Primary Producers' Co-operative Associations Act Amendment Act 1988 (Qld)

1542 ANNO TRICESIMO SEPTIMO ELIZA ET AE SECUNDAE R EGINAE An Act to amend the Primary Producers ' Co-operative Associations Act 1923-1986 in certain particulars [ASSENTED TO 14TH DECEMBER, 1988]

Primary Producers' Co-operative Associations Act Amendment Act 1988, Nn. 108 1543 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 1988. (2) In this Act, the Primary Producers' Co-operative AssociationsAct 1923-1986 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 Act 1923-1988. 2. Amendment of s. 3. Section 3 of the Principal Act is amended by- (a) in subsection (1)- (i) omitting the definition "Directors" and substituting the following definitions:- "Declared law" means a law of another State or of a Territory of the Commonwealth in respect of which a declaration referred to in subsection (3) is in force; "Directors"-In relation to an association, a foreign association or a federation, the directors thereof or the members of the committee of management or direction or other governing body;"; (ii) inserting after the definition "Existing primary producers' association" the following definitions:- " "Federation"-A Primary Producers' Co-operative Federation registered under this Act; "Foreign association"-An association, society or organization formed and registered under a declared law of another State or of a Territory of the Commonwealth;"; (iii) in the definition "Officer"- (A) inserting before the word "extends" the words "in relation to an association, a foreign association or federation,"; (B) omitting the words ", of an association"; (iv) in the definition "Rules" omitting the words "The registered Rules for the time being of an association" and substituting the words "In relation to an association or a federation, its registered rules for the time being"; (b) in subsection (2)- (i) inserting after the words "special resolution" the words ", in relation to an association or federation,"; (ii) omitting the words "of an association" and substituting the word "thereof';

1544 Primary Producers' Co-operative Associations Act Amendment Act 1988, No. 108 (c) adding at the end thereof the following subsection:- "(3) The Governor in Council may by Order in Council declare a law of another State or of a Territory of the Commonwealth to be a declared law for the purpose of this Act and may by Order in Council vary or revoke such a declaration.". 3. Amendment of s. 13. Model rules, Sch. Part 1. Section 13 of the Principal Act is amended by- (a) in subsection (2) inserting after the words "Governor in Council" the words ", by Order in Council,"; (b) omitting subsection (3) and substituting the following words:- "(3) Section 28A of the Acts Interpretation Act 1954-1985 (which requires regulations to be published in the Gazette and laid before the Legislative Assembly as prescribed therein) applies in relation to Orders in Council made for the purposes of subsection (2) as if the Orders in Council were regulations.". 4. New ss. 19A and 19B. The Principal Act is amended by inserting after section 19 the following sections:- "19A. Federation involving foreign association . (1) Subject to this Act, the provisions of section 19 apply in relation to the joint formation and registration of a Primary Producers' Co- operative 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 prescribed form. 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 two 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 chairman and the secretary of the foreign association (or such other officers of the foreign association as the registrar approves) verifying that

Primary Producers' Co-operative Associations Act Amendment Act 1988, No. 108 1545 the foreign association is a bona fide co-operative association, society or organization of primary producers; (e) a statement of the objects of the proposed federation; (1) two 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; (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. If the federation fails to comply with this subsection, it and each of its directors shall commit an offence against this Act and shall be liable to a penalty not exceeding 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. For the purposes of any such winding up, the provisions of the Companies (Queensland) Code relating to the winding up of companies shall apply mutatis mutandis and with such modifications (if any) as may be prescribed, by Order in Council, as if the federation were a company within the meaning of that code. 19B. Admission of new members into federation . (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.

1546 Primary Producers' Co-operative Associations Act Amendment Act 1988, No. 108 (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 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 prescribed 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 chairman 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 co- operative association, society or organisation of primary producers; (c) any other statements or documents required by the registrar. (5) The application under subsection (3), with the accompanying documents prescribed, shall be submitted by the registrar to the Minister. The Minister may in his discretion veto the registration of the association or foreign association as a member. If the Minister does not exercise his right of veto, 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.". 5. Amendment of s. 20. Provisions applying to associations apply to Primary Producers ' Co-operative Federations . Section 20 of the Principal Act is amended by- (a) omitting the words ", subject, however," and substituting the words "and to its formation and registration, subject to this Act and";

Primary Producers' Co-operative Associations Act Amendment Act 1988, No. 108 1547 (b) omitting the words "of the associations which are". 6. Amendment of s. 26. Regulations . Section 26 of the Principal Act is amended by in subsection (2) omitting all words from and including "A copy of all such regulations shall be laid before Parliament" to and including the words "next session." and substituting the following:- "Section 28A of the Acts Interpretation Act 1954-1985 applies in relation to regulations made under this Act.".