Primary Producers' Co-operative Associations Act Amendment Act 1989 (Qld)

1473 L F T '; S' ASSOCIATIONS AC T AM 2 NDMENT ACT ANALYSIS OF CONTENTS 1. Short title 2. Citation 3. Commencement 4. Amendment of s. 2. Parts of Act 5. Amendment of s. 3 6. New s. 4A Appointment of deputy registrar 7. New Part Amalgamation with foreign association Registration of amalgamated association in Queensland Registration of amalgamated association under declared law Vesting of assets and liabilities in amalgamated body Meaning of terms 8. New Section Special amalgamation uetnslana A ' O TRICESIMO OCTAVO E 'r A E AE CECJND^A E REC'NAE An Act v j -nd the Prim -_ y Producers ' Co-opev .1v- AssociaLloas Act 1923-. , ` ` to facilitate mergers foreign associations an" for related purposes [ASSENTED TO 25TH OCTOBER, 1989]

1474 Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 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. This Act may be cited as the Primary Producers' Co- operative Associations Act Amendment Act 1989. 2. Citation. (1) In this Act, the Primary Producers' Co-operativeAssociations Act 1923-1988 is referred to as the Principal Act. (2) The Principal Act as amended by this Act may be cited as the Primary Producers' Co-operative Associations Act 1923-1989. 3. Commence m ent. (1) Sections 1 and 2 and this section commence on the day this Act is assented to for and on behalf of Her Majesty. (2) Except as provided by subsection (1) the provisions of this Act, or such of them as may be specified, commence on a day or days appointed by Proclamation. 4, An s of s. 2. Parts of Act . Section 2 of the Principal Act is amended by inserting following the line "PART IV-PRIMARY PRODUCERS' CO-OPERATIVE FEDERATIONS;" the following line- "PART IVA-AMALGAM!_T'OTT °°.'ITH FOREIGN ASSOCIATION;" 5 . A : of s. 3. `^_-Jion 3 o'th== Principal Act is amended in subsection (1) by inserting following the definition "Declared law" the following definition:- "Deputy registra-"-the depil co-operative associations includes t' c : cer for the of the &pu_y .'egistrar;". of primary producers' order this Act: the term performing the functions section 4 the foil .i_ ._ )al Act is a ' )y inserting following "4A. _ Council Act. (2) Any .irected or a .horize(' ' ) be 3ne or pen-- visions f 1_a. ar and any dr ncti ies vested i_: ce ' i e::_i :-ar by this Act ma one or performed by ;puty and every act, or thing so done , ' -o :ned or _- e^.,;rcise of any func:ii or duty by the e Arar is vt:ai d and effectual as if ne, performed or exerci, ' by the registrar.".

Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 1475 7. New Part. The Principal Act is amended by inserting following Part IV the following Part:- "PART IVA-AMALGAMATION WITH FOREIGN ASSOCIATION 2 0 A. Amnal ai _ _ ion with foreign association . ( 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 Minister for approval in writing to proceed with the proposed amalgamation. (2) An application for the Minister ' s approval must- (a) be signed by the chairman and secretary of the association; (b) state the names of the association and the, foreign association which propose to amalgamate; (c) identify the declared law under which the foreign association is registered; (d) identify the law under which i t 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. (3) The Minister may specify in writing further information to be f urnished to him prior to a determination being made. (4) The Minister may, subject to such conditions as may be specified , give his approval in writin g for the proposed amalgamation to proceed if he is satisfied tliat- (a) the declared law- (i) permits the amalgamation of the association and the foreign association; (ii) , d --nits the members of the association and the i ors ign association to determine whether the _)roposed amalgamated association is to be registered under this Act or the declared law; and provides adequately for the matters prescribed in section 20D or so of them as are, in the Minister's opinion, s _i t7lcient; (b) the foreign association has complied with the provisions of the declared law with respect to the proposed amalgamation; (c) the foreign association is a co-operative association, society or organization of primary producers;

1476 Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 and (d) the proposed amalgamation is in the interests of members of the association. (5) Upon receipt of the Minister'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 Minister does not give his approval, the association may not take any steps with respect to the proposed amalgamation. (7) The Minister must notify the registrar of any grant of approval or failure to grant approval of a proposed amalgamation. 20B. Registration of amalgamated association in Queensland. (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 prescribed form to the registrar, and accompanied by- (a) a copy of the special resolution of the association; (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 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 organization 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) two 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

Primary Producers ' Co-operative Associations Act Amendment Act 1989, No. 108 1477 amalgamated association or without share capital and with unlimited liability of its members; (i) a copy of the approval in writing of the Minister 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; (1) 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; (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. 20c. Registration of amalgamated association under declared law. (1) Subject to section 20A, if an application is to be made for registration of the proposed amalgamated association under a declared law, the chairman 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). 20n. Vesting of assets and liabilities in amalgamated body. (1) Upon registration of the amalgamated association under this

1478 Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 Act or cancellation of registration of an association in accordance with section 20c (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) s it debts, moneys and claims, liquidated and I uidated that immediately before registration of :nalgamated association were due or payable to by or reeovc °able by the association and the foreign association ^.°^ -acts due and moneys payable to or by and recovwr. We by or against the amalgamated association; (c) all suits, actions and proceedings that are pending by or against the association or fore*n )c:' ation immediately prior to registration of the a a sated asso ' tion are, upon registration of the am, `.gamated 'ion, suits, ; -`ions or proceedings pending by "'ie a i dated association; ,reements, arrangements and entered into wi^ and all securities or by the ncintion or foreign and in )rce :diately prior to a -sociation are to be tr, ;nts, arrangements and and securities given association; )ciation may in C -Iti n to er r ,...edies or exerciL:i.,; r. j other y be available to it, pursue -he same . -covery .oneys and claims bsectio and for the prosecution so referred to as ociation might have o__ under this Act or a e . • ted ass, .i n . ay enforce and realise a ;h.arl i mediately prior to rc^ of t Le ated association in :°ivour of i_ssociatioi or ')reign association, and may ex-:rci"c -c-vver conferred on the association or foreign 'on by the security or charge as if the sec -- ee c. e security or charge in favour the amai ed (g all liquidated and unliquid, cl " is for which the association and the foreigi assoc' _ on would, but for registration of the amalgamates : - csociation, have

Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 1479 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 Real Property Act 1861- 1988 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, Registrar of Dealings 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, n _ or enter such note or memorial on such r nt 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' Co-operative 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' Co-operative Federation notwithstanding any contrary provision of this Act. (2) Subsection ( 1) applies to a foreign association or to an an ;a rated association formed under the declared L v to the ex" -.it mat the declared law expressly or implied'-, - -,ri 'es. (3) No fee or charge nor any duty 1894-1988 is payable in respect of the I title to any Jana niarcnnant to this sectica :r the Stamp Act registration of 2 _ (1) In this Part a reference- (,) to as - )c ion includes a reference to 2 or more association ; (b) to a fore' more for ;ociatic i ., social; ices a reference to 2 or ( c) to a ssociat ing incor registe- or est: ' (d) to <n an;-=_ated association formed by the amalgamaeia n of an € ;ociation with a foreign association being regi° '..; ' --eludes a reference to being incorporated or er : i liL :red.".

1480 Primary Producers' Co-operative Associations Act Amendment Act 1989, No. 108 8. New Section . The Principal Act is amended by inserting following section 20E the following section:- "20F. Special amalgamation . Notwithstanding any provision of this Part, the Minister may approve an amalgamation between Queensco Food Co-operative Association Limited, an association within the meaning of this Act, and Norco Co-operative Limited, a society within the meaning of the Co-operation Act 1923 (New South Wales) as amended, upon such conditions as the Minister may determine.".