Primary Producers' Co-operative Associations Act Amendment Act 1978 (Qld)

519 QIteensl ANNO VICESIMO SEPTIMO ELIZABETHAE SECUNDAE REGINAE ------------------ No. 67 of 1978 An Act to amend the Primary Producers ' Co-operative Associations Act 1923-1978 in certain particulars [ASSENTED TO 28TH NOVEMBER, 1978] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same , as follows: 1. Short title and citation . (1) This Act may be cited as the Primary Producers' Co-operative Associations Act Amendment Act 1978. (2) In this Act, the Primary Producers' Co-operative AssociationsAct1923-1978 is referred to as the Principal Act. (3) The Principal Act as amended by this Act may be cited as the Primary Producers' Co-operative Associations Act1923-1978. 2. Commencement . This Act shall commence on a day to be fixed by Proclamation.

520 Primary Producers' Co-operative Associations, &c., Act 1978, No. 67 3. Amendment of s. 6 . Section 6 of the Principal Act is amended by omitting provision (xv) of subsection (1) and substituting the following provision:- " (xv) To carry out any other objects, whether of a similar or other kind, approved by the Governor in Council by Order in Council, he being hereby authorized so to do.". 4. Amendment of s. 10 . Section 10 of the Principal Act is amended by- (a) omitting from provision (a) of subsection (1) the words " an acknowledgment of registry " and substituting the words " a certificate of registration "; (b) omitting from subsection (2) the words " acknowledgment of registry" and the words " the registry " and substituting the words " certificate of registration " and the words " the registration " respectively; (c) omitting from subsection (3) the word " acknowledgment " and substituting the words " certificate of registration "; (d) inserting at the end thereof the following subsection:- " (4) An acknowledgment of registry issued pursuant to this section before the commencement of the Primary Producers' Co-operative Associations Act Amendment Act 1978 shall be deemed to be a certificate of registration.". 5. Amendment of s. 15 . Section 15 of the Principal Act is amended in subparagraph (u) of subsection (1) by- (a) omitting from the first subparagraph the words " seven and one=half per centum " and substituting the words " a rate per centum per annum equivalent to the Commonwealth loan interest plus two per centum per annum "; (b) inserting at the end thereof the following subparagraph:- " In this subparagraph the expression " 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.". 6. Amendment of s. 16 . Section 16 of the Principal Act is amended by omitting from provision (3) the words " one month " and the words " an acknowledgment of registry " and substituting the words " two months " and the words " a certificate of registration " respectively. 7. Repeal of and new s. 25C. The Principal Act is amended by omitting section 25c and substituting the following section:- " 25C. Conversion of society or company into association. (t) In this section and in sections 25D and 25E- " company means a company registered or incorporated under The Companies Act of 1961 or that Act as subsequently amended; It society " means a society registered under The Co-operative and Other Societies Act of 1967 or that Act as subsequently amended.

Primary Producers' Co-operative Associations , &c., Act 1978, No. 67 521 (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) two 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 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 Co-operative and Other Societies or, as the case may be, the Registrar of Companies 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; (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this 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 he consent or refuse consent to the application.

522 Primary Producers' Co-operative Associations, &c., Act 1978, No. 67 (6) The Governor in Council may- (a) by Order in Council published in the Gazette, consent to the application, either unconditionally or subject to such conditions as he thinks fit; or (b) refuse consent thereto. (7) Upon publication in the Gazette of an Order in Council referred to in subsection (6) and compliance with the conditions (if any) therein specified, the registrar shall register- (i) the association and issue to it a certificate of registration in the prescribed form; (ii) the rules, and file one duplicate in his office and return the other with the date of registration endorsed thereon to the 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 Co-operative and Other Societies or, as the case may be, the Registrar of Companies who shall thereupon remove the name of the society or, as the case may be, company in question from the register kept pursuant to the Co-operative and Other Societies Act 1967-1976 or the Companies Act 1961-1975; (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 section 61 of the Co-operative and Other Societies Act 1967-1976 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.". 8. Amendment of s. 25D. Section 25D of the Principal Act is amended by- (a) omitting subsections (2) and (3); (b) renumbering subsection (4) as subsection (2) and therein- (i) omitting provision (f); (ii) omitting from provision (h) the word "prescribed " and substituting the words " required by the registrar ";

Primary Producers' Co-operative Associations, &c., Act 1978, No. 67 523 (c) renumbering subsection (5) as subsection (3) and therein omitting the expression " (4) " and substituting the expression " (2) "; (d) omitting subsection (6) and substituting the following subsections:- " (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; (b) that the rules submitted with the application comply with and are in no way repugnant to or inconsistent with the provisions of this 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 he consent or refuse consent to the application. (5) The Governor in Council may- (a) by Order in Council published in the Gazette, consent to the application, either unconditionally or subject to such conditions as he thinks fit; or (b) refuse consent thereto. (6) Upon publication in the Gazette of an Order in Council referred to in subsection (5) and compliance with the conditions (if any) therein specified, the registrar shall register- (i) the association and issue to it a certificate of registration in the prescribed form; (ii) the rules, and file one duplicate in his office and return the other with the date of registration endorsed thereon to the association."; (e) in subsection (7)- (i) omitting the words " such acknowledgment " and substituting the words " such certificate of registration "; (ii) omitting from subparagraph (b) the words " acknowledgment of registry " and substituting the words " a certified copy of the certificate of registration ". 9. Amendment of s. 25E . Section 25E of the Principal Act is amended by (a) omitting the words " acknowledgment of registry " wherever they occur and substituting the words " certificate of registration " in each case; (b) inserting after the words " the society " wherever they occur the words ", the company " in each case. 10. New s. 32. The Principal Act is amended by inserting after section 31 the following section:- "32. Certificate of registration . (I) 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.

524 Primary Producers' Co-operative Associations, &c., Act 1978, No. 67 (2) Any document purporting to be a duplicate original or copy of a certificate of 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.".