Australian Capital Territory Repealed Acts Australian Capital Territory Repealed ActsThis legislation has been repealed.
TABLE OF PROVISIONS
Long Title
PART 1--PRELIMINARY
Division 1.1--Introductory
1. Name of Act
3. Objects
Division 1.2--Interpretation
4. Dictionary
5. Notes
6. Qualified privilege
7. Interpretation to promote cooperative principles
Division 1.3--Cooperative principles
8. Cooperative principles
Division 1.4--Application of Corporations Act generally
9. Regulation may apply certain provisions of Corporations Act
10. Corporations Act provisions applied by this Act
11. Interpretation of applied provisions of Corporations Act
12. Implied application of regulations and other provisions of Corporations
13. Effect of amendments to applied provisions of Corporations Act
14. Effect of applied provisions of Corporations Act
Division 1.5--Application of Corporations Act—excluded matter
15. Excluded matter
PART 2--FORMATION
Division 2.1--Types of cooperatives
16. Types of cooperatives
17. Trading cooperatives
18. Non-trading cooperatives
Division 2.2--Formation meeting
19. Formation meeting
Division 2.3--Approval of disclosure statement and rules
20. Approval of disclosure statement
21. Approval of rules
Division 2.4--Registration of proposed cooperative
22. Application for registration of proposed cooperative
23. Registration of proposed cooperative and its rules
24. Incorporation of proposed cooperative and certificate of registration
Division 2.5--Registration of existing corporation
25. Existing corporation can be registered
26. Formation meeting for corporation
27. Application for registration by corporation
28. Requirements for registration of corporation
29. Certificate of registration etc on registration of corporation
30. Name of corporation registered as cooperative
31. Effect of registration of corporation
Division 2.6--Conversion of cooperative
32. Procedure for conversion
Division 2.7--General
33. Stamp duty exemption for certain cooperatives
34. Acceptance of money by proposed cooperative
35. Issue of duplicate certificate of registration
PART 3--LEGAL CAPACITY AND POWERS
Division 3.1--General powers
36. Effect of incorporation
37. Power to form companies and enter into joint ventures etc
Division 3.2--Non-application of doctrine of ultra vires
38. Definitions for div 3.2
39. Objects of div 3.2
40. Legal capacity of cooperative
41. Restrictions on cooperatives by its rules
42. Results of contravention of restriction in rules
Division 3.3--Dealings with cooperatives
43. When assumptions may be made
44. The assumptions
45. Person who knows or ought to know is not entitled to make
46. Filing of documents not to constitute constructive knowledge
47. Effect of fraud
Division 3.4--Authentication and execution of documents and confirmation of contracts
48. Common seal
49. Official seal
50. Authentication need not be under seal
51. Cooperative may authorise person to execute deed
52. Execution under seal
53. Contractual formalities
54. Other requirements about consent or sanction not affected
Division 3.5--Pre-registration contracts
56. Contracts before registration
57. Person may be released from liability but is not entitled to
58. Div 3.5 replaces other rights and liabilities
PART 4--MEMBERSHIP
Division 4.1--General
59. Becoming a member
60. Members of associations
61. Members of federations
62. Qualification for membership
63. Membership may be joint
64. Members under 18 years old
65. Representatives of corporations
66. Notification of shareholders and shareholdings
67. Circumstances in which membership ceases—all cooperatives
68. Additional circumstances in which membership ceases—cooperatives with share
69. Carrying on business with too few members
Division 4.2--Rights and liabilities of members
70. Rights of membership not exercisable until registered
71. Board to ensure name of member entered in register of members
72. Liability of members to cooperative
73. Cooperative to provide information to person intending to become a
74. Entry fees and regular subscriptions
75. Fines payable by members
76. Charge and set-off of cooperative
77. Repayment of shares on expulsion
Division 4.3--Death of member
78. Meaning of interest in div 4.3
79. Transfer of share or interest on death of member
80. Transfer of small shareholdings and interests on death
81. Value of shares and interests
82. Cooperative protected
Division 4.4--Disputes involving members
83. Grievance procedure
84. Application to Supreme Court
Division 4.5--Oppressive conduct of affairs
85. Meaning of member in div 4.5
86. Application of div 4.5
87. Who may apply for court order
88. Orders that Supreme Court may make
89. Basis on which Supreme Court makes orders
90. Winding-up need not be ordered if oppressed member would be prejudiced
91. Application of winding-up provisions
92. Changes to rules
93. Copy of order to be filed with registrar
Division 4.6--Proceedings on behalf of cooperatives
94. Bringing, or intervening in, proceedings on behalf of cooperative
95. Applying for and granting leave to bring proceedings etc
96. Substitution of someone else for person granted leave
97. Effect of ratification by members
98. Leave to discontinue proceedings brought with leave etc
99. General powers of Supreme Court about proceedings brought etc with
100. Power of Supreme Court to make costs order for proceedings brought etc with
PART 5--RULES
101. Effect of rules
102. Content of rules—generally
103. Other requirements about contents of rules etc
104. Obtaining copy of rules
105. False copies of rules
106. Model rules
107. Rules may only be altered in accordance with Act
108. Proposed alteration must be approved by registrar
109. Approval of proposed alteration by registrar
110. Alteration by special resolution
111. Alteration by resolution of board
112. Registration of alteration
113. Alteration takes effect only if registered
PART 6--ACTIVE MEMBERSHIP
Division 6.1--Interpretation
114. Meaning of primary activity
115. Who is an active member
116. What are active membership provisions and resolutions
Division 6.2--Rules to contain active membership provisions
117. Number of primary activities required
118. Rules to contain active membership provisions
119. Factors and considerations for deciding primary activities etc
120. Active membership provisions—trading cooperatives
121. Regular subscription—active membership of non-trading
Division 6.3--Active membership resolutions
122. Notice of meeting
123. Eligibility to vote on active membership resolution
124. Eligibility of directors to vote on proposal at board meeting
125. Other rights etc of members not affected by div 6.3
Division 6.4--Cancellation of membership of inactive members
126. Cancellation of membership of inactive members
127. Share to be forfeited if membership cancelled
128. Failure to cancel membership—offence by director
129. Deferral of forfeiture by board
130. Cancellation of membership prohibited in certain circumstances
131. Notice of intention to cancel membership
132. Supreme Court order against cancellation of membership
133. Repayment of amounts owing in relation to cancelled membership
134. Interest on deposits and debentures
135. Repayment of deposits and debentures
136. Register of cancelled memberships
Division 6.5--Entitlements of former members of trading cooperatives
137. Application of div 6.5
138. Former shareholders taken to be shareholders for certain purposes
139. Entitlements of former shareholders on mergers etc
140. Set off of amounts repaid etc on forfeited shares
141. Entitlement to distribution from reserves
142. Registrar may give exemptions for div 6.5
PART 7--SHARES
Division 7.1--Nature of share in cooperative
143. Nature of share
Division 7.2--Disclosure
144. Disclosure to intending shareholders
145. Last annual report to be sent with disclosure statement
146. Registrar may give exemptions for div 7.2
Division 7.3--Issue of shares in cooperative
147. Issue of shares generally
148. Minimum paid-up amount
149. Shares not to be issued at discount
150. Issue of shares at premium
151. Joint ownership of shares
152. Members may be required to take up additional shares
153. Bonus share issues to members
154. Restrictions on bonus shares
155. Notice of resolution for bonus share issue
Division 7.4--Beneficial and non-beneficial interests in shares
156. Notice of non-beneficial ownership at time of transfer
157. Notice of non-beneficial ownership not notified at time of
158. Registration as beneficial owner of shares notified as non-beneficially
159. Notification of change in nature of shareholding
160. Presumption of awareness
161. Presumption that shares held non-beneficially
162. Noting of beneficial and non-beneficial interests in register of
163. Registration as trustee etc on death of owner of shares
164. Registration as administrator of estate on incapacity of shareholder
165. Registration as official trustee in bankruptcy
166. Liabilities of person registered as trustee or administrator
167. Notice of trusts in register of members
168. No notice of trust except as provided in div 7.4
Division 7.5--Sale or transfer of shares
169. Sale or transfer of shares
170. Transfer on death of member
171. Restriction on total shareholding
172. Transfer not effective until registered
Division 7.6--Repurchase of shares
173. Purchase and repayment of shares
174. Deposit or debentures instead of payment when share repurchased
175. Cancellation of shares
PART 8--VOTING AND MEETINGS
Division 8.1--Voting entitlements
176. Application of pt 8
177. Voting
178. Voting by proxy
179. Restriction on voting entitlement under power of attorney
180. Restriction on voting by representatives of corporations
181. Inactive members not entitled to vote
182. Control of right to vote
183. Effect of disposal of shares on voting rights
184. Effect of relevant share and voting interests on voting rights
185. Rights of representatives to vote
186. Other rights etc of members not affected by ineligibility to vote
187. Vote of disentitled member to be disregarded
Division 8.2--Resolutions
188. Decisions generally to be by ordinary resolution
189. Ordinary resolutions
190. Special resolutions
191. Working out majority
192. Disallowance by registrar
193. Declaration of passing of special resolution
194. Effect of special resolution
195. Filing of special resolution
196. Decision of registrar on application to register special resolution
Division 8.3--Resolution by circulated document
197. Application of div 8.3
198. Resolution by circulation of document
Division 8.4--Postal ballots
199. Postal ballots
200. Special postal ballots
201. When special postal ballot required
202. Holding of postal ballot on requisition
203. Expenses involved in postal ballots on requisition
Division 8.5--Meetings
204. Annual general meetings
205. Special general meetings
206. Notice of meetings
207. Quorum at meetings
208. Decisions at meetings
209. Calling of general meeting on requisition
210. Minutes
PART 9--MANAGEMENT AND ADMINISTRATION OF COOPERATIVES
Division 9.1--Board
211. Board of directors
212. Election of directors
213. Qualification of directors etc
214. Disqualified people
215. Meetings of board of directors
216. Transaction of business outside meetings
217. Deputy directors
218. Delegation by board
219. Removal etc of directors
Division 9.2--Secretary
220. Cooperative to have secretary
Division 9.3--Duties and liabilities of directors, officers and employees
221. Meaning of officer in div 9.3
222. Officers to act honestly
223. Standard of care and diligence required
224. Improper use of information or position
225. Court may order payment of compensation
226. Recovery of damages by cooperative
227. Other duties and liabilities not affected
228. Indemnification of officers and auditors
229. Application of Corporations Act—officers of cooperatives
Division 9.4--Employee entitlements
230. Application of Corporations Act—entitlements of cooperative
Division 9.5--Restrictions on directors and officers
231. Directors remuneration and financial accommodation to officers
232. Financial accommodation to directors and associates
233. Restriction on directors of certain cooperatives selling land to
234. Management contracts
Division 9.6--Declaration of interests
235. Declaration of interest
236. Declarations must be recorded in minutes
237. Div 9.6 does not affect other laws or rules of cooperative
238. Certain interests need not be declared
Division 9.7--Financial statements, reports and audit
239. Meaning of control and entity for div 9.7
240. Requirements for financial records, statements and reports
241. Registrar may give exemptions for pt 9
242. Disclosure by directors
243. Protection of auditors etc
244. Financial year of cooperative
Division 9.8--Registers, records and returns
245. Registers to be kept by cooperatives
246. Location of registers
247. Inspection of registers etc
248. Use of information on registers
249. Notice of appointment etc of directors and officers
250. Annual report to be filed with registrar
251. List of members to be provided at request of registrar
252. Special return to be provided at request of registrar
Division 9.9--Name and registered office
253. Name to include certain matter
254. Use of abbreviations
255. Name to appear on business documents etc
256. Change of name of cooperative
257. Registered office of cooperative
PART 10--FUNDS AND PROPERTY
Division 10.1--Power to raise money
258. Meaning of obtaining financial accommodation in div 10.1
259. Fundraising to be in accordance with regulations
260. Limits on deposit taking
261. Members etc not required to see to application of financial
262. Registrar's directions about fundraising
263. Subordinated debt
264. Application of Corporations Act—issue of debentures
265. Disclosure statement for debentures issue
266. Approval of board for transfer of debentures
267. Application of Corporations Act—reissue of redeemed debentures
268. Compulsory loan by member to cooperative
269. Interest payable on compulsory loan
Division 10.3--Receivers and other controllers of property of cooperatives
271. Receivers and other controllers of property of cooperatives
Division 10.4--Disposal of surplus from activities
272. Keeping of surplus for benefit of cooperative
273. Application for charitable purposes or members purposes
274. Distribution of surplus or reserves to members
275. Application of surplus to other people
Division 10.5--Acquisition and disposal of assets
276. Acquisition and disposal of assets
PART 11--RESTRICTIONS ON ACQUISITION OF INTERESTS IN TRADING COOPERATIVES
Division 11.1--Restrictions on share and voting interests
277. Notice required to be given of voting interest
278. Notice required to be given of substantial share interest
279. Requirements for notices under div 11.1
280. Maximum permissible level of share interest
281. Shares to be forfeited to remedy contravention
282. Powers of board in relation to suspected contravention
283. Powers of Supreme Court in relation to contravention
284. Cooperative to tell registrar about certain high share holdings
285. Cooperative to keep register of notifiable interests
286. Unlisted companies to provide list of shareholders etc
287. Excess share interest not to affect loan liability
288. Extent of operation of div 11.1
289. Registrar may give exemptions for div 11.1
Division 11.2--Restrictions on certain share offers
290. Share offers to which div 11.2 applies
291. Requirements to be satisfied before share offer may be made
292. Some offers totally prohibited if they discriminate
293. Offers to be submitted to board first
294. Announcements of proposed takeovers affecting proposed company
295. Additional disclosure requirements for offers involving conversion to
296. Consequences of prohibited offer
297. Registrar may give exemptions for div 11.2
PART 12--MERGERS, TRANSFERS OF ENGAGEMENTS AND WINDING-UP
Division 12.1--Mergers and transfers of engagements
298. Application of div 12.1
299. Mergers and transfers of engagements of local cooperatives
300. Requirements before making application for merger etc approval
301. Disclosure statement required for div 12.1
302. Making application for merger approval etc
303. Approval of merger
304. Approval of transfer of engagements
305. Transfer of engagements by direction of registrar
Division 12.2--Transfer of registration or incorporation
306. Meaning of new body and transfer in div 12.2
307. Application for transfer of registration etc
308. Requirements before making application for transfer of registration etc
309. Transfer of registration not to impose greater liability etc
310. Effect of new certificate of registration etc
311. New body ceases to be registered as cooperative
312. New body is continuation of cooperative
313. Stamp duty on transfer of registration etc
Division 12.3--Winding-up and deregistration
314. Methods of winding-up
315. Winding-up on registrar's certificate
316. Method of deregistration
317. Application of Corporations Act—winding-up and deregistration of
318. Restrictions on voluntary winding-up
319. Beginning of members' voluntary winding-up
320. Distribution of surplus—non-trading cooperatives
321. Liquidator—vacancy may be filled by registrar
322. Review of liquidator's remuneration
323. Liability of member to contribute in winding-up where shares forfeited
Division 12.4--Administration of cooperatives
324. Application of Corporations Act—administration of cooperatives
Division 12.5--Appointment of administrator
325. Appointment of administrator
326. Effect of appointment of administrator
327. Termination of appointment of administrator
328. Expenses of administration
329. Liabilities arising from administration
330. Additional powers of registrar in relation to administration
331. Stay of proceedings on appointment of administrator
332. Administrator to report to registrar
Division 12.6--Effect of merger, transfer of engagements and transfer of incorporation
333. How div 12.6 applies to merger
334. How div 12.6 applies to transfer of engagements
335. How div 12.6 applies to transfer of incorporation
336. Effect of merger etc on assets, liabilities etc
337. Certain instruments not liable to stamp duty etc
Division 12.7--Miscellaneous
338. Application of Corporations Act—insolvent cooperatives
338A. Grounds for winding-up, transfer of engagements, appointment of
PART 13--ARRANGEMENTS AND RECONSTRUCTIONS
Division 13.1--General requirements
339. Requirements for binding compromise or arrangement
340. Supreme Court ordered meeting of creditors
341. Registrar to be given notice and opportunity to make submissions
342. Results of 2 or more meetings
343. People disqualified from administering compromise etc
344. Application of sch 4 and Corporations Act—person appointed to administer compromise
345. Copy of order to be attached to rules
346. Directors to arrange for reports in relation to compromise etc
347. Power of Supreme Court to restrain further proceedings
348. Supreme Court need not approve compromise or arrangement takeovers
Division 13.2--Explanatory statements
349. Explanatory statement required to accompany notice of meeting etc
350. Requirements for explanatory statement
351. Contravention of div 13.2—offence by cooperative etc
352. Provisions for facilitating reconstructions and mergers
Division 13.3--Acquisition of shares of dissenting shareholders
353. Definitions for div 13.3
354. Schemes and contracts to which div 13.3 applies
355. Acquisition of shares under notice to dissenting shareholder
356. Restrictions when excluded shares exceed 10%
357. Remaining shareholders may require acquisition
358. Transfer of shares in accordance with compulsory acquisition
359. Disposal of consideration for shares compulsorily acquired
Division 13.4--Miscellaneous
360. Notice of appointment of scheme manager
361. Power of Supreme Court to require reports in relation to proposed compromise
362. Effect of out-of-jurisdiction compromise or arrangement
363. Jurisdiction to be exercised in harmony with Corporations Act
364. Registrar may appear in pt 13 proceedings
PART 14--FOREIGN COOPERATIVES
Division 14.1--Introductory
365. Definitions for pt 14
366. Declaration of cooperatives laws
Division 14.2--Registration of foreign cooperatives
367. Operation of foreign cooperatives in ACT
368. What constitutes carrying on business in ACT
369. Application for registration of participating cooperative
370. Application for registration of nonparticipating cooperative
371. Registrar to approve rules of nonparticipating cooperative
372. Name of foreign cooperative
373. Registration of foreign cooperative
374. Application of Act to foreign cooperatives
375. Registrar to be told of certain changes in relation to foreign
376. Balance sheets of foreign cooperatives
377. Cessation of business by foreign cooperatives
378. Cooperative proposing to register as foreign cooperative
Division 14.3--Mergers and transfers of engagements
379. Definitions for div 14.3
380. Authority for merger or transfer of engagements
381. Requirements before application may be made
382. Disclosure statement required for certain mergers etc
383. Making application for approval of merger etc
384. Approval of merger
385. Approval of transfer of engagements
386. Effect of merger or transfer of engagements
387. Div 14.3 applies instead of certain other provisions of Act
PART 15--SUPERVISION AND PROTECTION OF COOPERATIVES
Division 15.1--Supervision and inspection
388. Definitions for div 15.1
389. Cooperative includes subsidiaries, foreign cooperatives and cooperative
390. Appointment of inspectors
391. Registrar and investigators have functions of inspectors
392. Inspector's identity card
393. Inspectors may require certain people to appear, answer questions and produce
394. Inspector's powers of entry
395. Powers of inspectors on premises entered
396. Functions of inspectors in relation to relevant documents
397. Offence—failing to comply with requirements of inspector etc
398. Self-incrimination in relation to requirements under div 15.1
399. Search warrants
400. Copies or extracts of records to be admitted in evidence
401. Client legal privilege in relation to requirements under
402. Police aid for inspectors
Division 15.2--Inquiries
403. Definitions for div 15.2
404. Appointment of investigators
405. Powers of investigators
406. Examination of involved person
407. Client legal privilege of involved person who is a lawyer
408. Offences by involved person
409. Offences relating to documents
410. Record of examination
411. Report of investigator
412. Proceedings following inquiry
413. Admission of investigator's report as evidence
414. Costs of inquiry
Division 15.3--Prevention of fraud and certain other conduct
415. Falsification of records
416. Fraud or misappropriation
417. Offering or paying commission
418. Accepting commission
419. False statements in loan application etc
Division 15.4--Miscellaneous powers of registrar
420. Application for special meeting or inquiry
421. Holding of special meeting
422. Expenses of special meeting or inquiry
423. Power to hold special inquiry into cooperative
424. Special meeting following inquiry
425. Information and evidence
426. Extension or shortening of time
427. Power of registrar to intervene in proceedings
PART 16--ADMINISTRATION OF ACT
Division 16.1--Registrar
428. Appointment of registrar
429. Registrar's functions
430. Deputy registrar and other staff
431. Delegation by registrar
432. Register of cooperatives
433. Keeping of registers etc
434. Disposal of records by registrar
435. Inspection of cooperatives register etc
436. Approvals by registrar
437. Filing of documents
438. Method of filing
439. Power of registrar to refuse to register or reject documents
Division 16.2--Evidence
440. Certificate of registration
441. Certificate evidence
442. Records kept by cooperatives
443. Minutes
444. Official certificates
445. Evidence of rules
446. Evidence of particulars in certain registers
PART 17--OFFENCES AND PROCEEDINGS
447. Offences by officers of cooperatives
448. Notice to be given of finding of guilt for offence
449. Secrecy
451. Use of word cooperative etc
451A. Contravention of s 451
452. Further offence for continuing failure to do required act
453. Civil remedies
454. Injunctions
455. Proceedings for recovery of fines etc under cooperative rules
PART 18--NOTIFICATION AND REVIEW OF DECISIONS
456. Meaning of reviewable decision—pt 18
457. Reviewable decision notices
458. Applications for review
PART 19--MISCELLANEOUS
459. Exemption from stamp duty for certain instruments
460. Cooperative ceasing to exist
461. Service of documents on foreign cooperative
462. Service on member of cooperative
463. Reciprocal arrangements
464. Translations of documents
465. Determination of fees
466. Approved forms
467. Guidelines about exercise of registrar's functions
468. References to Co-operatives Societies Act etc
469. Regulation-making power
SCHEDULE 1
SCHEDULE 2
SCHEDULE 4
SCHEDULE 5
DICTIONARY
ENDNOTES