Primary Producers' Co-operative Associations Acts Amendment Act of 1965 (Qld)

895 fQuunslttIT4 ANNO QUARTO DECIMO ELIZABETHAE SECUNDAE REGINAE No. 64 of 1965 An Act to Amend "The Primary Producers ' Co-operative Associations Acts, 1923 to 1%2," in certain particulars [ASSENTED TO 23RD DECEMBER, 1965] 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. (1) Sbort title . This Act may be cited as " The Primary Producers' Co-operative Associations Acts Amendment Act of 1965." (2) Principal Act. " The Primary Producers' Co-operative Associations Acts, 1923 to 1962," are in this Act referred to as the Principal Act. (3) Collective title . The Principal Act and this Act may be collectively cited as " The Primary Producers' Co-operative Associations Acts, 1923 to 1965." 2. Insertion of new s. 25A. The Principal Act is amended by inserting after section twenty-five the following section :- " [25A.] Conversion of association into company. (1) An association may by special resolution determine to apply to be registered as a company under the Companies Acts. (2) Before making any such application the association shall, by special resolution- (a) determine under what name the association shall be registered under the Companies Acts, which name may be different from the name of the association;

891 Primary Producers ' Co-op., Assns Arndt Act of J965..'vc 64 (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. An association shall not be entitled to be registered as a company under the Companies Acts under a name which includes the word co-operative ". (3) Every such memorandum of association and articles of association shall contain the particulars prescribed by and shall otherwise be in accordance with the Companies Acts. (4) An. association may apply to be registered as a company under the Companies Acts 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) of this section; (b) the association shall lodge with the Registrar of Companies- (i) an application by the association to be registered under the Companies Acts; (ii) copies of the special resolutions as aforesaid verified under the hand of the Registrar; (iii) the memorandum of association adopted for the proposed company and the articles of association ( if any); and (iv) (except where the Registrar of Companies otherwise directs) such other documents as are required by the Companies Acts to be lodged by persons desiring the incorporation of a company under those Acts. Before making the application referred to in this subsection the association shall obtain the consent of the Governor in Council. The Governor in Council may refuse consent or may grant it (in which case the grant shall be by Order in Council published in the Gazette ) and the Registrar of Companies shall not proceed as prescribed by subsection (5) of this section unless the association lodges with him a copy of the Gazette containing the Order in Council evidencing the consent of the Governor in Council. (5) The Registrar of Companies shall, subject to the Companies Acts, register the memorandum of association and articles of association (if any) and shall certify under his hand and seal that the association is on and from the date specified in the certificate registered as a company under the Companies Acts, and such registration , certificate, and memorandum of association and articles of association (if any) shall have the same operation and effect, and the provisions of the Companies Acts 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 the Companies Acts. A certificate giver, by the Registrar of Companies pursuant to this section shall be conclusive evidence that all the requirements of this section have been complied with.

Primary Producers ' Co-op., Assns Amdt Act of 1%5, No. 64 897 (6) When an association is so registered as a company it shall cease to be registered as an association under this Act and the Registrar of Companies shall give notice of the registration of the company under the Companies Acts to the Registrar. 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. (8) (a) 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. (b) In particular and without restricting the generality of paragraph (a) of this subsection 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) (a) Every security as defined in section twenty-seven of this Act 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 Companies Acts shall be deemed to be a charge created by the company on the date of the registration of the company under the Companies Acts for the unsatisfied amount secured by such security. (b) Every charge which is deemed to be such by virtue of paragraph (a) of this subsection shall- (i) without prejudice to anything contained in subsection (8) of this section, 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 Companies Acts; and (ii) (where the provisions of the Companies Acts relating to the registration of charges are applicable to such charge) be registered by the Company with the Registrar of Companies under and in accordance with those Acts. 29

898 Primary Producers ' Co-op., Assns Amdt Act of 1965, No. 64 (10) In this section the term the " Companies Acts " means " The Companies Acts, 1961 to 1964 " and includes any Act amending the same or in substitution therefor. (11) An association shall not pass a special resolution pursuant to subsection ( 1) of this section so long as the rules of the association contain any rule authorized by subsection ( 11) of section fifteen of this Act."