Primary Producers' Co-Operative Associations Act 1923 (Qld)

Queensland PRIMARY PRODUCERS’ COOPERATIVE ASSOCIATIONS ACT 1923 Reprinted as in force on 18 December 1996 (includes amendments up to Act No. 56 of 1996) Reprint No. 2A This reprint is prepared by the Office of the Queensland Parliamentary Counsel Warning—This reprint is not an authorised copy

Information about this reprint This Act is reprinted as at 18 December 1996. The reprint shows the law as amended by all amendments that commenced on or before that day (Reprints Act 1992 s 5(c)). The reprint includes a reference to the law by which each amendment was made—see list of legislation and list of annotations in endnotes. This page is specific to this reprint. See previous reprints for information about earlier changes made under the ReprintsAct1992. A table of earlier reprints is included in the endnotes. Also see endnotes for information about— • when provisions commenced • editorial changes made in earlier reprints.

Queensland PRIMARY PRODUCERS’ COOPERATIVE ASSOCIATIONS ACT 1923 TABLE OF PROVISIONS Section Page PART 1—PRELIMINARY 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 3A Meaning of special resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3B Board under the Primary Producers’ Organisation and MarketingAct 1926 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 PART 2—FORMATION AND REGISTRATION OF ASSOCIATIONS Division 1—The registrar 4 Registrar of Primary Producers’ Cooperative Associations . . . . . . . . . . . . . 8 4A Appointment of deputy registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 4AA Delegation by registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Division 2—Formation of associations 5 Formation of associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Division 3—Objects 6 Objects of associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Division 4—Registration 7 Classes of associations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 8 Preliminary procedure prior to obtaining registration . . . . . . . . . . . . . . . . . . 11 9 Application for registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 10 Registration of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 11 Incorporation of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

2 Primary Producers’ Cooperative Associations Act 1923 12 Name of association and change of name . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 12A Change of objects of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 PART 3—RULES OF ASSOCIATIONS Division 1—Model rules 13 Model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 14 Association may adopt model rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Division 2—Rules of associations and amendment of rules 15 Provisions as to rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 16 Amendment of rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 17 When registrar may refuse to register rules . . . . . . . . . . . . . . . . . . . . . . . . . . 22 18 Rules etc. to be recorded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 PART 4—PRIMARY PRODUCERS’ COOPERATIVE FEDERATIONS 19 Formation of primary producers’ cooperative federations . . . . . . . . . . . . . . 23 19A Federation involving foreign association . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 19B Admission of new members into federation . . . . . . . . . . . . . . . . . . . . . . . . . . 25 20 Provisions applying to association apply to primary producers’ cooperative federations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 PART 4A—AMALGAMATION WITH FOREIGN ASSOCIATION 20A Amalgamation with foreign association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 20B Registration of amalgamated association in Queensland . . . . . . . . . . . . . . . 28 20C Registration of amalgamated association under declared law . . . . . . . . . . . 30 20D Vesting of assets and liabilities in amalgamated body . . . . . . . . . . . . . . . . 30 20E Meaning of terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 PART 5—MISCELLANEOUS Division 1—Rules for associations 21 Business, proceedings and property of associations . . . . . . . . . . . . . . . . . . . 33 Division 2—Cooperative companies 22 Provisions as to cooperative companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 23 Restriction on operations of unregistered associations etc. . . . . . . . . . . . . . 35 24 Provisions as to certain existing societies and companies . . . . . . . . . . . . . . 36 24A Association may refuse to take cognisance of certain orders . . . . . . . . . . . 37

3 Primary Producers’ Cooperative Associations Act 1923 25 Exemption of societies registered under the Cooperative andOther Societies Act 1967 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 25A Conversion of association into company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 25B Power to fix maximum rate of dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 25C Conversion of society or company into association . . . . . . . . . . . . . . . . . . . 41 25D Amalgamation of societies and associations . . . . . . . . . . . . . . . . . . . . . . . . . 43 25E Vesting of property and preservation of rights etc. . . . . . . . . . . . . . . . . . . . . 46 PART 6—REGISTRATION OF SECURITIES 27 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 28 Registration of securities given by an association . . . . . . . . . . . . . . . . . . . . 49 30 Recovery of penalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 32 Certificate of registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 32A Protection from liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 33 Regulation making power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 34 References to Primary Producers’ Cooperative Associations Act 1923 . . . 53 35 Approval of forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 39 References to model rules and rules governing the business, proceedings and property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 ENDNOTES 1 Index to endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . 54 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 5 Tables in earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 6 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 7 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

s1 5 s3 Primary Producers’ Cooperative Associations Act 1923 PRIMARY PRODUCERS’ COOPERATIVE ASSOCIATIONS ACT 1923 [as amended by all amendments that commenced on or before 18 December 1996] An Act to provide for the formation, registration, and management of primary producers’ cooperative associations, and for other purposes incidental thereto PART 1—PRELIMINARY ˙ Short title 1. This Act may be cited as the Primary Producers’ Cooperative Associations Act 1923 . ˙ Definitions 3. In this Act— “amendment of rule” includes any alteration of or addition to a rule and a new rule, and a resolution rescinding a rule. “association” means a primary producers’ cooperative association registered under this Act. “declared law” means a law of another State or of a Territory declared under a regulation to be a declared law for this Act. “deputy registrar” means the deputy registrar of primary producers’ cooperative associations appointed under this Act. “directors” , in relation to an association, a foreign association or a federation, means the directors thereof or the members of the committee of management or direction or other governing body.

s3 6 s3 Primary Producers’ Cooperative Associations Act 1923 “existing primary producers’ association” means any association of primary producers in existence at the commencement of this Act which is declared by the Minister to be an existing primary producers’ association. “federation” means a primary producers’ cooperative federation registered under this Act. “foreign association” means an association, society or organisation formed and registered under a declared law of another State or of a Territory. “loan” means any amount raised or borrowed in the form of loan repayable on a fixed date or by instalments or by way of overdraft or on cash credit account. “meeting” includes, when the rules so allow, a meeting of delegates appointed by members. “model rules” means the model rules prescribed under a regulation. “office” means the registered office for the time being of an association. “officer” in relation to an association, a foreign association or federation, extends to a trustee, treasurer, secretary, director, manager, or servant, other than a servant appointed by the directors. “persons claiming through a member” includes the executors, administrators, and assigns of a member, and also the member’s nominees where nomination is allowed. “primary produce” includes fish. “primary producer” means every person, not being a person engaged in primary production as an employee on wages or piecework rates, engaged in the occupation of— (a) dairy farmer; or (b) wheat, maize, or cereal grower; or (c) cane grower; or (d) fruit grower; or (e) grazier; or

s 3A 7 s 3B Primary Producers’ Cooperative Associations Act 1923 (f) farmer, whether engaged in general or mixed farming, cotton, potato, or vegetable growing, or poultry or pig raising; or (g) fisher, if the person holds a licence of the following type under the Fisheries Act 1994 — (i) aquaculture licence; (ii) commercial fisher licence; (iii) primary commercial fishing boat licence; or (h) anyone else (other than a person engaged in primary production as an employee on wages or piecework rates) declared under a regulation to be a primary producer for this Act. “registrar” means the Registrar of Primary Producers’ Cooperative Associations. ˙ Meaning of special resolution 3A. For the purposes of this Act, a special resolution, in relation to an association or federation, means a resolution passed by a majority of not less than three-quarters of such members thereof for the time being entitled to vote as have voted, in person or where the rules so provide by proxy, at a general meeting of which notice specifying the intention to propose the resolution has been duly given. ˙ Board under the Primary Producers’ Organisation and Marketing Act 1926 3B. For the purposes of this Act, a board constituted under the PrimaryProducers’ Organisation and Marketing Act 1926 may be a member of an association.

s4 8 s5 Primary Producers’ Cooperative Associations Act 1923 PART 2—FORMATION AND REGISTRATION OF ASSOCIATIONS Division 1—The registrar ˙ Registrar of Primary Producers’ Cooperative Associations 4.(1) The Governor in Council may appoint a Registrar of Primary Producers’ Cooperative Associations. (2) The registrar must keep a register of associations (including primary producers’ cooperative associations and primary producers’ cooperative federations) and perform all other functions required under this Act. ˙ Appointment of deputy registrar 4A.(1) The Governor in Council may appoint a deputy registrar under this Act. (2) The deputy registrar may exercise the functions of the registrar under this Act. ˙ Delegation by registrar 4AA. The registrar may delegate the registrar’s powers under this Act to an appropriately qualified officer or employee of the department. Division 2—Formation of associations ˙ Formation of associations 5. Subject to this Act— (a) any 7 or more individual primary producers; or (b) subject to the approval of the registrar— (i) any 1 or more local producers’ associations constituted

s6 9 s6 Primary Producers’ Cooperative Associations Act 1923 under the Primary Producers’ Organisation Act 1922 ; or (ii) any 1 or more existing primary producers’ associations; may form a primary producers’ cooperative association. Division 3—Objects ˙ Objects of associations 6.(1) A primary producers’ cooperative association may be formed for all or any of the following objects, that is to say— (a) to sell and dispose of the primary produce of its members in the most profitable manner, or to arrange for the carriage or transportation to markets or otherwise of such produce; (b) to make from time to time, with its members, contracts requiring members to sell, for any specified period of time, all or any specified part of their primary produce exclusively to or through the association; (c) to manufacture or treat the primary produce of its members, and to dispose of the produce so manufactured or treated, or partly manufactured or treated, in the most profitable manner; (d) to manufacture, purchase, or hire, or otherwise acquire on behalf of its members and to supply to its members or to work, use, or control on their behalf, agricultural, fishing and dairying implements and machinery, livestock, breeding stock, feeding stuffs, seeds, fruit trees, fertilisers, and other farming and fishing requisites; (e) to provide by purchase, hire, construction, or otherwise storage and cold storage for the primary produce, and articles prepared or manufactured therefrom, of its members; (f) to commence, acquire, and carry on supply stores under a cooperative system for disposing of and supplying primary produce and articles prepared or manufactured therefrom;

s 6 10 s 6 Primary Producers’ Cooperative Associations Act 1923 (g) to commence and carry on orchard spraying or cleansing, fruit packing, ploughing, harvesting, and other farming and fishing operations for its members under a cooperative system; (h) to engage persons to carry out any of its objects, and to give instruction and advice to its members on farming and fishing operations; (i) to acquire and distribute information as to the best manner of carrying on farming and fishing operations profitably; (j) to acquire and distribute information on the markets of the world and on cooperation generally; (k) to acquire by lease, purchase, or donation, and to hold and use, any property for the better carrying out of any of its objects; (l) to raise money on loan from the Governor in Council, the Treasurer, the Corporation of the Agricultural Bank, or any bank or financial institution or person, for any of its lawful objects, and for that purpose to mortgage or assign property of the association (including contracts with its members for the supply, marketing, or disposal of their primary produce and articles prepared or manufactured therefrom, or any other purpose); (m) to become a member of any primary producers’ cooperative federation formed under this Act; (n) to acquire and purchase any real or personal property for cash, on terms, or entirely on credit, and to secure the purchase money by mortgage, mortgage debenture, bill of sale, stock mortgage, lien, or charge of, on, or over the property so purchased or any portion thereof, and of, on, or over any other assets of the association, including its book debts and uncalled capital (if any); (o) to carry out any other objects, whether of the same or of a different kind, approved by regulation; (p) to do all such other things as are incidental or conducive to the successful attainment of any of its objects. (2) All the objects mentioned in subsection (1) and each of them shall be and be deemed to be a lawful object, notwithstanding that the giving effect thereto might otherwise be held to be in restraint of trade or detrimental to

s 7 11 s 8 Primary Producers’ Cooperative Associations Act 1923 the interests of the association or its members or any of them, or of other persons, or unreasonable or unnecessary for the protection of any association or the members or any members thereof or any other persons. (3) For the purpose of the objects mentioned in subsection (1), unless otherwise provided in the rules, the expression “to sell and dispose of” , used in relation to primary produce, and the expression “to manufacture, purchase, or hire, or otherwise acquire” , used in relation to the things mentioned in subsection (1)(d), shall and each of them shall include receiving and storing, establishing agencies within and outside this State, arranging freight and shipping, or arranging transport by land, entering into contracts and guaranteeing the performance of members’ obligations under contracts. (4) Whenever any of the objects of an association are such dealings as are described in the objects mentioned in subsection (1), similar dealings with other primary producers’ cooperative associations shall be deemed to be included among its lawful objects. Division 4—Registration ˙ Classes of associations 7. Subject to this Act, an association may be registered— (a) having a capital divided into shares and with limited liability; (b) without any share capital and with liability limited to the assets of the association; (c) without any share capital and with unlimited liability. ˙ Preliminary procedure prior to obtaining registration 8.(1) Subject to this Act, no primary producers’ cooperative association shall be registered unless— (a) there has first been held a meeting at which there has been present a number of persons competent under this Act to form such association; or

s 9 12 s 9 Primary Producers’ Cooperative Associations Act 1923 (b) in the case of a local producers’ association or associations or an existing primary producers’ association or associations—there has first been held a meeting or meetings of such association or associations at which there has been present 80% or upwards of the total members for the time being of such association or of each such association; and at which meeting or meetings there has been presented— (c) a written statement showing the objects of the proposed primary producers’ cooperative association, its business prospects, and facts and statistics calculated to show that when registered it will be able to carry out its objects successfully; (d) a copy of the rules which it is proposed to submit for registration; or, in the case of an existing primary producers’ association, a copy of its rules for the time being, with all proposed amendments necessary for rendering such rules conformable with this Act. (2) If after consideration of such statement and such regulations such a number of qualified persons as is competent under this Act to form a primary producers’ cooperative association or, in the case of a local producers’ association or associations, or existing primary producers’ association or associations, if 80% or upwards of the total members for the time being of such association or of each such association sign an application for membership in the proposed primary producers’ cooperative association, the persons present at any such meeting shall proceed to choose the first directors of such proposed association as hereinafter provided. ˙ Application for registration 9.(1) Within 2 months after the meeting or the last of the meetings at which an agreement for the formation of any primary producers’ cooperative association has been made, application shall be made to the registrar, in the approved form, for the registration of such association under this Act. (2) The said application shall be accompanied by the following documents—

s 10 13 s 10 Primary Producers’ Cooperative Associations Act 1923 (a) a statutory declaration, made by the persons who acted as chairperson and secretary respectively at the meeting or meetings at which the formation of the association was agreed to, of compliance with all the requirements of this Act in respect of matters precedent to the registration of the association and incidental thereto, which declaration may be accepted by the registrar as sufficient evidence of such compliance; (b) a copy of the statement referred to in section 8(1)(c); (c) 2 copies of the proposed rules signed by not less than 7, or in the case of 1 or more local producers’ associations or existing primary producers’ associations agreeing to form the association, signed by the chairperson and secretary of such association or of each such association, each of whose signatures shall be attested at least by 1 witness; (d) a statement whether the association is to be registered with a capital divided into shares and with limited liability, or without share capital and with liability limited to the assets of the association, or without share capital and with unlimited liability. (3) In the event of the noncompliance with subsections (1) and (2) every director and every officer of the proposed association (if the director or officer has consented to act as such director or officer) shall be guilty of an offence against this Act. Maximum penalty for subsection (3)—1 penalty unit for each day the offence continues. ˙ Registration of association 10.(1A) The registrar, upon being satisfied that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this or any other Act, and that all other provisions of this Act in respect of registration have been complied with, shall register— (a) the association and issue to it a certificate of registration in form prescribed; and (b) the rules, and file 1 duplicate in the registry and return the other with the date of registration endorsed thereon to the association.

s 11 14 s 12 Primary Producers’ Cooperative Associations Act 1923 (2) The certificate of registration shall be conclusive evidence that the association therein mentioned is duly registered, unless it is proved that the registration of the association has been suspended, annulled, or cancelled. (3) Upon receipt of such certificate of registration such association shall be deemed for all purposes to be a primary producers’ cooperative association under this Act, and shall thereupon be entitled to commence operations as such. (3A) However, the registrar may cancel the registration if the registrar has proof that it was obtained by fraud. (3B) A local producers’ association or associations becoming a primary producers’ cooperative association shall continue to be a local producers association or associations under the PrimaryProducers’OrganisationandMarketingAct1926 ; and shall continue to be an association or associations under this Act until dissolved under the provisions of this Act, notwithstanding that it or they may have ceased to be a local producers’ association or associations. (4) An acknowledgment of registry issued pursuant to this section before the commencement of the Primary Producers’ Co-operative AssociationsAct Amendment Act 1978 shall be deemed to be a certificate of registration. ˙ Incorporation of association 11.(1) The registration of an association shall render it a body corporate by the registered name described in the acknowledgment of registry, by which it may sue and be sued, with perpetual succession and a common seal, and with limited liability or unlimited liability, in accordance with the application for registration. (2) An association registered with limited liability shall always have as part of and the end of its registered name the word limited. ˙ Name of association and change of name 12.(1) An association may not be registered by a name identical with that by which an association is already registered, or so nearly resembling that name as in the opinion of the registrar to be calculated to deceive.

s 12A 15 Primary Producers’ Cooperative Associations Act 1923 s 12A (1A) If an association through inadvertence or otherwise is registered by a name identical with that by which an association is already registered, or so nearly resembling it as in the opinion of the registrar is calculated to deceive, the association may, with the sanction of the registrar, and shall, if the registrar so directs, change its name. (2) Any association may, by special resolution, and with the approval in writing of the registrar, change its name. (3) Where an association changes its name, the registrar shall enter the new name on the register in place of the former name and shall issue a certificate of registration altered to meet the circumstances of the case. (4) The change of name shall not affect any rights or obligations of the association, or of any member, or render defective any legal proceedings by or against the association, 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. ˙ Change of objects of association 12A.(1) An association that is registered for an object stated in section 6(1) may become registered for an additional object stated in section 6(1) by using the following procedure. (2) The association must adopt the additional object by special resolution. (3) The special resolution must set out the additional object. (4) The association must send to the registrar a copy of the special resolution— (a) certified by the association’s secretary as a correct copy of the resolution; and (b) sealed with the association’s official seal. (5) The registrar may approve the adoption of the additional object if the registrar considers— (a) the adoption of the additional object would enable the association to— (i) carry on its business more efficiently; and

s 13 16 s 14 Primary Producers’ Cooperative Associations Act 1923 (ii) achieve the main purposes for which the association was formed; and (b) the interests of the association’s creditors and debenture holders are protected. (6) The registrar’s approval must be gazetted. (7) After gazettal, the association must register the special resolution. (8) On registration, the additional object set out in the special resolution is an object of the association. PART 3—RULES OF ASSOCIATIONS Division 1—Model rules ˙ Model rules 13.(1) The Governor in Council may by regulation make model rules of an association under this Act. (2) However, no amendment of the model rules applies to an association which has adopted the model rules prior to the commencement of the amendment unless the amendment is adopted by the association in general meeting by special resolution in accordance with this Act. ˙ Association may adopt model rules 14.(1) Any primary producers’ cooperative association which it is proposed to register under this Act may adopt as its rules all or any of the model rules. (2) The registrar may cause sets of the model rules to be printed, containing in each case such of the model rules as are appropriate to a particular class of association, and an association may adopt wholly or in part such set of the model rules as is appropriate to its circumstances.

s 15 17 s 15 Primary Producers’ Cooperative Associations Act 1923 (3) Upon the registration of an association under this Act, in so far as any rules submitted for registration and registered are not inconsistent with or do not exclude or modify the model rules, the model rules shall be deemed to form the rules or part of the rules of that association in the same manner and to the same extent as if they were contained in the rules so submitted and registered. Division 2—Rules of associations and amendment of rules ˙ Provisions as to rules 15.(1) This section shall apply to rules submitted with every application for registration of a primary producers’ cooperative association. (1A) The rules shall be divided into paragraphs, numbered consecutively, and shall set forth inter alia— (a) the proposed name of the association, with the words cooperative association [or federation] as part of its name; and, if the liability of the association is limited, with the additional word limited as part of and the end of its name; (b) where the registered office of the association is to be situated; (c) the objects of the association; (d) the period (if any) for which the association is to be established; (e) whether the liability of members is limited or limited to the assets of the association or is unlimited; (f) the manner in which the capital (if any) of the association is to be or the funds of the association are to be raised or procured; (g) the manner in which the gain or surplus which may result from the transactions of the association shall be distributed amongst members; (h) the mode and conditions of admission to membership; (i) the circumstances permitting of resignation; (j) the circumstances justifying expulsion of members and the

s 15 18 s 15 Primary Producers’ Cooperative Associations Act 1923 manner in which such expulsion shall be effected; (k) the rights and liabilities of members, resigned members, expelled members, members who cease to be suppliers or customers, persons who cease to be eligible for membership, estates of deceased members, and members whose estates have been assigned; (l) whether such rights or liabilities are to exist as between the association and themselves, or as between each other; (m) the method of determining the value of the interest of persons who for any cause have ceased to be members, and provisions for the acquirement of such interest by the association; (n) the nature of contracts and obligations which members may be called upon to enter into with the association, and the continuance, wholly or in part, or cesser of such contracts and obligations as between the association and any member thereof upon the member ceasing from any cause to be a member; (o) the number of directors of the association; the powers and duties of directors and other officers; (p) the interval between the holding of general meetings of the association; (q) the requisite notices and procedure at meetings (including all rights of members in voting thereat providing that each member shall have only 1 vote, the manner of voting, the allowance (if any) of proxy voting, and the majority necessary for carrying any particular class of resolution); (r) the mode of managing the funds of the association and of keeping of the registers of members; (s) the settlement by arbitration or by the Minister or some person appointed by the Minister in that behalf by signed writing of disputes arising between members or between the association and any members, resigned members, expelled members, or persons claiming through any deceased member; (t) the manner in which the issue and transfer of shares (if any) in the association shall be controlled;

s 15 19 s 15 Primary Producers’ Cooperative Associations Act 1923 (ta) the manner in which payment of such shares shall be made; (tb) the nominal value of each share (if any) in the association; (tc) the amount of the contingent liability (if any) attaching to shares; (u) the maximum rate per cent that may be paid to members of the association as dividend in respect of the shares held by them, not exceeding a rate per cent per annum equivalent to the Commonwealth loan interest plus 2% per annum calculated on the amount paid on the shares, or such other rate per cent as is fixed under a regulation. (1B) A rate fixed at any time pursuant to subsection (1A)(u) that is less than the rate subsisting immediately prior to that time does not apply to an association in existence at that time. (1C) In subsection (1A)(u)— “Commonwealth loan interest” means the highest annual rate of interest per annum payable in respect of the issue next preceding the determination of the amount of the dividend of a cash or conversion loan issued by the Commonwealth. (2) Such rules may provide for the imposition of fines on members guilty of a breach of the rules or any contract with the association, but shall provide that no such fine shall be imposed upon any member until written notice of intention to impose the fine and the reason therefor has been transmitted to the member and the member has had the opportunity of appearing before the directors in person, with or without witnesses, or of sending to them a written statement signed by himself or herself and others for the purpose of showing cause against the imposition of a fine. (3) Such rules or any schedule thereto may set forth the form of any instrument necessary for carrying the purposes of the association into effect. (4) Such rules may provide that the directors shall be elected on the zone or ward system, or to represent different commodities dealt in, in which case there shall be specified the number of directors to be elected by each zone or ward or to represent each commodity, and the method of altering zones or wards or the representation of commodities. (5) Such rules (and any contracts provided for by the same) may fix as liquidated damages specified sums to be paid by members to the

s 15 20 s 15 Primary Producers’ Cooperative Associations Act 1923 association upon breach of any provision of contracts either regarding sale and delivery or withholding of produce or purchase or receipt of supplies, and may further provide that the member shall pay all costs, premiums for bonds, expenses, and fees in case any action is brought upon any contract by the association. (5A) In the event of any breach or threatened breach of contract by members, the association shall be entitled to an injunction to prevent such threatened breach or further breach of contract and to an order for specific performance thereof, and pending final determination of the matter to such interim orders as are appropriate in the case. (6) In the case of an association having a capital divided into shares, such rules may provide that it shall be obligatory upon members to subscribe capital proportionate to the use made of the association, and that the shareholding shall be kept progressively proportionate to that use; and in such case the rules shall specify how such obligation shall be fulfilled and shareholding kept progressively proportionate. (7) Such rules may prohibit the transfer of the ordinary shares of the association to persons not engaged in the production of a specified class of primary produce. (8) Such rules may provide that shares may be held jointly and, if they so provide— (a) they may also provide— (i) for 1 of the joint shareholders to be registered as the senior member; and (ii) for the vote of the senior member to be counted to the exclusion of the votes of the other joint shareholders; and (b) they may also provide for a minimum shareholding equivalent to the minimum applicable to an individual shareholder multiplied by the number of joint shareholders. (9) Such rules may provide for the raising of loans from any person (whether a member of the association or not) by means of the issue of debentures and for the time within which and mode by which such debentures shall be redeemed.

s 16 21 s 16 Primary Producers’ Cooperative Associations Act 1923 (10) Such rules may provide for the acquirement by the association of shares or interests in any other organisation or association having like objects in Australia or elsewhere. (11) An association may by its rules prohibit its directors from selling or otherwise disposing of or its members by resolution, whether an ordinary or a special resolution, from authorising, justifying or excusing the sale or disposal otherwise of (except, in the case of either the directors or members, in respect of amalgamation with another association) its business or any part, of or exceeding in value an amount specified in the rules, of its business or any of its assets of or exceeding in value an amount specified in the rules (but not including any primary produce or other thing ordinarily sold or otherwise disposed of by the association in the course of its business) unless and until its members have by postal ballot approved of such sale or disposal. (12) The rules may provide for, regulate and control the holding of such a postal ballot, and may require the approval of the members to be given by a specified majority, greater than a simple majority, of the members voting, or by not less than a specified number of votes, but unless the rules otherwise require the decision shall be by simple majority of the members voting. ˙ Amendment of rules 16.(1) The rules of an association may be amended by, subject to the power of the association to make rules, adding thereto any fresh rule or revoking, amending, altering or otherwise modifying any subsisting rule. (2) Paragraphs (a) to (e) shall be applicable to any such amendment and shall be observed— (a) an amendment of a rule shall not be valid until the same has been registered under this Act; (b) no amendment shall be made unless the amendment has been approved by a special resolution; (c) however, any amendment lessening the period of establishment of an association shall require the approval of not less than two-thirds of the total number of members of the association;

s 17 22 s 17 Primary Producers’ Cooperative Associations Act 1923 (d) every amendment so made shall, within 2 months thereafter, be submitted to the registrar for registration, who shall on being satisfied that the amendment is not contrary to the provisions of this or any other Act, register the same, and issue to the association a certificate of registration of the same in the prescribed form, which shall be conclusive evidence that the same is duly registered. Thereupon the rules of the association as originally registered shall be read subject to the amendment. (e) every application for the registration of an amendment shall be accompanied by the following— (i) a statutory declaration made by the chairperson or vice-chairperson and by the secretary of the association of compliance with all the requirements of this Act in respect of matters precedent to the registration of an amendment and incidental thereto, which declaration may be accepted by the registrar as sufficient evidence of compliance; (ii) 2 copies of the proposed amendment, signed by not less than 7 members, each of whose signatures shall be attested by at least 1 witness. ˙ When registrar may refuse to register rules 17.(1) The registrar may refuse registration of any rule or amendment of rules which, in the registrar’s opinion— (a) would adversely affect the financial position of an association to the extent of unduly reducing the assets; or (b) imposes any unreasonable condition affecting the rights of members or inequitable provision relating to the settlement of disputes or the terms of secession of members. (2) The registrar may require the revision or amendment of any rule or rules, whether registered or submitted for registration, containing any such provisions.

s 18 23 s 19 Primary Producers’ Cooperative Associations Act 1923 ˙ Rules etc. to be recorded 18.(1) All rules or amendments of rules forwarded to the registrar in pursuance of this Act, and all documents by this Act required to be sent to the registrar, shall be deposited with the rules of the association to which the same respectively relate, and shall be registered or recorded by the registrar with such observations thereon (if any) as the registrar thinks fit. Special resolutions to be registered (2) A copy of every special resolution for any of the purposes of this Act, signed by the chairperson of the meeting and countersigned by the secretary, shall be sent to the registrar’s office and registered there. (3) Until such copy is so registered, such special resolution shall not take effect. PART 4—PRIMARY PRODUCERS’ COOPERATIVE FEDERATIONS ˙ Formation of primary producers’ cooperative federations 19.(1) Subject to this Act, any number of associations may jointly form and be registered as a primary producers’ cooperative federation. (2) Subject to this Act, such federation may be formed for all or any of the objects for which a primary producers’ cooperative association may be formed, as hereinbefore set forth. (2A) However, the objects of such a federation may include the combining with any body or person in any joint operations for the supply or sale of primary produce or the purchase of farming or fishing requirements on behalf of its members, and for that purpose the acquirement of shares or other interests in any such body. (3) Whenever any of the objects of such a federation are such dealings as are described in this section, similar dealings with other such federations shall be deemed to be included among its lawful objects.

s 19A 24 Primary Producers’ Cooperative Associations Act 1923 s 19A ˙ Federation involving foreign association 19A.(1) Subject to this Act, the provisions of section 19 apply in relation to the joint formation and registration of a primary producers’ cooperative federation by an association and a foreign association. (2) An association and a foreign association seeking to register a federation shall make a joint application to the registrar in the approved form. (2A) The application shall be made for and on behalf of each such applicant under its common seal, or if an applicant does not have a common seal, under the signatures of at least 2 of its directors. (3) An application under subsection (2) shall be accompanied by— (a) particulars of the registration under this Act or under a declared law of each applicant; (b) a copy of the certificate of registration or similar document of the foreign association issued by the public officer responsible for issuing such documents under the laws of the State or Territory where the foreign association was formed and registered, certified to the satisfaction of the registrar; (c) a copy of the rules of the foreign association; (d) statutory declarations made by the chairperson and the secretary of the foreign association (or such other officers of the foreign association as the registrar approves) verifying that the foreign association is a bona fide cooperative association, society or organisation of primary producers; (e) a statement of the objects of the proposed federation; (f) 2 copies of the proposed rules of the proposed federation; (g) a statement as to whether the proposed federation is to be registered with a capital divided into shares and with limited liability of its members, or without share capital and with the liability of its members limited to the assets of the proposed federation, or without share capital and with unlimited liability of its members; (h) any other statements or documents required by the registrar;

s 19B 25 Primary Producers’ Cooperative Associations Act 1923 s 19B (i) the prescribed fee. (4) The provisions of sections 8 and 9 shall not apply in relation to the registration of a federation pursuant to an application made under this section. (5) Upon registration of a federation pursuant to section 10, the registrar shall note on the register the members of the federation. (6) A body shall not be qualified to be registered as a federation upon an application made under this section, and a body registered as a federation upon an application made under this section shall not be qualified to continue to be registered as a federation, unless an association is a voting member of the federation. (7) If a federation formed and registered upon an application made under this section ceases to have an association as a voting member, it shall forthwith give notice thereof to the registrar as prescribed. (7A) If the federation fails to comply with subsection (7), it and each of its directors shall commit an offence against this Act— Maximum penalty—100 penalty units. (8) If a federation formed and registered upon an application made under this section is not qualified to be registered as such, without limiting the effect of any other provision of this Act authorising the dissolution of a federation, or the cancellation of its registration, the Supreme Court or a judge thereof upon the application of the registrar shall order the winding up of the federation. (9) The Corporations Law applies to a winding up under subsection (8) as if the federation were a company within the meaning of that law and with such modifications as are prescribed under a regulation. ˙ Admission of new members into federation 19B.(1) Subject to this Act, an association or foreign association may become a member of an existing federation that has been formed and registered upon an application made under section 19A. (2) For the purpose of admitting an association or foreign association as a member of a federation referred to in subsection (1), the federation shall at

s 20 26 s 20 Primary Producers’ Cooperative Associations Act 1923 any meeting thereof, pass a resolution upon the unanimous vote of its members that an application for the purpose shall be made to the registrar. (3) If a resolution such as is referred to in subsection (2) is passed, the federation shall make an application to the registrar in the approved form for the admission of the association or foreign association as a member. (4) An application under subsection (3) shall be accompanied by— (a) in a case where the proposed member is an association—particulars of its registration under this Act; (b) in a case where the proposed member is a foreign association— (i) particulars of its registration under a declared law; (ii) a copy of the certificate of registration or similar document of the foreign association issued by the public officer responsible for issuing such documents under the laws of the State or Territory where the foreign association was formed and registered, certified to the satisfaction of the registrar; (iii) a copy of the rules of the foreign association; (iv) statutory declarations made by the chairperson and the secretary of the foreign association (or such other officers of the foreign association as the registrar approves) verifying that the foreign association is a bona fide cooperative association, society or organisation of primary producers; (c) any other statements or documents required by the registrar. (7) The registrar, upon being satisfied that the provisions of this Act or any other Act relating to the registration have been complied with, shall register the association or foreign association as a member and thereupon it shall become and be a member of the federation. ˙ Provisions applying to association apply to primary producers’ cooperative federations 20.(1) Subject to this Act and any modification of it prescribed under a regulation to meet special circumstances, a provision of this Act applying to a primary producers’ cooperative association also applies to a primary

s 20A 27 Primary Producers’ Cooperative Associations Act 1923 s 20A producers cooperative federation, its formation and registration. (2) However, in the case of a primary producers’ cooperative federation, rules and also any amendments of rules submitted for registration shall be signed by the duly authorised representatives of at least 2 members of such federation. PART 4A—AMALGAMATION WITH FOREIGN ASSOCIATION ˙ Amalgamation with foreign association 20A.(1) If— (a) an association by special resolution resolves to amalgamate with a foreign association; (b) the foreign association is registered pursuant to a declared law; (c) the foreign association has resolved in accordance with the declared law to amalgamate with the association; the association may within 2 months of passing the special resolution apply to the registrar for approval in writing to proceed with the proposed amalgamation. (2) An application for the registrar’s approval must— (a) be signed by the chairperson and secretary of the association; and (b) state the names of the association and the foreign association which proposed to amalgamate; and (c) identify the declared law under which the foreign association is registered; and (d) identify the law under which it is proposed that the proposed amalgamated association be registered; and (e) include a statement of the expected benefits of the proposed amalgamation for the members of the association.

s 20B 28 Primary Producers’ Cooperative Associations Act 1923 s 20B (3) The registrar may specify in writing further information to be furnished to the Minister prior to a determination being made. (4) The registrar may, subject to such conditions as may be specified, give the registrar’s approval in writing for the proposed amalgamation to proceed if the registrar is satisfied that— (a) the declared law— (i) permits the amalgamation of the association and the foreign association; and (ii) permits the members of the association and the foreign association to determine whether the proposed amalgamated association is to be registered under this Act or the declared law; and (iii) provides adequately for the matters prescribed in section 20D or so many of them as are, in the Minister’s opinion, sufficient; and (b) the foreign association has complied with the provisions of the declared law with respect to the proposed amalgamation; and (c) the foreign association is a cooperative association, society or organisation of primary producers; and (d) the proposed amalgamation is in the interests of members of the association. (5) Upon receipt of the registrar’s approval in writing the association and the foreign association may take such steps as are necessary under this Act and the declared law to complete the amalgamation. (6) If the registrar does not give approval, the association may not take any steps with respect to the proposed amalgamation. ˙ Registration of amalgamated association in Queensland 20B.(1) An application for registration under this Act as an amalgamated association must be made by the association and the foreign association jointly in the approved form to the registrar, and accompanied by— (a) a copy of the special resolution of the association;

s 20B 29 Primary Producers’ Cooperative Associations Act 1923 s 20B (b) particulars of the registration under this Act or under the declared law of each applicant; (c) a copy of the certificate of registration or similar document of the foreign association issued by the public officer responsible for issuing such documents under the declared law certified to the satisfaction of the registrar; (d) a copy of the rules of the foreign association; (e) statutory declarations made by the chairperson and the secretary of the foreign association (or such other officers of the foreign association as the registrar approves) verifying that the foreign association is a bona fide cooperative association, society or organisation of primary producers, and that the foreign association has complied with the declared law in relation to the proposed amalgamation; (f) a statement of the objects of the proposed amalgamated association; (g) 2 copies of the proposed rules of the amalgamated association; (h) a statement as to whether the proposed amalgamated association is to be registered with a capital divided into shares and with limited liability of its members or without share capital and with the liability of its members limited to the assets of the proposed amalgamated association or without share capital and with unlimited liability of its members; (i) a copy of the approval in writing of the registrar of the proposed amalgamation; (j) a request from the association and foreign association for registration of the proposed amalgamated association under this Act; (k) any other statements or documents required by the registrar; (l) the prescribed fee (if any). (2) If the registrar is satisfied that— (a) the association has complied with this Act and regulations and the rules of the association;

s 20C 30 Primary Producers’ Cooperative Associations Act 1923 s 20D (b) the foreign association has complied with the declared law including any rules, by-laws or other requirements regulating the internal conduct of the foreign association; (c) the proposed rules of the amalgamated association are in accordance with this Act; the registrar may register the amalgamated association and its rules under this Act. (3) Upon registration of the amalgamated association the registration of the association is cancelled and the amalgamated association is to be dealt with as if it were an association registered under this Act. ˙ Registration of amalgamated association under declared law 20C.(1) Subject to section 20A, if an application is to be made for registration of the proposed amalgamated association under a declared law, the chairperson and secretary of the association must— (a) upon making an application, notify the registrar of such application; and (b) immediately upon registration of the amalgamated association forward to the registrar a copy of the certificate or other instrument of registration of the amalgamated association certified by the public officer responsible for issuing such certificate under the declared law. (2) Upon receipt of the copy of the instrument referred to in subsection (1)(b), the registrar must cancel the registration of the association. (3) The registration of the association is deemed to have been cancelled upon receipt by the registrar of the copy of the instrument in accordance with subsection (1)(b). ˙ Vesting of assets and liabilities in amalgamated body 20D.(1) Upon registration of the amalgamated association under this Act or cancellation of registration of an association in accordance with section 20C—

s 20D 31 Primary Producers’ Cooperative Associations Act 1923 s 20D (a) all real and personal property, all right and interest in that property and all management and control of that property that immediately before registration belonged to the association and the foreign association vest in and belong to the amalgamated association; (b) all debts, moneys and claims, liquidated and unliquidated that immediately before registration of the amalgamated association were due or payable to or by or recoverable by the association and the foreign association are debts due and moneys payable to or by and recoverable by or against the amalgamated association; (c) all suits, actions and proceedings that are pending by or against the association or foreign association immediately prior to registration of the amalgamated association are, upon registration of the amalgamated association, suits, actions or proceedings pending by or against the amalgamated association; (d) all contracts, agreements, arrangements and undertakings entered into with and all securities lawfully given to or by the association or foreign association and in force immediately prior to registration of the amalgamated association are to be taken to be contracts, agreements, arrangements and undertakings entered into with and securities given to or by the amalgamated association; (e) the amalgamated association may in addition to pursuing any other remedies or exercising any other powers that may be available to it, pursue the same remedies for the recovery of moneys and claims referred to in this subsection and for the prosecution of suits, actions and proceedings so referred to as the association or foreign association might have done but for amalgamation under this Act or a declared law; (f) the amalgamated association may enforce and realise any security or charge existing immediately prior to the registration of the amalgamated association in favour of the association or foreign association, and may exercise any power conferred on the association or foreign association by the security or charge as if the security or charge were a security or charge in favour of the amalgamated association;

s 20E 32 Primary Producers’ Cooperative Associations Act 1923 s 20E (g) all liquidated and unliquidated claims for which the association and the foreign association would, but for registration of the amalgamated association, have been liable are liquidated and unliquidated claims for which the amalgamated association is liable; (h) the amalgamated association may in relation to any land of which the association or foreign association were immediately prior to the registration of the amalgamated association registered as the proprietor within the meaning of the Land Title Act 1994 execute any dealing within the meaning of that Act in relation to that land as if the amalgamated association were the registered proprietor and the registrar of titles or any other person required by any Act or law to make or enter any note or memorial on any instrument of title to land or register must, upon the request of the amalgamated association following its registration, make or enter such note or memorial on such instrument of title or register; (i) all rights, duties, liabilities and obligations held in or possessed by an association as a member of a primary producers’ cooperative federation become vested in the amalgamated association which shall, from that date, exercise all such rights, duties, liabilities and obligations as a member of such primary producers’ cooperative federation notwithstanding any contrary provision of this Act. (2) Subsection (1) applies to a foreign association or to an amalgamated association formed under the declared law to the extent that the declared law expressly or impliedly authorises. (3) No fee or charge nor any duty under the Stamp Act 1894 is payable in respect of the transfer or registration of title to any land pursuant to this section. ˙ Meaning of terms 20E.(1) In this part a reference— (a) to an association includes a reference to 2 or more associations; (b) to a foreign association includes a reference to 2 or more foreign associations;

s 21 33 s 22 Primary Producers’ Cooperative Associations Act 1923 (c) to a foreign association being registered includes a reference to being incorporated or established; (d) to an amalgamated association formed by the amalgamation of an association with a foreign association being registered includes a reference to being incorporated or established. PART 5—MISCELLANEOUS Division 1—Rules for associations ˙ Business, proceedings and property of associations 21. The Governor in Council may by regulation make rules governing the business, proceedings and property of associations under this Act. Division 2—Cooperative companies ˙ Provisions as to cooperative companies 22.(1) Subject to this Act, it shall not be lawful for a corporation that has as part of its name the word cooperative to become registered under any law of the State including this Act or, if so registered in the State, to remain registered, or for a corporation to use in any manner as part of or in connection with its name the word cooperative, unless its memorandum of association and articles of association or, as the case may be, rules provide— (a) that the total voting power of the corporation is at all times held by members who are producers and suppliers; and (b) that a member of the corporation who is a producer and supplier is entitled to 1 vote only on any business before a meeting of the corporation or at a poll or ballot conducted by the corporation; and (c) that a member of the corporation who is not a producer and

s 22 34 s 22 Primary Producers’ Cooperative Associations Act 1923 supplier shall not be entitled to vote on any business before a meeting of the corporation or at a poll or ballot conducted by the corporation. (1A) If 2 or more members who are producers and suppliers hold shares jointly, then, unless otherwise provided by the corporation’s memorandum and articles of association or its rules, each such member is entitled to 1 vote on any business before a meeting of the corporation or at a poll or ballot conducted by the corporation. (2) For the purposes of this section a person who is a supplier to a board within the meaning of the PrimaryProducers’OrganisationandMarketing Act 1926 or any other Act relating to the supply to a board of primary produce, of the produce or some part thereof in respect of which the business of the corporation is to be or is being carried on, shall, if the person is a member of the corporation, be deemed to be a producer and supplier to the corporation. (2A) If the voting rights of the members of a corporation are limited in accordance with subsection (1)(b), any contract or arrangement (other than a proxy voting arrangement permitted by the corporation’s memorandum and articles of association or its rules) under which a person acquires the right to control the vote of a member, or any other interest in a member’s right to vote, is void. (2B) A person (including a member) who purports to enter into a contract or arrangement under which a person acquires the right to control the vote of a member commits an offence. Maximum penalty—50 penalty units. (2C) A corporation to which this section applies may, by its memorandum and articles of association or its rules, limit the extent to which a person may acquire an interest in, or a power to dispose of, shares in the corporation. (3) In this section— “corporation” includes— (a) a corporation within the meaning of the Corporations Law; or (b) a company incorporated or registered outside the State carrying on business in the State; or

s 23 35 s 23 Primary Producers’ Cooperative Associations Act 1923 (c) an association. “producer and supplier” means a person who is a producer and supplier to the corporation of the produce or some part thereof in respect of which the business of the corporation is to be or is carried on. (4) The Governor in Council may, under a regulation, exempt a specified corporation from this section on the conditions, specified in the regulation, the Governor in Council considers appropriate. (5) A corporation that contravenes or fails to comply with any provision of this section commits an offence against this Act. Maximum penalty—10 penalty units. (6) A director, manager, secretary or public officer of a corporation who knowingly authorises or permits a failure to comply with or a contravention of any provision of this section commits an offence against this Act. Maximum penalty—10 penalty units. ˙ Restriction on operations of unregistered associations etc. 23.(1) Subject to this Act, it shall be an offence against this Act for any person or association or body of persons corporate or unincorporate who or which is not or are not qualified to be registered as an association under this Act, or if so qualified to be so registered has not or have not been so registered— (a) to carry on the operations of or pretend to be or in any mode or manner to hold himself, herself, itself, or themselves out as a primary producers’ (or agricultural or farmers’ or rural, or other word or words of similar import) association (or society or union or bank or company); or (b) to carry on operations of or pretend to carry on operations of a cooperative nature or in any mode or manner to hold out himself, herself, itself, or themselves as so doing, in or about the producing, manufacturing, or marketing of or trading in or banking in relation to primary produce; or (c) to use the word cooperative as part of its name or to assume or use or exhibit any name, title, term, or sign which means or may

s 24 36 s 24 Primary Producers’ Cooperative Associations Act 1923 be construed to mean that he, she, it, or they is or are carrying on or will carry on operations of the class or nature in either of paragraphs (a) and (b), mentioned or referred to. Maximum penalty—10 penalty units for each day the offence continues. (2) The manager or principal officer of a body of persons (corporate or unincorporate) which commits an offence against subsection (1) also commits an offence. Maximum penalty—10 penalty units for each day the offence continues. (3) However, this section shall not apply to any agricultural show society or association, nor to any person or association or body of persons, corporate or unincorporate, who or which is not or are not carrying on producing, manufacturing, marketing, trading or banking operations, nor to any society, bank, association, company, or body of persons not registered under this Act which has been exempted from the operation thereof by the Governor in Council. (4) Any such exemption may be made upon such terms and conditions as the Governor in Council thinks fit. ˙ Provisions as to certain existing societies and companies 24.(1) After a date to be fixed and within a period to be prescribed after the commencement of this Act— (a) every corporation registered under the Corporations Law; and (b) every society registered under the CooperativeandOtherSocieties Act 1967 ; with respect to which the Governor in Council is satisfied and by notice in the gazette declares that it carries on operations of a cooperative nature in relation to primary produce, shall hold a meeting of its members to decide the question whether or not such company or society shall cease to be registered under the Act under which it is registered, and apply to become registered as an association under this Act, and for that purpose make such alteration in its constitution and articles or rules as will entitle it to become so registered as an association.

s 24A 37 Primary Producers’ Cooperative Associations Act 1923 s 25 (2) At such meeting every member present shall have 1 vote only, and the majority of members present and voting at such meeting shall decide the question. (3) If the decision is in the affirmative, then, upon compliance with this Act and the necessary alteration of its articles or rules so as to render the same conformable with this Act, such company or society shall forthwith be registered as an association and cease to be registered as a company or society under the Act under which it was theretofore registered. (4) If the decision is in the negative, then, notwithstanding anything in this Act contained, such company or society, so long as its operations continue to be of a cooperative nature, may with the approval of the Governor in Council continue to use the name under which it is then registered. (5) Save as aforesaid, the provisions of section 23 shall apply to every such registered company or society. ˙ Association may refuse to take cognisance of certain orders 24A.(1) Notwithstanding any Act or law to the contrary, an association may refuse to take cognisance of, and shall not be compellable to pay, any order given by any person, including any member of the association concerned, to pay to any person other than the Crown (or corporation or instrumentality representing the Crown) any portion of the moneys due to such person by such association. (2) However, and notwithstanding any Act or law to the contrary, any association which in its discretion shall take cognisance of and pay any such portion of such moneys pursuant to any such order as aforesaid, may charge a fee by way of commission thereon not exceeding 7 1 / 2 %, which percentage may be deducted by the association from the moneys payable by the association to the person (other than the Crown or corporation or instrumentality representing the Crown) named in the order concerned. ˙ Exemption of societies registered under the Cooperative and Other Societies Act 1967 25. This Act does not prevent a genuine cooperative trading society

s 25A 38 Primary Producers’ Cooperative Associations Act 1923 s 25A registered under the Cooperative and Other Societies Act 1967 from using the word cooperative as part of its registered name. ˙ Conversion of association into company 25A.(1) An association may by special resolution determine to apply to be registered as a company under the Corporations Law. (2) Before making any such application the association shall, by special resolution— (a) determine under what name the association shall be registered under the Corporations Law, which name may be different from the name of the association; (b) adopt a memorandum of association; (c) where articles of association are necessary or deemed by the association to be desirable—adopt articles of association. (2A) An association shall not be entitled to be registered as a company under the CorporationsLaw under a name which includes the word cooperative. (3) Every such memorandum of association and articles of association shall contain the particulars prescribed by and shall otherwise be in accordance with the Corporations Law. (4) An association may apply to be registered as a company under the Corporations Law in the manner following— (a) the association shall submit to the registrar copies of the special resolutions passed by the association pursuant to subsections (1) and (2); (b) the association shall lodge with the Australian Securities Commission— (i) an application by the association to be registered under the Corporations Law; and (ii) copies of the special resolutions as aforesaid verified under the hand of the registrar; and (iii) the memorandum of association adopted for the proposed

s 25A 39 Primary Producers’ Cooperative Associations Act 1923 s 25A company and the articles of association (if any); and (iv) except where the Australian Securities Commission otherwise directs, such other documents as are required by the Corporations Law to be lodged by persons desiring the incorporation of a company under that Law. (4A) An association shall not make the application referred to in subsection (4) unless it has first obtained the consent of the Governor in Council so to do and where an association does make an application without first having obtained that consent the application shall be void and of no effect. (4B) The Governor in Council may grant the application under a regulation or refuse to grant it. (5) Upon the registration of the memorandum of association and the articles of association (if any) under the Corporations Law and the issuing of a certificate of incorporation pursuant to the provisions of that Law the association shall on and from the date specified in the certificate of incorporation be a company registered under that Law and such registration, certificate, memorandum of association and articles of association (if any) shall have the same operation and effect, and the provisions of the CorporationsLaw shall apply to the company and the members and creditors thereof as if the company had been incorporated and registered in the manner prescribed by that Law. (5A) A certificate of incorporation given pursuant to the provisions of the Corporations Law shall be conclusive evidence that all the requirements of this section have been complied with. (6) When an association is so registered as a company it shall cease to be registered as an association under this Act and the Australian Securities Commission shall give notice of the registration of the company under the Corporations Law to the registrar. (6A) The registrar shall remove the name of the association from the register kept pursuant to this Act. (7) Upon the registration of the association as a company all persons who were members of the association shall be deemed to be members of the company, and their names shall be entered upon the register of members of the company.

s 25A 40 Primary Producers’ Cooperative Associations Act 1923 s 25A (8) When an association is registered as a company pursuant to this section the corporation constituted by the company as so registered shall be deemed to be the same entity as the corporation constituted by the association for all purposes whatsoever. (8A) In particular and without restricting the generality of subsection (8) upon such registration all property and proprietary and other rights whatsoever of the association shall become vested in and exercisable and enforceable by the company, and all liabilities and obligations of the association, whether certain or contingent and whether then existing or capable of arising at a future time, and whether contractual or other, and all rights against the association and all penalties incurred by the association, shall be enforceable and recoverable against the company, and all persons who would incur any liability for anything if done or omitted by, or for any money if lent or credit if given to, or for any loss if incurred by, or for any transaction if had with the association, shall incur the same liability if such thing shall be done or omitted by, or money lent or credit given to, or loss incurred by, or transaction had with the company. (9) Every security as defined in section 27 issued or granted by an association and registered under this Act and which is not satisfied upon the date upon which such association is registered as a company under the Corporations Law shall be deemed to be a charge created by the company on the date of the registration of the company under the Corporations Law for the unsatisfied amount secured by such security. (10) Every charge which is deemed to be such by virtue of subsection (9) shall— (a) without prejudice to anything contained in subsections (8) and (8A), have the same force and effect as if it were a charge created by the company upon the date of the registration of the company under the Corporations Law; and (b) where the provisions of the CorporationsLaw relating to the registration of charges are applicable to such charge, be registered by the company under and in accordance with that Law. (11) An association shall not pass a special resolution pursuant to subsection (1) so long as the rules of the association contain any rule authorised by section 15(11).

s 25B 41 Primary Producers’ Cooperative Associations Act 1923 s 25C ˙ Power to fix maximum rate of dividend 25B. The Governor in Council may, under a regulation, fix the maximum rate per cent (referred to in section 15(1A)(u)) that may be paid to members of an association as dividend in respect of the shares held by them. ˙ Conversion of society or company into association 25C.(1) In this section and in sections 25D and 25E— “company” means a company within the meaning of the CorporationsLaw. “society” means a society registered under the CooperativeandOtherSocieties Act 1967 . (2) A society or company may by special resolution determine to apply to be registered under this Act as an association for any of the objects set out in this Act, and for this purpose, in any case where the nominal value of its shares held by any member exceeds $2 000, may by such resolution provide for the conversion of the excess of such share capital over $2 000 into a transferable loan stock, bearing such rate of interest as may thereby be fixed, and repayable on such conditions only as are in such resolution determined. (3) The application for registration as an association shall be made in the prescribed manner to the registrar and shall be accompanied by— (a) the prescribed fee (if any); (b) where any act or thing is prescribed to be done prior to making application for registration—the statutory declaration of a director and the secretary of the society or, as the case may be, company as to the doing of such act or thing; (c) 2 copies of the proposed rules of the association; (d) a statement showing the objects of the association proposed; (e) a copy of the special resolution referred to in subsection (2); (f) a statement showing whether the association is to be registered with a capital divided into shares and with limited liability or

s 25C 42 Primary Producers’ Cooperative Associations Act 1923 s 25C without share capital and with liability limited to the assets of the association or without share capital and with unlimited liability; (g) such other matters or particulars as may be required by the registrar. (4) The society or company shall forward a copy of the special resolution referred to in subsection (2) to the registrar of cooperative and other societies or, as the case may be, the Australian Securities Commission at a time not later than the time of the making of the application referred to in subsection (3). (5) Upon receipt of an application pursuant to subsection (3) the registrar, if satisfied— (a) that the provisions of this Act have been complied with; and (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this or any other Act; and (c) that there are reasonable grounds for believing that the applicant society or company, if registered as an association, will be able to carry out its objects successfully; shall submit the application to the Minister who shall recommend to the Governor in Council that the Governor in Council consent or refuse consent to the application. (6) The Governor in Council may— (a) by gazette notice, consent to the application, either unconditionally or subject to such conditions as the Governor in Council thinks fit; or (b) refuse consent thereto. (7) On gazettal of a notice under subsection (6) and compliance with the conditions (if any) therein specified, the registrar shall register— (a) the association and issue to it a certificate of registration in the approved form; (b) the rules, and file 1 duplicate in the registrar’s office and return the other with the date of registration endorsed thereon to the

s 25D 43 Primary Producers’ Cooperative Associations Act 1923 s 25D association. (8) Upon receipt of such certificate of registration the association shall be deemed for all purposes to be an association under this Act, and— (a) it thereupon ceases to be registered as a society or, as the case may be, a company; (b) the registrar shall give notice of the registration and a certified copy of the certificate of registration to the registrar of cooperative and other societies or, as the case may be, the Australian Securities Commission and thereupon the name of the society or, as the case may be, company in question shall be removed from the register kept pursuant to the Cooperative and Other SocietiesAct 1967 or the Corporations Law; (c) all persons who were members of the society or company become members of the association and their names shall be entered in the register of members of the association; (d) the body corporate constituted by the association as so registered shall for all purposes be deemed to be the same entity as the body corporate constituted by the society or, as the case may be, company. (9) Nothing contained in the Cooperative and Other Societies Act 1967 , section 61 or in any rule made pursuant thereto shall be construed as limiting in any way the making by a society of an application to be registered as an association or the registration of any such society as an association in accordance with the provisions of this section. ˙ Amalgamation of societies and associations 25D.(1) Any 1 or more societies and any 1 or more associations may, by special resolution of both or all of them, determine to amalgamate as one association and to apply to be registered under this Act as an association for any of the objects set out in this Act. (2) The application for registration as an association shall be made in the prescribed manner to the registrar and shall be accompanied by— (a) the prescribed fee (if any);

s 25D 44 Primary Producers’ Cooperative Associations Act 1923 s 25D (b) where any act or thing is prescribed to be done prior to making application for registration—the statutory declaration of a director and the secretary of each applicant society or association to which such prescription applies as to the doing of such act or thing; (c) 2 copies of the proposed rules of the association; (d) a statement showing the objects of the association proposed; (e) a copy of each of the special resolutions as referred to in subsection (1); (g) a statement showing whether the association is to be registered with a capital divided into shares and with limited liability or without share capital and with liability limited to the assets of the association or without share capital and with unlimited liability; (h) such other matters or particulars as may be required by the registrar. (3) A copy of each special resolution referred to in subsection (1) that is passed by a society shall be forwarded by the society in question to the registrar of cooperative and other societies at a time not later than the time of the making of the application referred to in subsection (2). (4) Upon receipt of an application pursuant to subsection (2) the registrar, if satisfied— (a) that the provisions of this Act have been complied with; and (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this or any other Act; and (c) that there are reasonable grounds for believing that the proposed association will be able to carry out its objects successfully; shall submit the application to the Minister who shall recommend to the Governor in Council that the Governor in Council consent or refuse consent to the application. (5) The Governor in Council may— (a) by gazette notice, consent to the application, either unconditionally or subject to such conditions as the Governor in Council thinks

s 25D 45 Primary Producers’ Cooperative Associations Act 1923 s 25D fit; or (b) refuse consent thereto. (6) On gazettal of a notice under subsection (5) and compliance with the conditions (if any) therein specified, the registrar shall register— (a) the association and issue to it a certificate of registration in the approved form; (b) the rules, and file 1 duplicate in the registrar’s office and return the other with the date of registration endorsed thereon to the association. (7) Upon receipt of such certificate of registration the association shall be deemed for all purposes to be an association under this Act, and— (a) the society or societies participating in the amalgamation shall cease to be registered as a society or, as the case may be, societies and the association or associations participating in the amalgamation shall cease to be registered as an association or, as the case may be, associations; (b) the registrar shall give notice of the registration and a certified copy of the certificate of registration to the registrar of cooperative and other societies who shall thereupon cancel the registration of the society or societies in question and the registrar shall remove the name or names of the association or associations in question from the registrar kept pursuant to this Act; (c) all persons who were members of the amalgamating society or societies and association or associations become members of the association, and their names shall be entered in the register of members of the association. (8) Nothing contained in of the CooperativeandOtherSocietiesAct1967 , section 61 or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of a society referred to in subsection (1), the determining to amalgamate and applying to be registered with other applicants as one association or the registration with other applicants as an association in accordance with the provisions of this section, and nothing contained in section 15(11) or in any rule made pursuant thereto shall be construed as limiting in any way, in the case of an association referred to in

s 25E 46 Primary Producers’ Cooperative Associations Act 1923 s 25E subsection (1), the determining to amalgamate and applying to be registered with other applicants as one association or the registration with other applicants as an association in accordance with the provisions of this section. ˙ Vesting of property and preservation of rights etc. 25E.(1) In this section— “amalgamated bodies” means any society or societies and any association or associations that have amalgamated as one association registered and issued with an certificate of registration pursuant to section 25D. (2) Nothing contained in this section derogates from or limits the generality of the provisions of section 25C(8)(d). (3) Upon registration of an association and the receipt by it of certificate of registration pursuant to section 25C or 25D— (a) all real and personal property, and every right, title, estate or interest therein and all management and control of any matter or thing that immediately before such registration and receipt of certificate of registration was vested in or belonged to the society, the company or any of the amalgamated bodies, as the case may be, shall, without any transfer, assignment or notice other than this Act, vest in and belong to the association in question; (b) all moneys and liquidated and unliquidated claims that immediately before such registration and receipt of certificate of registration were payable to or recoverable by the society, the company or any of the amalgamated bodies, as the case may be, shall be moneys and liquidated and unliquidated claims payable to or recoverable by the association in question; (c) all suits, actions and proceedings and all causes of action pending or existing immediately before such registration and receipt of certificate of registration by or against the society, the company or any of the amalgamated bodies, as the case may be, may be carried on and prosecuted by or against the association in question, and no such suit, action or proceeding shall abate or be prejudicially affected by this Act;

s 25E 47 Primary Producers’ Cooperative Associations Act 1923 s 25E (d) all contracts, agreements and undertakings entered into with, and all securities lawfully given to or by, the society, the company or any of the amalgamated bodies, as the case may be, existing at the time of such registration and receipt of certificate of registration shall be deemed to be contracts, agreements and undertakings entered into with, and securities given to or by, the association in question, and may be enforced by or against such association accordingly; (e) all debts due and moneys payable by the society, the company or any of the amalgamated bodies, as the case may be, and all claims liquidated or unliquidated recoverable against the society, the company or any of the amalgamated bodies, as the case may be, shall be debts due and moneys payable by and claims recoverable against the association in question. (4) Neither the registration of and receipt of certificate of registration by an association pursuant to section 25C or 25D nor any provision of this Act prejudicially affects any security, rights, powers, authorities and remedies of any holder of a bond, debenture, mortgage, deed, charge, lien or other security given by the society, the company or any of the amalgamated bodies, as the case may be, before such registration and receipt of certificate of registration, but every such holder shall have and continue to have during the currency of the holder’s bond, debenture, mortgage, deed, charge, lien or other security the same rights, powers and remedies in respect of the assets of the association in question and the revenue therefrom as if the bond, debenture, mortgage, deed, charge, lien or other security had been given by the association in question instead of by the society, the company or the particular amalgamated body, as the case may be. (5) Any security within the meaning of part 6 that, pursuant to this section, is deemed to have been given by an association on registration of that association and receipt by it of certificate of registration shall, if such security has not been already registered under some law requiring the registration of securities of the same class, be registered under this Act as a security within 60 days after the receipt by the association of the certificate of registration as aforesaid or within such further time as the Minister, having regard to the particular circumstances, may by writing under the Minister’s hand allow to the association.

s 25E 48 Primary Producers’ Cooperative Associations Act 1923 s 25E (5A) Such registration shall be made as nearly as may be in accordance with the provisions of this Act relating to the registration of securities issued or granted by an association and applicable to the association in respect of the registration of securities issued or granted by it after the receipt by it of the certificate of registration as aforesaid. (5B) Failure by the association or the proper officer to comply with the provisions of subsections (5) and (5A) shall not affect the validity of the security in question, but failure so to register the same in accordance with the subsections renders the association and the officer aforesaid and the managing director or other governing officer of the association liable to a maximum penalty of not more than 10 penalty units. (5C) A penalty imposed under this section may be recovered summarily by complaint under the Justices Act 1886 . (6) In the case of— (a) lands subject to the provisions of the LandTitleAct1994 and securities in or over such lands and dealings therewith—the registrar of titles; (b) lands not subject to the provisions of the LandTitleAct1994 —the person or authority charged with registering instruments of title to those lands or securities therein or thereover or dealings therewith; (c) securities (other than those referred to in paragraph (a) or (b)) or dealings therewith, the person or authority charged with the registration thereof; has power to make or cause to be made, and shall at the written request of the association in question make or cause to be made, any necessary recordings or endorsements in the appropriate register or other record of titles, securities or dealings and to do and execute all such other acts, matters and things as may be necessary and proper to give full effect to the vesting by virtue of this section of the lands and securities in question in the association in question.

s 27 49 s 28 Primary Producers’ Cooperative Associations Act 1923 PART 6—REGISTRATION OF SECURITIES ˙ Interpretation 27. In this part— “security” means and includes a mortgage, encumbrance, charge, lien, bond, debenture, debenture stock, floating charge, bill of sale, or other written instrument duly issued or granted as or by way of security by an association, and expressly includes a bill of sale as defined by the laws in force relating to bills of sale of personal chattels and also any lien on wool, mortgage of live stock, and lien on crops as referred to in the Mercantile Act 1867 , but does not, however, include a mortgage so far as it includes land, whether subject to the Land Title Act 1994 or not, or so far as it includes any tenement or interest therein under and subject to the laws in force relating to the occupation or leasing of Crown lands or to mines or mining. ˙ Registration of securities given by an association 28.(1) Whenever an association under or in pursuance of the powers in that behalf contained in this Act or in any of its rules has duly issued or granted to any person any security (whether by way of principal or collateral security), then the following provisions shall apply and be observed. (1A) Within 60 days after the date of the creation of the security or such further time as the Minister under any particular circumstances may by signed writing allow to an association, the security shall be registered in the office of the clerk of the court of the Magistrates Courts district in which the registered office of the association is situated. (1B) Such registration shall be effected in the manner following—the officer of the association authorised by the directors thereof in that behalf shall, save as is next hereinafter provided, make a true copy of every such security and shall lodge the same with the said clerk of the court, with an endorsement thereon signed by such officer of the association and dated on the date on which the officer signs the same, stating that the security is correct for purposes of registration. (2) The said clerk of the court shall forthwith register the same in a

s 28 50 s 28 Primary Producers’ Cooperative Associations Act 1923 register to be kept at the clerk’s office, and shall forthwith send particulars in the approved form of the contents and effect of such security to the registrar, and also to the registrar of the Supreme Court, Brisbane, each of whom shall file and record the same without fee. (3) However, where a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture-holders of that series are entitled pari passu is created by an association, it shall be sufficient if there are lodged with the said clerk of the court within 60 days or such further time as aforesaid after the execution of the deed containing the charge, or, if there is no such deed, after the execution of any debenture of the series, the following particulars— (a) the total amount secured by the whole series; (b) the dates of the resolutions authorising the issue of the series, and the date of the covering deed (if any) by which the security is created or defined; (c) a general description of the property charged; (d) the names of the trustees (if any) for the debenture-holders; together with a true copy of the deed containing the charge or, if there is no such deed, one of the debentures of the series, and the said clerk of the court shall enter these particulars in the said register. (3A) In any case where more than 1 issue is made of debentures in the same series there shall be sent to the said clerk of the court, for entry in the register, particulars of the date and amount of each issue. (3B) The said clerk of the court shall send particulars of all such debentures to the officers mentioned in subsection (2), who shall file and record the same without fee. (4) Any person shall have the right to search the said register at the office of the said clerk of the court and to inspect the particulars aforesaid relating to any security filed in the office of the registrar, or in the registry of the Supreme Court, Brisbane, and to make any copy or extract therefrom on payment of the prescribed fee. (5) Failure by the association or the officer of the association as aforesaid to comply with any of the provisions of this section shall not affect the validity of the security issued or granted, but if any security, or, in the case

s 30 51 s 32A Primary Producers’ Cooperative Associations Act 1923 of debentures, the prescribed particulars thereof is or are not registered or sent to the said clerk of the court within the prescribed time, the association and the said officer and the managing director or other governing officer of the association shall each of them be liable to a penalty not exceeding $500. (6) The stamp duty on any security may be denoted by adhesive stamps. (7) The provisions of the Bills of Sale Act 1891 and of the Mercantile Act 1867 shall not apply to a security under this Act, and any such security shall have the like force and effect as it would have had if this Act had not been passed and such security had been duly registered under the said the Bills of Sale Act 1891 or the Mercantile Act 1867 as might be legally required. ˙ Recovery of penalties 30. A penalty imposed under this part may be recovered summarily by complaint under the Justices Act 1886. ˙ Certificate of registration 32.(1) In any proceedings, the production of a certificate of registration purporting to be signed by the registrar shall be admissible as evidence of the facts therein stated. (2) Any document purporting to be a duplicate original or copy of a certificate or registration and certified as such by the registrar shall be admissible as evidence as if it were the original certificate. (3) Judicial notice shall be taken of the signature of any person who holds or has held the office of registrar if the signature purports to be upon any certificate or copy thereof. ˙ Protection from liability 32A.(1) In this section— “official” means— (a) the chief executive; or (b) the registrar or a deputy registrar; or

s 33 52 s 33 Primary Producers’ Cooperative Associations Act 1923 (c) an officer or employee of the department. (2) An official does not incur civil liability for an act done, or omission made, honestly and without negligence under this Act. (3) If subsection (2) prevents a civil liability attaching to an official, the liability attaches instead to the State. ˙ Regulation making power 33.(1) The Governor in Council may make regulations under this Act. (2) A regulation may be made for or about the following— (a) prescribing and defining the manner of doing or performing any act or thing under or for the purposes of this Act, and the time when or within which it shall be done or performed; (b) the inspection of documents; (c) prescribing the mode of proof of matters required to be proved under or for the purposes of this Act, and for facilitating such proof; (d) defining the functions of the registrar and other officers; (e) the branding or marking of products manufactured or marketed cooperatively with the name of the association and such other particulars as may be deemed proper, and prohibiting the improper removal or destruction of such brands or marks; (f) restricting or regulating the sphere of operations of any association or class of association, either with respect to primary produce or to locality, and restricting membership accordingly; (g) prescribing with respect to associations, uniform methods of payment, settlement, accounting, bookkeeping, and returns to suppliers; (h) prescribing fees to be paid for or in respect of any matter arising or service rendered under or for the purposes of this Act; (i) declaring the companies and societies which are to hold meetings under section 24 and preventing any evasion of the provisions of that section;

s 34 53 s 39 Primary Producers’ Cooperative Associations Act 1923 (j) prescribing offences for the breach of any regulation and a penalty of not more than 2 penalty units. ˙ References to Primary Producers’ Cooperative Associations Act 1923 34. In an Act or document, a reference to the Primary Producers’ Cooperative Associations Act 1923 is a reference to this Act. ˙ Approval of forms 35. The chief executive may approve forms for use under this Act. ˙ References to model rules and rules governing the business, proceedings and property 39.(1) A reference in an Act or document to the model rules is, subject to section 13(2) and if the context permits, a reference to the model rules contained in the regulations made under this Act. (2) A reference in an Act or document to the rules regulating the business, proceedings and property of associations is, if the context permits, a reference to the rules regulating the business, proceedings and property of associations contained in the regulations made under this Act.

54 Primary Producers’ Cooperative Associations Act 1923 ENDNOTES ´ 1 Index to endnotes Page 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 5 Tables in earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 6 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 7 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 ´ 2 Date to which amendments incorporated This is the reprint date mentioned in the ReprintsAct1992, section 5(c). Accordingly, this reprint includes all amendments that commenced operation on or before 18 December 1996. Future amendments of the Primary Producers’ Cooperative Associations Act 1923 may be made in accordance with this reprint under the Reprints Act 1992, section 49.

55 Primary Producers’ Cooperative Associations Act 1923 3 ´ AIA amd ch def div exp gaz hdg ins lap notfd om o in c p para prec pres prev = = = = = = = = = = = = = = = = = = Key Key to abbreviations in list of legislation and annotations Acts Interpretation Act 1954 amended chapter definition division expires/expired gazette heading inserted lapsed notified omitted order in council page paragraph preceding present previous (prev) proc prov pt pubd R[X] RA reloc renum rep s sch sdiv SIA SL sub unnum = = = = = = = = = = = = = = = = = previously proclamation provision part published Reprint No.[X] Reprints Act 1992 relocated renumbered repealed section schedule subdivision Statutory Instruments Act 1992 subordinate legislation substituted unnumbered ´ 4 Table of earlier reprints TABLE OF EARLIER REPRINTS [If a reprint number includes an arabic letter, the reprint was released in unauthorised, electronic form only.] Reprint No. Amendments included Reprint date 1 to Act No. 76 of 1993 28 July 1994 2 to Act No. 58 of 1995 15 December 1995 ´ 5 Tables in earlier reprints Name of table TABLES IN EARLIER REPRINTS Changed citations and remade laws Changed names and titles Corrected minor errors Obsolete and redundant provisions Renumbered provisions Reprint No. 1, 2 1 2 1 1

56 Primary Producers’ Cooperative Associations Act 1923 ´ 6 List of legislation Primary Producers’ Cooperative Associations Act 1923 14 Geo 5 No. 45 date of assent 23 November 1923 commenced 15 December 1923 (proc pubd gaz 15 December 1923 p 2219) as amended by— Primary Producers’ Co-operative Associations Act Amendment Act 1926 17 Geo 5 No. 4 date of assent 24 September 1926 commenced on date of assent Primary Producers’ Organisation and Marketing Act Amendment Act 1928 19 Geo 5 No. 8 s 4 date of assent 11 October 1928 commenced on date of assent Primary Producers’ Co-operative Associations Acts Amendment Act 1934 25 Geo 5 No. 5 date of assent 11 October 1934 commenced on date of assent Primary Producers’ Co-operative Associations Acts Amendment Act 1962 No. 13 date of assent 26 November 1962 commenced on date of assent Primary Producers’ Co-operative Associations Acts Amendment Act 1965 No. 64 date of assent 23 December 1965 commenced on date of assent Primary Producers’ Co-operative Associations Act Amendment Act 1974 No. 55 date of assent 27 September 1974 commenced on date of assent Co-operativeandOtherSocietiesActandAnotherActAmendmentAct1978 No. 1 pts 1, 3 date of assent 28 April 1978 ss 1–2 commenced on date of assent remaining provisions commenced 11 May 1978 (proc pubd gaz 11 May 1978 p 271) Primary Producers’ Co-operative Associations Act Amendment Act 1978 No. 67 date of assent 28 November 1978 commenced 22 January 1979 (proc pubd gaz 13 January 1979 p 86) Primary Producers’ Co-operative Associations Act Amendment Act 1979 No. 52 date of assent 19 November 1979 commenced on date of assent

57 Primary Producers’ Cooperative Associations Act 1923 Primary Producers’ Co-operative Associations Act Amendment Act 1981 No. 5 date of assent 30 March 1981 commenced on date of assent Companies (Consequential Amendments) Act 1981 No. 111 s 23 sch date of assent 16 December 1981 commenced 1 July 1982 (see s 2(4) and proc pubd gaz 29 June 1982 p 2102) Real Property Acts and Other Acts Amendment Act 1986 No. 26 s 4 sch date of assent 8 April 1986 commenced on date of assent (see s 2(1)) PrimaryProducers’Co-operativeAssociationsActAmendmentAct1988 No. 108 date of assent 14 December 1988 commenced on date of assent PrimaryProducers’Co-operativeAssociationsActAmendmentAct1989 No. 108 date of assent 25 October 1989 ss 1–3 commenced on date of assent (see s 3(1)) s 8 never proclaimed into force and om 1995 No. 57 s 5(1) sch 3 pt 2 remaining provisions commenced 4 November 1989 (proc pubd gaz 4 November 1989 p 1717) Grain Industry (Restructuring) Act 1991 No. 91 s 1 sch 2 date of assent 11 December 1991 commenced on date of assent Statute Law (Miscellaneous Provisions) Act 1991 No. 97 ss 1–3 sch 2 date of assent 17 December 1991 commenced on date of assent (see s 2) Statute Law (Miscellaneous Provisions) Act (No. 2) 1993 No. 76 ss 1–3 sch 1 date of assent 14 December 1993 commenced on date of assent (see s 2) Fisheries Act 1994 No. 37 ss 1–2, 244 sch 2 date of assent 8 September 1994 ss 1–2 commenced on date of assent remaining provisions commenced 27 January 1995 (1995 SL No. 9) Statute Law (Minor Amendments) Act (No. 2) 1995 No. 51 ss 1, 4 sch date of assent 22 November 1995 commenced on date of assent Statute Law Revision Act 1995 No. 57 s 1–2, 4 sch 1 date of assent 28 November 1995 commenced on date of assent Statute Law Revision Act (No. 2) 1995 No. 58 s 1–2, 4 sch 1 date of assent 28 November 1995 commenced on date of assent

58 Primary Producers’ Cooperative Associations Act 1923 ConsumerLawandOtherJusticeLegislation(MiscellaneousProvisions)Act1996 No. 56 pts 1, 18 date of assent 20 November 1996 commenced on date of assent ´ 7 List of annotations Short title s 1 sub 1995 No. 57 s 4 sch 1 Parts of Act s 2 amd 1926 17 Geo 5 No. 4 s 2(a); 1989 No. 108 s 4 om 1991 No. 97 s 3 sch 2 Definitions prov hdg sub 1996 No. 56 s 155(1) s 3 amd 1974 No. 55 s 2(b); 1988 No. 108 s 2(b); 1991 No. 91 sch 2; 1995 No. 58 s 4 sch 1 s 3(2) renum as s 3A 1995 No. 58 sch 1 def “Council” om 1926 17 Geo 5 No. 4 s 2(b) def “declared law” ins 1988 No. 108 s 2(a)(i) sub 1995 No. 58 s 4 sch 1 def “deputy registrar” ins 1989 No. 108 s 5 amd 1995 No. 58 s 4 sch 1 def “directors” sub 1988 No. 108 s 2(a)(i) def “federation” ins 1988 No. 108 s 2(a)(ii) def “foreign association” ins 1988 No. 108 s 2(a)(ii) def “land” om 1995 No. 58 s 4 sch 1 def “Minister” sub 1974 No. 55 s 2(a) om 1991 No. 97 s 3 sch 2 def “model rules” sub 1996 No. 56 s 155(2) def “officer” amd 1988 No. 108 s 2(a)(iii) def “Prescribed” om 1991 No. 97 s 3 sch 2 def “primary produce” ins 1981 No. 5 s 2(a) def “primary producer” amd 1926 17 Geo 5 No. 4 s 2(b); 1981 No. 5 s 2(b); 1991 No. 97 s 3 sch 2; 1994 No. 37 s 244 sch 2;1995 No. 51 s 4 sch; 1995 No. 58 s 4 sch 1 def “Property” om 1991 No. 97 s 3 sch 2 def “registrar” amd 1995 No. 58 s 4 sch 1 def “Regulations” om 1991 No. 97 s 3 sch 2 def “rules” amd 1988 No. 108 s 2(a)(iv) om 1995 No. 58 s 4 sch 1 def “This Act” om 1991 No. 97 s 3 sch 2 Meaning of special resolution s 3A new s 3A (prev s 3(2)) renum 1995 No. 58 s 4 sch 1

59 Primary Producers’ Cooperative Associations Act 1923 Board under the Primary Producers’ Organisation and Marketing Act 1926 prov hdg ins 1995 No. 58 s 4 sch 1 s 3B new s 3B (prev s 3(4)) renum 1995 No. 58 s 4 sch 1 Division 1—The registrar div hdg sub 1995 No. 58 s 4 sch 1 Registrar of Primary Producers’ Cooperative Associations s 4 sub 1995 No. 58 s 4 sch 1 Appointment of deputy registrar s 4A ins 1989 No. 108 s 6 amd 1995 No. 58 s 4 sch 1 Delegation by registrar s 4AA ins 1996 No. 56 s 156 Division 2—Formation of associations div hdg sub 1995 No. 58 s 4 sch 1 Formation of associations s 5 amd 1926 17 Geo 5 No. 4 s 2(c); 1996 No. 56 s 157 Division 3—Objects div hdg sub 1995 No. 58 s 4 sch 1 Objects of associations s 6 amd 1926 17 Geo 5 No. 4 s 2(d); 1978 No. 67 s 3; 1981 No. 5 s 3; 1995 No. 58 s 4 sch 1 Division 4—Registration div hdg sub 1995 1995 No. 58 s 4 sch 1 Application for registration s 9 amd 1974 No. 55 s 3; 1995 No. 58 s 4 sch 1 Registration of association prov hdg sub 1996 No. 56 s 158(1) s 10 amd 1978 No. 67 s 4; 1981 No. 5 s 4; 1996 No. 56 s 158(2)–(5) Amendment of ss. 151 and 94 of “The Companies Acts, 1863 to 1913.” s 11A ins 1928 19 Geo 5 No. 8 s 4 om 1974 No. 55 s 4 Name of association and change of name s 12 amd 1996 No. 56 s 159 Change of objects of association s 12A ins 1926 17 Geo 5 No. 4 s 2(e) sub 1993 No. 76 s 3 sch 1 amd 1996 No. 56 s 160 Division 1—Model rules div hdg sub 1995 No. 58 s 4 sch 1

60 Primary Producers’ Cooperative Associations Act 1923 Model rules s 13 amd 1988 No. 108 s 3 sub 1995 No. 58 s 4 sch 1 Association may adopt model rules s 14 amd 1996 No. 56 s 161 Division 2—Rules of associations and amendment of rules div hdg sub 1995 No. 58 s 4 sch 1 Provisions as to rules s 15 amd 1926 17 Geo 5 No. 4 s 2(f); 1962 No. 13 s 2; 1974 No. 55 s 5; 1978 No. 67 s 5; 1991 No. 91 sch 2; 1995 No. 58 s 4 sch 1 Amendment of rules s 16 amd 1962 No. 13 s 3; 1978 No. 67 s 6; 1981 No. 5 s 5; 1995 No. 58 s 4 sch 1; 1996 No. 56 s 162 Formation of primary producers’ cooperative federations s 19 amd 1981 No. 5 s 6 Federation involving foreign association s 19A ins 1988 No. 108 s 4 amd 1995 No. 58 s 4 sch 1 Admission of new members into federation s 19B ins 1988 No. 108 s 4 amd 1995 No. 58 s 4 sch 1; 1996 No. 56 s 163 Provisions applying to association apply to primary producers’ cooperative federations s 20 amd 1988 No. 108 s 5; 1995 No. 58 s 4 sch 1 PART 4A—AMALGAMATION WITH FOREIGN ASSOCIATION pt hdg ins 1989 No. 108 s 7 Amalgamation with foreign association s 20A ins 1989 No. 108 s 7 amd 1996 No. 56 s 164 Registration of amalgamated association in Queensland s 20B ins 1989 No. 108 s 7 amd 1995 No. 58 s 4 sch 1; 1996 No. 56 s 165 Registration of amalgamated association under declared law s 20C ins 1989 No. 108 s 7 Vesting of assets and liabilities in amalgamated body s 20D ins 1989 No. 108 s 7 Meaning of terms s 20E ins 1989 No. 108 s 7

61 Primary Producers’ Cooperative Associations Act 1923 Special amalgamation s 20F ins 1989 No. 108 s 8 (never proclaimed into force and om 1995 No. 57 s 5(1) sch 3 pt 2) Division 1—Rules for associations div hdg sub 1995 No. 58 s 4 sch 1 Business, proceedings and property of associations s 21 amd 1926 17 Geo 5 No. 4 s 2(g) sub 1995 No. 58 s 4 sch 1 Division 2—Cooperative companies div hdg sub 1995 No. 58 s 4 sch 1 Provisions as to cooperative companies s 22 amd 1926 17 Geo 5 No. 4 s 2(h); 1934 25 Geo 5 No. 5 s 2 sub 1974 No. 55 s 6 amd 1979 No. 52 s 2; 1981 No. 111 s 23 sch; 1991 No. 91 sch 2; 1995 No. 58 s 4 sch 1 Restriction on operations of unregistered associations etc. s 23 amd 1926 17 Geo 5 No. 4 s 2(i); 1974 No. 55 s 7; 1995 No. 58 s 4 sch 1 Provisions as to certain existing societies and companies s 24 amd 1926 17 Geo 5 No. 4 s 2(j); 1934 25 Geo 5 No. 5 s 3; 1995 No. 58 s 4 sch 1 Association may refuse to take cognisance of certain orders s 24A ins 1934 25 Geo 5 No. 5 s 4 amd 1974 No. 55 s 8 Exemption of societies registered under the CooperativeandOtherSocietiesAct 1967 s 25 sub 1995 No. 58 s 4 sch 1 Conversion of association into company s 25A ins 1965 No. 64 s 2 amd 1981 No. 111 s 23 sch; 1995 No. 58 s 4 sch 1 Power to fix maximum rate of dividend s 25B ins 1974 No. 55 s 9 amd 1995 No. 58 s 4 sch 1 Conversion of society or company into association s 25C ins 1978 No. 1 s 10 sub 1978 No. 67 s 7 amd 1981 No. 5 s 7; 1981 No. 111 s 23 sch; 1995 No. 58 s 4 sch 1 Amalgamation of societies and associations s 25D ins 1978 No. 1 s 11 amd 1978 No. 67 s 8; 1981 No. 5 s 8; 1995 No. 58 s 4 sch 1

62 Primary Producers’ Cooperative Associations Act 1923 Vesting of property and preservation of rights etc. s 25E ins 1978 No. 1 s 12 amd 1978 No. 67 s 9; 1986 No. 26 s 4 sch; 1995 No. 58 s 4 sch 1 Regulations s 26 amd 1926 17 Geo 5 No. 4 s 2(k); 1974 No. 55 s 10; 1988 No. 108 s 6; R1 (see RA s 39); 1995 No. 57 s 4 sch 1 reloc as s 33(2)(a)–(j) 1995 No. 57 s 4 sch 1 PART 6—REGISTRATION OF SECURITIES pt hdg ins 1926 17 Geo 5 No. 4 s 2(l) Interpretation s 27 ins 1926 17 Geo 5 No. 4 s 2(l) Registration of securities given by an association s 28 ins 1926 17 Geo 5 No. 4 s 2(l) amd 1974 No. 55 s 11; 1995 No. 58 s 4 sch 1; 1996 No. 56 s 166 Existing securities s 29 ins 1926 17 Geo 5 No. 4 s 2(l) amd 1974 No. 55 s 12 om 1995 No. 57 s 4 sch 1 Recovery of penalties s 30 ins 1926 17 Geo 5 No. 4 s 2(l) sub 1995 No. 58 s 4 sch 1 Ratification of regulations s 31 ins 1926 17 Geo 5 No. 4 s 2(l) om 1995 No. 57 s 4 sch 1 Certificate of registration s 32 ins 1978 No. 67 s 10 Protection from liability s 32A ins 1996 No. 56 s 167 Regulation making power s 33 ins 1995 No. 57 s 4 sch 1 new s 33(2)(a)–(j) (prev ss 26(1)(a)–(k)) reloc 1995 No. 57 s 4 sch 1 amd 1995 No. 58 s 4 sch 1 References to Primary Producers’ Cooperative Associations Act 1923 s 34 ins 1995 No. 57 s 4 sch 1 Approval of forms s 35 ins 1995 No. 58 s 4 sch 1 Transitional provision about forms s 36 ins 1995 No. 58 s 4 sch 1 exp 28 February 1996 (see s 36(3))

63 Primary Producers’ Cooperative Associations Act 1923 Model rules—savings and transitional s 37 ins 1995 No. 58 s 4 sch 1 exp 29 November 1995 (see s 37(4)) Rules governing the business, proceedings and property of associations s 38 ins 1995 No. 58 s 4 sch 1 exp 29 November 1995 (see s 38(3)) Reference to model rules and rules governing the business, proceedings and property s 39 ins 1995 No. 58 s 4 sch 1 SCHEDULE amd 1926 17 Geo 5 No. 4 s 2(m); 1981 No. 111 s 23 sch om 1996 No. 56 s 168 SCHEDULE—PART 2—PROVISIONS GOVERNING BUSINESS ETC. Penalty for not using name of association s 5 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Penalty if association carries on operations with less than minimum number of members s 6 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Surrender of shares s 8 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Punishment of fraud or misappropriation s 29 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 s 30 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Penalties generally s 32 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Form etc. of documents s 34 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 Discharge of mortgages by receipt endorsed s 45 amd 1995 No. 58 s 4 sch 1 om 1996 No. 56 s 168 © State of Queensland 1996