misconduct in relation to that registered body; or (b) a person may be capable of giving information in relation to the formation, management, administration or winding up of, or otherwise in relation to affairs of, a registered body, the Registrar or prescribed person may apply to the Court for an order under this section in relation to the person. (3) Where an application is made under subsection (2) in relation to a person, the Court may, if it thinks fit, order that the person attend before the Court on a day and at a time to be fixed by the Court to be
362 Credit Societies Act 1986, No. 19 examined on oath or affirmation on any matters relating to the formation, management, administration or winding up of, or otherwise relating to affairs of, the registered body concerned. (4) An examination under this section shall be held in public except to such extent (if any) as the Court considers that, by reason of special circumstances, it is desirable to hold the examination in private. (5) The Court, on making an order for an examination, or at any later time, on the application of any person concerned, may give such directions as to the matters to be inquired into, and, subject to subsection (4), as to the procedure to be followed (including, in the case of an examination in private, directions as to the persons who may be present), as it thinks fit. (6) A person who is ordered under subsection (3) to attend before the Court shall not without reasonable excuse- (a) fail to attend as required by the order; or (b) fail to attend from day to day until the conclusion of the examination. Penalty: $10 000 or imprisonment for 2 years, or both. (7) A person attending before the Court for examination pursuant to an order made under subsection (3) shall not refuse or fail to take an oath or make an affirmation. Penalty: $10 000 or imprisonment for 2 years, or both. (8) A person attending before the Court for examination pursuant to an order made under subsection (3) shall not refuse or fail to answer a question that he is directed by the Court to answer. Penalty: $10 000 or imprisonment for 2 years, or both. (9) A person attending before the Court for examination pursuant to an order made under subsection (3), if directed by the Court to produce any books in his possession or under his control relevant to the matters on which he is to be, or is being, examined, shall not refuse or fail to comply with the direction. Penalty: $10 000 or imprisonment for 2 years, or both. (10) Where the Court so directs a person to produce any books and the person has a lien on the books, the production of the books does not prejudice the lien. (11) A person attending before the Court for examination pursuant to an order made under subsection (3) shall not make a statement that is false or misleading in a material particular. Penalty: $10 000 or imprisonment for 2 years, or both. (12) A person is not excused from answering a question put to him at an examination held pursuant to an order made under subsection (3) on the ground that the answer might tend to incriminate him but,
Credit Societies Act 1986, No. 19 363 where the person claims, before answering the question, that the answer might tend to incriminate him, the answer is not admissible in evidence against him in criminal proceedings other than proceedings under this section or other proceedings in respect of the falsity of the answer. (13) The Court may order the questions put to a person and the answers given by him at an examination under this section to be recorded in writing and may require him to sign that written record. (14) Subject to subsection (12), any written record of an examination so signed by a person, or any transcript of an examination of a person that is authenticated as provided by the Recording of Evidence Acts, 1962 to 1968, may be used in evidence in any legal proceedings against the person. (15) An examination under this section may, if the Court so directs and subject to the rules of court, be held before such other court as is specified by the Court and the powers of the Court under this section may be exercised by that other court. (16) A person ordered to attend before the Court or another court for examination under this section may, at his own expense, employ a solicitor, or a solicitor and barrister and the solicitor or barrister, as the case may be, may put to him such questions as the Court, or the other court, as the case may be, considers just for the purpose of enabling him to explain or qualify any answers or evidence given by him. (17) The Court or another court before which an examination under this section takes place may, if it thinks fit, adjourn the examination from time to time. (18) Where an order is made under subsection (3) and the Court is satisfied that it was obtained without reasonable cause, the Court may order the whole or any part of the costs incurred by the person ordered to be examined to be paid by the applicant or by any other person who, with the consent of the Court, took part in the examination. 235. Civil proceedings not to be stayed . No civil proceedings under this Act shall be stayed by reason only that the proceeding discloses, or arises out of, the commission of an offence. 236. Orders against persons concerned with registered bodies. (1) In this section, a reference to a prescribed person, in relation to a registered body shall be construed as a reference to an administrator or liquidator of the registered body or to any other person authorized by the Registrar to make applications under this section or to make an application under this section in relation to that registered body. (2) Subject to subsection (3), where, on application by the Registrar or a prescribed person, the Court is satisfied that- (a) a person is guilty of fraud, negligence, default, breach of trust or breach of duty in relation to a registered body; and (b) the registered body has suffered, or is likely to suffer, loss or damage as a result of the fraud, negligence, default, breach of trust or breach of duty,
364 Credit Societies Act 1986, No. 19 the Court may make such order or orders as it thinks appropriate against or in relation to the person (including either or both of the orders specified in subsection (4)) and may so make an order against or in relation to a person notwithstanding that the person may have committed an offence in respect of the matter to which the order relates. (3) The Court shall not make an order against a person under subsection (2) unless the Court has given the person the opportunity- (a) to give evidence himself; (b) to call witnesses to give evidence; (c) to adduce other evidence in relation to the matters to which the application relates; and (d) to employ, at his own expense, a solicitor, or a solicitor and barrister, to put to him, or to any other witness, such questions as the Court considers just for the purpose of enabling him to explain or qualify any answers or evidence given by him. (4) The orders that may be made under subsection (2) against a person include- (a) an order directing the person to pay money or transfer property to the registered body; and (b) an order directing the person to pay to the registered body the amount of the loss or damage. (5) Nothing in this section prevents any person from instituting any other proceedings in relation to matters in respect of which an application may be made under this section. 237. Power to grant relief. (1) If, in any civil proceeding against a. person to whom this section applies for negligence, default, breach of trust or breach of duty in a capacity by virtue of which he is such a person, it appears to the court before which the proceedings are taken that the person is or may be liable in respect of the negligence, default or breach but that he has acted honestly and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default or breach, the court may relieve him either wholly or partly from his liability on such terms as the court thinks fit. (2) Where a person to whom this section applies has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of trust or breach of duty in a capacity by virtue of which he is such a person, he may apply to the Court for relief, and the Court has the same power to relieve him as it would have had under subsection (1) if it had been a court before which proceedings against the person for negligence, default, breach of trust or breach of duty had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge after hearing the evidence may, if he is
Credit Societies Act 1986, No. 19 365 satisfied that the defendant ought pursuant to that subsection to be relieved either wholly or partly from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge thinks proper. (4) This section applies to a person who is- (a) an officer of a registered body; (b) an auditor of a registered body; (c) an expert in relation to a matter in relation to which the civil proceeding has been taken or the claim will or might arise; or (d) a receiver, receiver and manager, liquidator or other person appointed or directed by the Court to carry out any duty under this Act in relation to a registered body. (5) For the purposes of this section, "officer" in relation to a registered body, means- (a) a director, secretary, executive officer or employee of the registered body; (b) a receiver, or receiver and manager, of the property or part of the property of the registered body; (c) an administrator of the registered body; and (d) a liquidator of the registered body. 238. Irregularities . (1) In this section, unless the contrary intention appears- (a) a reference to a proceeding under this Act is a reference to any proceeding whether a legal proceeding or not; and (b) a reference to a procedural irregularity includes a reference to- (i) the absence of a quorum at a meeting of a registered body, at a meeting of directors or creditors of a registered body or at a joint meeting of creditors and members of a registered body; and (ii) a defect, irregularity or deficiency of notice or time. (2) A proceeding under this Act is not invalidated by reason of any procedural irregularity unless the Court is of the opinion that the irregularity has caused or may cause substantial injustice that cannot be remedied by any order of the Court and by order declares the proceeding to be invalid. (3) A meeting held for the purposes of this Act, or a meeting notice of which is required to be given in accordance with the provisions of this Act or the rules of the registered body, or any proceeding at such a meeting, is not invalidated by reason only of the accidental omission to give notice of the meeting or the non-receipt by any person of notice of the meeting, unless the Court, on the application of the person
366 Credit Societies Act 1986, No. 19 concerned, a person entitled to attend the meeting or the Registrar, declares proceedings at the meeting to be void. (4) Subject to the following provisions of this section and without limiting the generality of any other provision of this Act, the Court may, on application by any interested person, make all or any of the following orders, either unconditionally or subject to such conditions as the Court imposes:- (a) an order declaring that any act, matter or thing purporting to have been done, or any proceeding purporting to have been instituted or taken, under this Act or in relation to a registered body is not invalid by reason of any contravention of, or failure to comply with, a provision of this Act or a provision of the rules of the registered body; (b) an order directing the rectification of any register kept by the Registrar under this Act; (c) an order relieving a person in whole or in part from any civil liability in respect of a contravention or failure of a kind referred to in paragraph (a); (d) an order extending the period for doing any act, matter or thing or instituting or taking any proceeding under this Act or in relation to a registered body (including an order extending a period where the period concerned expired before the application for the order was made) or abridging the period for doing such an act, matter or thing or instituting or taking such a proceeding, and may make such consequential or ancillary orders as the Court thinks fit. (5) An order may be made under paragraph (a) or (c) of subsection (4) notwithstanding that the contravention or failure referred to in the paragraph concerned resulted in the commission of an offence. (6) The Court shall not make an order under this section unless it is satisfied- (a) in the case of an order referred to in paragraph (a) of subsection (4)- (i) that the act, matter or thing, or the proceeding, referred to in that paragraph is essentially of a procedural nature; (ii) that the person or persons concerned in or party to the contravention or failure acted honestly; or (iii) that it is in the public interest that the order be made; (b) in the case of -an order referred to in paragraph (c) of subsection (4), that the person subject to the civil liability concerned -acted honestly; and (c) in every case, that no substantial injustice has been or is likely to be caused to any person.
Credit Societies Act 1986, No. 19 367 PART XIII-MISCELLANEOUS 239. Regulations . (1) The Governor in Council may make regulations, not inconsistent with this Act, for or with respect to- (a) prescribing forms for the purposes of this Act; (b) providing for the recovery of fees to be paid in respect of matters or things to be done under or for the purposes of this Act; (c) the furnishing to the Registrar of information in addition to, or in variation of, the information contained in a prescribed form lodged with him; (d) the manner in which, the persons by whom, and the directions in accordance with which the prescribed forms, or any of them, shall or may be signed, prepared or completed, and the regulation generally of the signing, preparation and completion of those forms or any of them; (e) the times within which information required to be furnished to the Registrar pursuant to this Act shall be so furnished; (f) requiring credit societies, or credit societies of a prescribed class , to keep their offices open to the public throughout prescribed periods; (g) prescribing penalties not exceeding $500 for any breach of the regulations and where the breach is a continuing breach an additional penalty not exceeding $50 per day; (h) requiring the verification, including verification by statutory declaration, of a statement or return lodged with the Registrar; (i) prescribing accounting standards for the purpose of Division 3 of Part V; (j) requiring a director of a registered body to give notice in writing to the registered body of such particulars and other matters as are specified in the regulations; (k) prescribing the minimum provisions to be made for doubtful debts in the accounts of a registered body; (1) generally prescribing any matters or things authorized or required to be prescribed under this Act or which are necessary or convenient to be prescribed for carrying out or giving effect to this Act. (2) Except as otherwise expressly provided in this Act, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstances. (3) For the purpose of subsection (1) (i) the regulations may adopt, wholly or in part or with such modifications (if any) as may be contained in the regulations and either by way of reference or by way of express specification therein, any of the accounting standards of the body known as the Accounting Standards Review Board or some other body identified in the regulations.
368 Credit Societies Act 1986, No. 19 240. Advertising. (1) Subject to subsection (4), a registered body shall not advertise or cause, permit or authorize any other person to advertise on its behalf unless it has obtained the prior approval in writing of the Registrar who is hereby authorised to approve of any advertisement by, or on behalf of, a registered body. on such terms and conditions as he thinks fit. (2) A registered body or any other person that in any advertisement makes a reference to- (a) the receipt of share capital, the acceptance of loans or deposits; or (b) the right and method of withdrawal of share capital or deposits or the right and method of repayment of loans, which reference is not in compliance with the registered body's rules, commits an offence against this Act. Penalty: $ 5 000. (3) A person shall not by advertisement in any form seek members, capital or deposits for a proposed registered body unless he has obtained the prior approval in writing of the Registrar who is hereby authorized to approve of any such advertisement on such terms and conditions as he thinks fit. (4) The Minister may, if he thinks fit , exempt- (a) a registered body; (b) registered bodies generally; or (c) a particular class of registered bodies, from complying with the provisions of subsection ( 1), which exemption may be made subject to such terms and conditions as the Minister thinks fit. Any exemption granted under this subsection may at any time be revoked by the Minister. (5) A registered body or other person that fails to comply with any term or condition imposed pursuant to this section commits an offence against this Act. Penalty: $5 000. (6) In this section- "advertisement " includes- (a) any circular or handbill in or by any medium inviting business or making known the activities of a registered body or proposed registered body; (b) the promotion or sponsorship of an activity or the sponsorship of a person, which has the effect of inviting business or making known the activities of a registered body or proposed activities of a proposed registered body;
Credit Societies Act 1986, No. 19 369 (c) matter that makes known the activities of a registered body, and "advertise" has a corresponding meaning; "registered body" includes a foreign credit society registered under Part X and a body exempted under section 25. 241. Publication , etc., of Orders in Council . The provisions of section 28A of the Acts Interpretation Act 1954-1977 apply with all necessary adaptations to and in relation to Orders in Council made under this Act and for the purposes of that application a reference in those provisions to a regulation shall be construed as a reference to an Order in Council made under this Act. 242. Rules of Court. (1) Where under this Act any power or jurisdiction is conferred on a court, the power to make rules of court in respect of that court includes power to make rules with respect to proceedings and the practice and procedure of the court under this Act. (2) Until such rules are made a judge of the court may, in any particular case , give such directions as he deems fit and such directions shall, according to their tenor, have the force and effect of rules made under this section. 243. Preservation and disposal of records , etc. A registered body that is required by a provision of this Act to maintain, make or keep a register or any record (other than a record to which section 96 (2) relates) in relation to the business carried on by the registered body shall preserve that register or record for a period of 5 years next after the day on which the last entry was made therein. 244. Credit society may be registered issuer or packager . A credit society may, notwithstanding anything to the contrary contained in its rules, become a registered issuer or registered packager within the meaning of section 4 of the Mortgages (Secondary Market) Act 1984- 1985 and carry on business as such in accordance with that Act. 245. Amendment of Money Lenders Act 1916-1979. (1) The Money Lenders Act 1916-1979 is amended by inserting in the definition of "money-lender" in section 3, next after paragraph (b), the following paragraph and word:- "(ba) Any credit society, association of credit societies or union of associations of credit societies formed and registered or deemed to be formed and registered under the Credit Societies Act 1986, any foreign credit society registered under Part X of that Act or any credit society, society or corporation formed or incorporated outside the State in respect of which an exemption from compliance with the provisions of section 25 (1) of the Credit Societies Act 1986 is for the time being in force; or".
370 Credit Societies Act 1986, No. 19 (2) The Money Lenders Act 1916-1979 as amended by this section may be cited as the Money Lenders Act 1916-1986. 246. Amendments of Co- operative and Other Societies Act 1967- 1978. (1) The Co-operative and Other Societies Act 1967-1978 is amended in the manner and to the extent set out as follows:- Provision Amended Nature of Amendment Section 2 ....... . Omit the expression "Division 4-Credit Unions;" Section 9 (2) ...... Omit the expression "(c) a credit union;" Part III-Division 4 Division 4 is repealed Section 33 (5) ... . Subsection (5) is repealed Section 34 (4) Omit the second paragraph Section 59 (1) ... . Omit the words "other than a credit union" Section 59 (2) ... . Omit subsection (2) The Schedule The Schedule is repealed. (2) The Co-operative and Other Societies Act 1967-1978 as amended by this section may be cited as the Co-operative and Other Societies Act 1967-1986. (3) Unless the contrary intention appears in this Act- (a) all persons, things and circumstances appointed done or created by or under the provisions of the Act amended by this section in so far as those provisions applied to or in relation to, a society registered or deemed to have been registered under that Act or a federation or league registered or deemed to be registered under the Act comprising as component members only societies that are credit unions or existing or continuing under those provisions immediately before the commencement of this Part shall under and subject to this Act continue to have the same status , operation and effect as they would have had if the Act as so amended had not been amended; (b) in particular and without affecting the generality of paragraph (a) such amendment shall not disturb the status, operation or effect of any establishment, incorporation or registration of a society or federation or league to which paragraph (a) refers or of any rule, regulation, direction, order, notice, registration, register, resolution, security, charge, conveyance, re-conveyance, certificate, receipt, deed, instrument, document, appointment, application, contract, agreement, compromise, arrangement, right or liability made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, kept, accrued, incurred, granted, fixed, acquired, existing or pending by or under any of the said provisions before the commencement of this Part.
Credit Societies Act 1986, No. 19 371 PART XIV-TRANSITIONAL 247. Application of Divisions 3 and 4 of Part V-Transitional. (1) Divisions 3 and 4 of Part V do not apply, in relation to a credit society, or an association, that immediately before the commencement of this Part was registered as a society under The Co-operative and Other Societies Act of 1967, to or in respect of the financial year of the credit society or association that began before the commencement of this Part and ends after that commencement. (2) To the extent to which, by virtue of subsection (1), Divisions 3 and 4 of Part V do not apply, in relation to a credit society or association , to or in respect of the financial year of the credit society or association that began before the commencement of this Part and ends after that commencement, the provisions (if any) of The Co- operative and Other Societies Act of 1967 relating to matters in respect of which provision is made by or under Divisions 3 and 4 of Part V continue to apply as if this Act has not been enacted. 248. Acts of Registrar - Transitional . All acts, matters and things of a continuing nature done or commenced before the commencement of this Part by, on behalf of, or in relation to the Registrar under The Co-operative and Other Societies Act of 1967 to or in respect of a credit union or a federation or league of credit unions to which section 19 relates shall not be affected and shall, under and subject to this Act, continue to have the same status , operation and effect as they would have had if this Act had not been enacted. 249. Transitional-winding up . The provisions of this Act with respect to winding up or dissolution shall not apply to any credit society or association in respect of which the winding up or the procedure leading to dissolution has commenced before the commencement of this Part, but every such credit society or association shall be wound up or may be dissolved in the same manner and with the same incidents as if this Act had not been passed and for the purposes of the winding up or dissolution the Act or Acts or other laws under which the winding up or the procedure leading to dissolution commenced shall be deemed to remain as in force immediately prior to the commencement of this Part. 250. Registrar to act as representative of all credit societies, etc. Any power under section 460 of the Companies (Queensland) Code which by virtue of Part VIII of The Co-operative and Other Societies Act of 1967 the Registrar under that Act could have exercised before the commencement of this Part as representing a dissolved credit union or federation or league of credit unions or its liquidator may be exercised by the Registrar under this Act as representing that credit union or federation or league or liquidator notwithstanding that that credit union, federation or league had ceased to exist before the commencement of this Part.
372 Credit Societies Act 1986, No. 19 SCHEDULE [s. 20] (a) The name of the registered body and the location of its first registered office. (b) The objects of the registered body. (c) The powers of the registered body, in particular and without affecting the generality of this clause- (i) the powers to borrow money; (ii) the powers to raise money on deposit and the manner in which the board may regulate the withdrawal of such deposits, and any limitation on any of the powers of the registered body. (d) The manner in which investments may be made. (e) The manner in which the funds of the registered body are to be managed and in particular the mode of drawing and signing drafts, bills of exchange, cheques and other negotiable instruments for and on behalf of the registered body. (f) The manner in which any gain or surplus which may result from the transactions of the registered body is to be distributed among members. (g) The number of directors, the qualification of directors and the manner of electing, appointing, remunerating and removing directors and filling a vacancy. (h) The powers and duties of the board, the requisite notice of meetings and the quorum for meetings. (i) The intervals between general meetings of the registered body, the manner of calling general and special meetings, the requisite notices of meetings and the quorum for meetings of the registered body. (j) The procedures for the conduct of meetings of the registered body including the rights of members in voting at meetings, the manner of voting and the majority necessary for carrying resolutions. (k) The frequency at which the accounts of the registered body are to be audited. (1) The manner of appointing, remunerating and removing auditors, the powers and duties of auditors, and in particular their powers and duties with respect to the inspection of securities belonging to the registered body. (m) The manner of appointing, remunerating and removing officers (other than directors) and the powers and functions of such officers. (n) The manner of altering or rescinding the rules and of making additional rules. (o) The device, custody and use of the seal of the registered body. (p) The manner in which the registered body may be wound up.
Credit Societies Act 1986, No. 19 373 (q) The conditions of admission to membership. (r) The manner in which a dispute between a member, in his capacity as a member, and a registered body shall be settled. (s) The custody of .documents of title and securities belonging to the registered body. (t) In the case of a credit society the fines that may be imposed on members of the credit society.
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Credit Societies Act 1986 (Qld)
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