Co-operatives Regulations 2008
i
Co-operatives Regulations 2008
S.R. No. 133/2008
TABLE OF PROVISIONS
Regulation Page
PART 1—PRELIMINARY 1
1 Objectives 1
2 Authorising provision 2
3 Revocation 2
4 Definition 2
5 Documents exempted from definition of debenture 2
PART 2—RULES 4
6 Maximum fine that may be imposed on a member 4
PART 3—ACTIVE MEMBERSHIP 5
7 Factors and considerations for determining primary activities 5
8 Register of cancelled memberships 6
PART 4—SHARES AND VOTING 7
9 Notice in respect of bonus shares—prescribed persons 7
10 Postal ballots 7
PART 5—MANAGEMENT AND ADMINISTRATION OF
CO-OPERATIVES 8
11 Prescribed authorities 8
12 Registers to be kept by co-operatives 8
13 Inspection of registers etc. 9
14 Notice of appointment etc. of directors and officers 10
15 Annual report 11
16 Advertising change of name of co-operative 12
PART 6—FUNDS AND PROPERTY 13
17 Restrictions on deposit taking 13
18 Compulsory loan by member to co-operative—prescribed term 14
19 Limited dividend 15
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PART 7—RESTRICTIONS ON THE ACQUISITION OF
INTERESTS IN CO-OPERATIVES 16
20 Notice of relevant interest in a member's right to vote 16
21 Notice of substantial share interest 16
22 Notice of change in substantial share interest 18
23 Notice of cessation of substantial share interest 20
PART 8—MERGER, TRANSFER OF ENGAGEMENTS AND
WINDING UP 22
24 Application for registration or incorporation under another law 22
25 Security to be given by liquidator 22
PART 9—ARRANGEMENTS AND RECONSTRUCTIONS 23
26 Explanatory statements 23
27 Compulsory acquisition notice 23
28 Notice to remaining shareholders 23
PART 10—SUPERVISION AND PROTECTION OF
CO-OPERATIVES 24
29 Notice to appear, answer questions and produce documents 24
30 Investigator's notice to involved person 24
31 Examination of involved person—allowance and expenses 24
PART 11—REGISTER 26
32 Inspection of Register 26
PART 12—INFRINGEMENTS 28
33 Infringement penalties 28
PART 13—THE SCHEDULES TO THE ACT 29
34 Minimum number of shares to be subscribed for 29
35 Charges required to be registered 29
36 Inspection of register of charges 30
37 Copies of register of charges 30
PART 14—FEES 31
38 Application or submission for approval of disclosure statement 31
39 Submission for approval of proposed rules 31
40 Issue of duplicate certificate 31
41 Application for Registrar's certificate 31
42 Application for registration of proposed co-operative 31
43 Application for Registrar's consent or permission 32
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44 Copies of documents and entries in the Register 32
45 Submission for approval of alteration of rules 32
46 Application for certificate of registration of rule alteration 32
47 Application for exemption 33
48 Application for direction 33
49 Application for review of entitlement to vote 33
50 Lodgment of special resolution 33
51 Applications for approval 33
52 Lodgment of annual report 34
53 Fees for inspecting registers 34
54 Applications for extension or abridgement of time 34
55 Submission for approval of terms of issue 34
56 Waiver of fees 34
57 Expiry 35
__________________
SCHEDULES 36
SCHEDULE 1—Particulars to be Included in Registers 36
1 Register of members, directors and shares 36
2 Register of loans to, securities given by, debentures issued by
and deposits received by a co-operative 37
3 Register of names of persons who have given loans or deposits
to or hold securities or debentures given or issued by a
co-operative 39
4 Register of loans made by or guaranteed by a co-operative
and of any securities taken by a co-operative 40
5 Register of memberships cancelled under Part 6 of the Act 42
6 Register of fixed assets 43
7 Register of subordinated debt 44
8 Register of CCUs 44
SCHEDULE 2—Postal Ballots 46
1 Ballots 46
2 Returning officers 46
3 Preparation of the voting roll and the ballot papers 46
4 Duplicate ballot papers 47
5 Voting 48
6 Safe keeping of ballot papers 48
7 Counting of the votes 48
8 Statement by returning officer 50
9 Notification of the result of the ballot 50
10 Retention of ballot papers 51
Form 1—Postal Ballot 52
Form 2—Member Details 53
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SCHEDULE 3—Prescribed Information for Explanatory
Statements 54
1 Definitions 54
2 Prescribed information relating to proposed compromise or
arrangement with creditors or class of creditors 54
3 Prescribed information relating to proposed compromise or
arrangement with members or a class of members 56
SCHEDULE 4—Compulsory Acquisition Notice 60
SCHEDULE 5—Notice to Remaining Shareholder 62
SCHEDULE 6—Notice Requiring Production of Documents or
Appearance to Answer Questions 64
SCHEDULE 7—Notice to Produce Documents, Give Assistance or
to Appear for Examination at Inquiry 65
SCHEDULE 8—Prescribed Infringement Penalties 66
═══════════════
ENDNOTES 68
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1
STATUTORY RULES 2008
S.R. No. 133/2008
Co-operatives Act 1996
Co-operatives Regulations 2008
The Governor in Council makes the following Regulations:
Dated: 11 November 2008
Responsible Minister:
TONY ROBINSON
Minister for Consumer Affairs
RYAN HEATH
Clerk of the Executive Council
PART 1—PRELIMINARY
1 Objectives
The objectives of these Regulations are—
(a) to specify matters relating to the operation,
management and administration of
co-operatives;
(b) to prescribe certain forms and procedures
relating to co-operatives, and the particulars
to be included in forms;
(c) to specify the content of registers required to
be kept by co-operatives;
(d) to prescribe fees and infringements for the
purposes of the Co-operatives Act 1996;
(e) to prescribe other matters that are required or
necessary to give effect to the Co-operatives
Act 1996.
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2 Authorising provision
These Regulations are made under section 463 of
the Co-operatives Act 1996.
3 Revocation
The following Regulations are revoked—
(a) the Co-operatives (Fees) Regulations 2003 1 ;
and
(b) the Co-operatives (Infringement Penalties
Amendment) Regulations 2007 2 .
4 Definition
In these Regulations the Act means the
Co-operatives Act 1996.
5 Documents exempted from definition of debenture
For the purposes of section 4 of the Act, the
following classes of documents are exempt from
the definition of debenture—
(a) a passbook or other document—
(i) that contains all or some of the terms
and conditions pursuant to which
deposits are accepted by, or withdrawn
from, a co-operative; and
(ii) that acknowledges the receipt of a
deposit with a co-operative; and
(iii) that enables further deposits to be made
at any time adding to the balance of an
existing deposit; and
(iv) that enables the withdrawal of the
whole or part of the balance of a
deposit, whether at call or on the giving
of a fixed period of notice; and
(v) that acknowledges the amount of the
withdrawal and the balance remaining;
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(b) a document acknowledging a debt incurred
by a co-operative—
(i) in the ordinary course of carrying on so
much of a business as neither
comprises, nor forms part of, a business
of borrowing money and providing
finance; and
(ii) in respect of money that is or may be
deposited with or lent to the
co-operative by a person in the ordinary
course of a business carried on by the
co-operative;
(c) a document that is issued by a company and
that constitutes evidence of a debt owed by
the company to a co-operative that is a
holding company (within the meaning of the
Corporations Act) of the company;
(d) a document that is issued by a co-operative
and that constitutes evidence of a debt owed
by the co-operative to a body corporate that
is a subsidiary of the co-operative.
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Part 2—Rules
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PART 2—RULES
6 Maximum fine that may be imposed on a member
For the purposes of section 107(7) of the Act, the
maximum fine that may be fixed by the rules of a
co-operative is—
(a) in the case of a trading co-operative—
10 penalty units;
(b) in the case of a non-trading co-operative—
1 penalty unit.
__________________
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Part 3—Active Membership
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PART 3—ACTIVE MEMBERSHIP
7 Factors and considerations for determining primary
activities
(1) For the purposes of section 124(2)(c) of the Act,
the following factors and considerations are
relevant in determining under section 124(1)(a) of
the Act which of the activities of the co-operative
are its primary activities—
(a) in the case of a co-operative whose activities
include the provision of a taxi radio network
facility, whether the co-operative actually
carries out that activity;
(b) in the case of a co-operative whose activities
include the disposal of produce or livestock
on behalf of its members, whether the
co-operative actually carries out that activity;
(c) in the case of a co-operative whose activities
include the acquisition of particular goods or
services for its members, whether the
co-operative actually carries out that activity.
(2) For the purposes of section 124(3) of the Act, the
following matters may be taken into account in
determining whether an activity makes a
significant contribution to the business of the
co-operative—
(a) if the activity contributes at least 10 per cent
of the co-operative's—
(i) turnover; or
(ii) income; or
(iii) expenses; or
(iv) surplus; or
(v) business; or
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(b) if the failure by the co-operative to conduct
that activity would result in a reduction of
10 per cent or more in the business
conducted by the co-operative.
8 Register of cancelled memberships
For the purposes of section 141 of the Act, a
register of cancelled memberships must specify
the particulars set out in clause 5 of Schedule 1.
__________________
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PART 4—SHARES AND VOTING
9 Notice in respect of bonus shares—prescribed
persons
For the purposes of section 158(c) of the Act, a
prescribed person is—
(a) in relation to the valuation of land, a person
who carries on the business of valuing land;
and
(b) in relation to the valuation of any other kind
of assets, a person who carries on the
business of valuing assets of that kind.
10 Postal ballots
For the purposes of section 199 of the Act, a
postal ballot must be conducted in accordance
with Schedule 2.
__________________
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PART 5—MANAGEMENT AND ADMINISTRATION OF
CO-OPERATIVES
11 Prescribed authorities
For the purposes of section 214(3) of the Act,
each of the following authorities is a prescribed
authority—
(a) the Governor of the prison in Victoria in
which the person was detained in custody on
the date of release;
(b) the Commissioner of Corrective Services in
New South Wales;
(c) the general manager of the prison in
Queensland in which the person was
detained in custody on the date of release;
(d) the Executive Director of the Prisons
Division of the Department of Justice of
Western Australia;
(e) the Executive Director of the Prisons
Division of the Department of Justice of
South Australia;
(f) the Director of Prisons in Tasmania;
(g) the Director of Correctional Services of the
Northern Territory.
12 Registers to be kept by co-operatives
(1) The registers that a co-operative is required to
keep under section 244 of the Act must—
(a) be kept in written or electronic form; and
(b) contain the particulars specified in
Schedule 1.
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(2) A register may include—
(a) any document in the English language in
which the required particulars are recorded;
and
(b) any disc, tape, soundtrack or other device in
which the required particulars are recorded,
so long as they are capable (with or without
the aid of some other equipment) of being
reproduced in a document in the English
language.
(3) For the purposes of section 244(1)(g) of the Act, a
co-operative must keep—
(a) a register of fixed assets containing the
particulars specified in clause 6 of
Schedule 1; and
(b) a register of subordinated debt containing the
particulars specified in clause 7 of
Schedule 1.
13 Inspection of registers etc.
(1) For the purposes of section 246(1)(g) of the Act,
the following registers are to be open for
inspection—
(a) the register of loans made by or guaranteed
by the co-operative, and of any securities
taken by the co-operative, required to be kept
under section 244(1)(d) of the Act; and
(b) the register of memberships cancelled under
Part 6 of the Act required to be kept under
section 244(1)(e) of the Act; and
(c) the register of subordinated debt required to
be kept under regulation 12(3)(b); and
(d) the register of notifiable interests required to
be kept under section 285 of the Act.
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(2) For the purposes of section 246(7) of the Act, the
following documents are prescribed—
(a) a copy of the Act and these regulations;
(b) a copy of the rules of the co-operative;
(c) a copy of the last annual report of the
co-operative under section 249 of the Act.
14 Notice of appointment etc. of directors and officers
For the purposes of section 248(2)(c) of the Act,
the prescribed particulars are—
(a) the name of the co-operative or subsidiary;
and
(b) the name and position of the person giving
notice of the appointment or cessation of
appointment; and
(c) in respect of any person being appointed to
act as a director, principal executive officer
or secretary—
(i) full name (family and given names);
and
(ii) any former names; and
(iii) address; and
(iv) date and place of birth; and
(v) office held and date appointed; and
(d) in respect of any person ceasing to hold that
office—
(i) full name; and
(ii) date and place of birth; and
(iii) office held and date appointment
ceased.
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15 Annual report
For the purposes of section 249(1)(e) of the Act,
the prescribed particulars are—
(a) the name of the co-operative; and
(b) the address of the registered office of the
co-operative; and
(c) the name, address and position of the person
sending the annual report to the Registrar;
and
(d) the date of the report; and
(e) the number of persons employed by the
co-operative—
(i) full-time; and
(ii) part-time;
as at the end of the previous financial year;
and
(f) the number of persons who performed
voluntary services for the co-operative
during the financial year; and
(g) the number of members in the co-operative;
and
(h) the number of shares forfeited under Part 6
of the Act during the previous financial year;
and
(i) the number of memberships cancelled under
Part 6 of the Act during the previous
financial year.
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16 Advertising change of name of co-operative
For the purposes of section 255(2) of the Act, the
prescribed manner of advertising the change of
name of a co-operative is for the co-operative to
cause the change of name to be advertised in at
least one newspaper circulating in the locality or
localities in which the co-operative carries on
business within 28 days after the change of name
has been registered by the Registrar.
__________________
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Part 6—Funds and Property
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PART 6—FUNDS AND PROPERTY
17 Restrictions on deposit taking
(1) This regulation applies to a co-operative that is a
deposit-taking co-operative.
(2) A deposit-taking co-operative must not accept
money on deposit from persons other than its
members and employees.
(3) Subregulation (2) does not apply to a person who
had a deposit or deposits with a deposit-taking
co-operative prior to 1 October 1997 for as long as
the person continues to be a depositor with that
co-operative.
(4) A deposit-taking co-operative must provide a
depositor with a copy of a current disclosure
statement prior to the first deposit made by the
depositor and, thereafter, at least once in each
period of 12 months.
(5) A current disclosure statement is a disclosure
statement that—
(a) has been submitted to and registered by the
Registrar; and
(b) has not, within 23 days after the date on
which it was submitted to the Registrar, been
the subject of a direction by the Registrar
under section 261 of the Act; and
(c) complies with any direction given by the
Registrar; and
(d) complies with any conditions imposed by the
Registrar under subregulation (7); and
(e) is not more than 12 months old.
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(6) A disclosure statement that is submitted to the
Registrar under subregulation (5) must contain—
(a) a statement of the assets and liabilities of the
co-operative; and
(b) a statement of the financial position of the
co-operative; and
(c) a profit and loss statement for the
co-operative; and
(d) such other information as the Registrar
directs.
(7) The Registrar may register a disclosure statement
submitted under this regulation with or without
conditions.
(8) The Registrar may require a deposit-taking
co-operative to give to a depositor, within such
time as the Registrar may determine, a document
of a kind referred to in subregulation (6)(a).
(9) This regulation does not apply to the acceptance
by a co-operative of a deposit of money in
connection with the issue by the co-operative of
debentures.
(10) This regulation does not apply to the acceptance
by a co-operative of a deposit of money in
connection with goods or services to be supplied
by the co-operative in the ordinary course of
business.
18 Compulsory loan by member to co-operative—
prescribed term
For the purposes of section 267(2) of the Act, the
prescribed term is 10 years.
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19 Limited dividend
For the purposes of section 273(3) of the Act, the
prescribed amount is 20 cents per dollar invested
in the shares of the co-operative.
__________________
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PART 7—RESTRICTIONS ON THE ACQUISITION OF
INTERESTS IN CO-OPERATIVES
20 Notice of relevant interest in a member's right to
vote
For the purposes of section 279 of the Act, the
prescribed particulars to be specified when giving
notice of having or ceasing to have a relevant
interest in the right to vote of a member of a
co-operative are as follows—
(a) the name of the co-operative to whom notice
is being given;
(b) the full name and address of the person
giving notice;
(c) the date on which the relevant interest was
acquired or ceased;
(d) the name of the member whose right to vote
was so affected;
(e) the date of giving notice.
21 Notice of substantial share interest
For the purposes of section 279 of the Act, the
prescribed particulars to be specified when giving
notice of a substantial share interest are as
follows—
(a) the name of the co-operative to whom notice
is being given;
(b) the full name and address of the person
giving notice;
(c) the date on which the substantial share
interest was acquired;
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(d) in respect of each holder of a substantial
share interest—
(i) the name and address of the holder;
(ii) the number and description of the
shares in which each substantial share
interest is held;
(iii) the name and address of each person
registered as the holder of the shares in
which the substantial share interest is
held;
(iv) the name and address of each person
entitled to become registered as the
holder of the shares in which the
substantial share interest is held;
(v) the date of each acquisition of a
substantial share interest within the
previous 12 months and the number of
shares acquired at that date (if any);
(vi) the valuable consideration for each
acquisition in the previous 12 months,
including the nature of any part that did
not consist of money;
(vii) the total number of shares in which the
holder has a substantial interest;
(e) particulars of any contract, scheme,
arrangement or other circumstance by reason
of which the holder of the substantial share
interest acquired the substantial share interest
(not including interests acquired more than
12 months previously) where the holder has,
throughout the period of 12 months
immediately preceding the date of the notice,
been the registered shareholder of those
shares;
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(f) particulars of the nature of the substantial
share interest;
(g) particulars of any qualification of the power
of a person to exercise, control the exercise
of, or influence the exercise of, the voting
powers of the relevant shares;
(h) particulars of any additional benefit that any
person from whom a substantial share
interest was acquired has, or may, become
entitled to receive, whether on the happening
of a contingency or not, in relation to that
acquisition, other than the valuable
consideration referred to in paragraph (d)
above;
(i) the date on which notice is given.
22 Notice of change in substantial share interest
For the purposes of section 279 of the Act, the
prescribed particulars to be specified when giving
notice of a change in a substantial share interest
are as follows—
(a) the name of the co-operative to whom notice
is being given;
(b) the full name and address of the person
giving notice;
(c) the following particulars applicable before
the change—
(i) the name and address of the holder of
the substantial share interest;
(ii) the number and description of the
shares in which the substantial share
interest was held;
(iii) the name and address of the person
registered as the holder of the shares;
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(iv) the name and address of the person
entitled to become registered as the
holder of the shares;
(v) the total number of shares in which the
holder of the substantial share interest
held the substantial share interest;
(d) the following particulars relating to the
change—
(i) the date of the change in the substantial
share interest;
(ii) particulars of the valuable consideration
given in relation to the change,
including the nature of that part (if any)
that did not consist of money;
(iii) particulars of any contract, scheme,
arrangement or other circumstance by
reason of which the change in the
substantial share interest occurred;
(iv) particulars of any qualification of the
power of a person to exercise, control
the exercise of, or influence the
exercise of, the voting powers of those
shares in which the substantial share
interest in which the change occurred is
held;
(v) particulars of any additional benefit that
a person has, or may, become entitled
to receive, whether upon the happening
of a contingency or not, as a
consequence of a change in a
substantial share interest;
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(e) the following particulars applicable after the
change—
(i) the name and address of the holder of
the substantial share interest;
(ii) the number and description of the
shares in which the substantial share
interest is held;
(iii) the name and address of the person
entitled to become registered as the
holder of the shares;
(f) the date on which notice is given.
23 Notice of cessation of substantial share interest
For the purposes of section 279 of the Act, the
prescribed particulars to be specified when giving
notice of a cessation of a substantial share interest
in a co-operative are as follows—
(a) the name of the co-operative to whom notice
is being given;
(b) the name and address of the person giving
notice;
(c) the name and address of the person ceasing
to have a substantial share interest in the
co-operative;
(d) the date on which the person ceased to have
a substantial share interest in the
co-operative;
(e) details of any agreement or other
circumstances because of which the person
ceased to hold a substantial share interest in
the co-operative;
(f) in relation to each change in a substantial
share interest of the person since the person
was last required to give notice of such a
change to the co-operative—
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(i) the date of the change;
(ii) the nature of the change;
(iii) the consideration given in relation to
the change;
(iv) the class and number of shares affected
by the change;
(g) the date on which notice is given.
__________________
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Part 8—Merger, Transfer of Engagements and Winding Up
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PART 8—MERGER, TRANSFER OF ENGAGEMENTS AND
WINDING UP
24 Application for registration or incorporation under
another law
For the purposes of section 306(g) of the Act, the
Corporations (Aboriginal and Torres Strait
Islander) Act 2006 of the Commonwealth is a
prescribed law.
25 Security to be given by liquidator
For the purposes of section 315(6) of the Act, the
security a liquidator must give is $50 000 in the
form of—
(a) cash; or
(b) a cheque drawn on an ADI; or
(c) a certificate of deposit issued by an ADI; or
(d) a debenture or security that is guaranteed by
the Government of a State or Territory or by
the Government of the Commonwealth; or
(e) a surety issued by an ADI or a body
corporate authorised to carry on insurance
business under the Insurance Act 1973 of the
Commonwealth.
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PART 9—ARRANGEMENTS AND RECONSTRUCTIONS
26 Explanatory statements
For the purposes of sections 341(2)(b)(i) and
349(3)(b)(i) of the Act, the prescribed information
which must be included in a draft explanatory
statement or explanatory statement (as the case
may be) is set out in Schedule 3.
27 Compulsory acquisition notice
For the purposes of section 355 of the Act, a
compulsory acquisition notice must be in the form
of Schedule 4.
28 Notice to remaining shareholders
For the purposes of section 357(1)(a) of the Act, a
notice to a remaining shareholder must be in the
form of Schedule 5.
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PART 10—SUPERVISION AND PROTECTION OF
CO-OPERATIVES
29 Notice to appear, answer questions and produce
documents
For the purposes of section 393 of the Act, a
notice must be in the form of Schedule 6.
30 Investigator's notice to involved person
For the purposes of section 405 of the Act, a
notice must be in the form set out in Schedule 7.
31 Examination of involved person—allowance and
expenses
For the purposes of section 406(4) of the Act, the
prescribed expenses to which an involved person
is entitled are—
(a) for persons ordinarily receiving wages,
salary, remuneration or fees, for each hour,
or part of an hour, of attendance, the amount
of wages, salary, remuneration or fees
actually lost because of the person's
attendance, but not exceeding $217 per day;
(b) in any other case, the actual expenditure
incurred (other than expenses under
paragraphs (c) and (d)), but not exceeding
$59 for any one day;
(c) for travelling expenses to and from a
person's usual place of residence or business
and the place of attendance—
(i) the amount actually paid; or
(ii) an amount calculated at 18 cents per
kilometre travelled—
whichever is the lesser;
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(d) for accommodation and meals, if a person is
required to be absent over night from the
person's usual place of residence—
(i) the amount actually paid; or
(ii) an amount not exceeding $150 for any
one night—
whichever is the lesser.
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PART 11—REGISTER
32 Inspection of Register
For the purposes of section 435(1)(b) of the Act,
the following are prescribed documents—
(a) documents lodged with or otherwise held by
the Registrar under sections 18 or 112 of the
Act;
(b) documents lodged with the Registrar under
section 197 of the Act;
(c) documents lodged with the Registrar under
section 248 of the Act;
(d) documents lodged with the Registrar under
section 249 of the Act;
(e) documents lodged with the Registrar under
section 256(3) of the Act;
(f) copies of certificates of registration issued by
the Registrar under section 21 or 26 of the
Act;
(g) disclosure statements submitted to the
Registrar under section 17, 155, 200, 264,
267, 301 or 387D of the Act or
regulation 17;
(h) disclosure documents lodged with the
Registrar under Part 6D.2 of the
Corporations Act (as applied by section 263
of the Act);
(i) documents lodged with the Registrar under
Part 5.3A of the Corporations Act (as applied
by section 323 of the Act);
(j) notices lodged with the Registrar under
section 371 of the Act and documents lodged
with the Registrar under section 381 of the
Act;
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(k) documents evidencing exemptions granted
by the Registrar under section 147, 239, 263,
275, 289, 297, 301, 307, 317 or 387D of the
Act, or under clause 44 of Schedule 3 to the
Act;
(l) documents evidencing consent or permission
given by the Registrar under section 77, 300,
341, 387C or 460 of the Act;
(m) documents lodged with the Registrar under
Schedule 3 to the Act that create or evidence
a charge, or the complete or partial
satisfaction of a charge;
(n) documents lodged with the Registrar under
clause 18 of Schedule 4 to the Act;
(o) documents lodged with the Registrar under
clause 23 of Schedule 4 to the Act.
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PART 12—INFRINGEMENTS
33 Infringement penalties
(1) For the purposes of section 456B(2) of the Act,
the prescribed infringement penalty for an offence
against a provision specified in Column 2 of
Schedule 8 is the amount specified in Column 4 of
Schedule 8 in respect of that provision.
(2) A description of an offence in Column 3 of
Schedule 8 is not to be taken to affect—
(a) the nature or elements of the offence to
which the description refers; or
(b) the operation of these Regulations.
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PART 13—THE SCHEDULES TO THE ACT
34 Minimum number of shares to be subscribed for
For the purposes of item 9 of clause 2 of
Schedule 1 to the Act, the rules of a co-operative
with a share capital must make provision for—
(a) the minimum number of shares to which a
member of the co-operative must subscribe;
and
(b) the manner in which the minimum number
may be determined, which may be by
reference to the use made by the member of
the co-operative.
35 Charges required to be registered
For the purposes of clause 8 of Schedule 3 to the
Act, each of the following laws is a prescribed law
of a State or Territory—
(a) Part 2 (Agricultural goods mortgages) of the
Security Interests in Goods Act 2005 of New
South Wales;
(b) Parts 7 and 8 of the Instruments Act 1958
of Victoria;
(c) Part 2 (to the extent to which it relates to the
registration of stock mortgages, liens on
crops and liens on wool) and Part 4 of the
Bills of Sale and Other Instruments Act 1955
of Queensland;
(d) Liens on Crops of Sugar Cane Act 1931 of
Queensland;
(e) sections 7 and 8 and Parts 9, 10 and 11 of the
Bills of Sale Act 1899 of Western Australia;
(f) Liens on Fruit Act 1923 of South Australia;
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(g) Stock Mortgages and Wool Liens Act 1924
of South Australia;
(h) section 36 of the Bills of Sale Act 1900 of
Tasmania;
(i) Stock, Wool, and Crop Mortgages Act 1930
of Tasmania;
(j) Parts 4 and 5 of the Instruments Act 1933 of
the Australian Capital Territory;
(k) Instruments Act of the Northern Territory.
36 Inspection of register of charges
For the purposes of clause 41(3)(b) of Schedule 3
to the Act, the prescribed amount is $10.
37 Copies of register of charges
For the purposes of clause 41(5)(a) of Schedule 3
to the Act, the prescribed amount is $1 per page,
to a maximum of $20.
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PART 14—FEES
38 Application or submission for approval of disclosure
statement
An application or submission to the Registrar for
the approval of a disclosure statement under
section 17, 155, 200, 264, 267, 301(2) or 387D of
the Act must be accompanied by a fee of 25 fee
units.
39 Submission for approval of proposed rules
A submission to the Registrar for the approval of
proposed rules under section 18 of the Act must—
(a) if the proposed rules adopt the model rules,
be accompanied by a fee of 12⋅5 fee units; or
(b) if the proposed rules contain any alteration
from the model rules, be accompanied by a
fee of 15 fee units.
40 Issue of duplicate certificate
The prescribed fee for the purposes of section 35
of the Act is 4 fee units.
41 Application for Registrar's certificate
An application to the Registrar for a certificate
under section 66(2) of the Act must be
accompanied by a fee of 4 fee units.
42 Application for registration of proposed
co-operative
The prescribed fee for the purposes of section 19
and section 24 of the Act is 12⋅5 fee units.
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43 Application for Registrar's consent or permission
An application to the Registrar for his or her
consent or permission under section 77(2), 300(2),
341(1), 387C or 460(2) of the Act must be
accompanied by a fee of 7⋅5 fee units.
44 Copies of documents and entries in the Register
(1) The prescribed fee for the purposes of section
435(1)(c) of the Act is 2 fee units for the first page
and $3 for each page after the first page up to a
maximum fee of 7⋅5 fee units.
(2) The prescribed fees for the purposes of sections
108(3) and 435(1)(d) of the Act are—
(a) 1 fee unit for the first page and $2 for each
page after the first page up to a maximum fee
of 5 fee units; or
(b) 1⋅5 fee units for each document if the
document is provided electronically.
(3) The prescribed fees under subregulation (2) are
the maximum fees payable for the purposes of
section 246(5) of the Act.
45 Submission for approval of alteration of rules
A submission to the Registrar for approval of a
proposed alteration of the rules of a co-operative
under section 112 of the Act must be accompanied
by a fee of 1⋅5 fee units per rule up to a maximum
of 15 fee units.
46 Application for certificate of registration of rule
alteration
An application to the Registrar for a certificate of
an alteration of the rules of a co-operative under
section 115(4) of the Act must be accompanied by
a fee of 4 fee units.
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47 Application for exemption
An application to the Registrar for an exemption
under section 147, 239, 263(4), 275, 289, 297,
301(4), 307(3), 317(2) or 387D(4) of the Act or
clause 44 of Schedule 3 to the Act must be
accompanied by a fee of 25 fee units.
48 Application for direction
An application to the Registrar for a direction
under section 343(1)(f) of the Act or clause 3(1)(f)
of Schedule 4 to the Act must be accompanied by
a fee of 25 fee units.
49 Application for review of entitlement to vote
An application to the Registrar for a review under
section 186(2) of the Act must be accompanied by
a fee of 25 fee units.
50 Lodgment of special resolution
The prescribed fee for the purposes of section 197
of the Act is 5 fee units.
51 Applications for approval
(1) An application to the Registrar for his or her
approval under section 253(e) of the Act must be
accompanied by a fee of 4 fee units.
(2) An application to the Registrar for his or her
approval under section 280(5), section 291,
section 302, or section 387E of the Act must be
accompanied by a fee of 25 fee units.
(3) An application to the Registrar for his or her
approval under section 350(1) of the Act must be
accompanied by a fee of 50 fee units.
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52 Lodgment of annual report
An annual report lodged with the Registrar under
section 249 of the Act must be accompanied by a
fee of 4 fee units.
53 Fees for inspecting registers
(1) The maximum fee that can be charged by a
co-operative for an inspection of a register of
notifiable interests under section 285(3)(b) of the
Act is 4 fee units.
(2) The prescribed fee for the purposes of section
435(1)(a) or section 435(1)(b) of the Act or clause
12(3)(b) of Schedule 4 to the Act is 1⋅2 fee units.
54 Applications for extension or abridgement of time
(1) An application to the Registrar under section
293(5) of the Act or clause 20(3)(c) of Schedule 3
to the Act for an extension of time must be
accompanied by a fee of 5 fee units.
(2) An application to the Registrar under section 426
of the Act for an extension or abridgment of time
must be accompanied by a fee of 5 fee units.
55 Submission for approval of terms of issue
A submission to the Registrar for approval of
terms of issue of CCUs under section 268F(1) of
the Act must be accompanied by a fee of 25 fee
units.
56 Waiver of fees
The Registrar may waive, reduce or refund any
fee payable under the Act or the Regulations by—
(a) a co-operative that, in the opinion of the
Registrar, is constituted primarily for a
charitable purpose; or
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(b) a co-operative that, in the opinion of the
Registrar, is constituted primarily for the
purpose of advancing the welfare of a class
of disadvantaged persons—
if, in the opinion of the Registrar, there are special
circumstances that justify payment being waived,
reduced or refunded.
57 Expiry
These Regulations expire on 28 September 2012.
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SCHEDULES
SCHEDULE 1
Regulations 8 and 12
PARTICULARS TO BE INCLUDED IN REGISTERS
1 Register of members, directors and shares
(1) The register of members, directors and shares of a
co-operative must contain the following
particulars for each member—
(a) the name and address of each member;
(b) the date on which each member was
admitted to the co-operative;
(c) if the co-operative has share capital, a
statement in respect of each member by
whom shares are held of—
(i) the number of shares held beneficially
and non-beneficially; and
(ii) the identifying number of each share
held (if applicable); and
(iii) the date on which the shares were
allotted; and
(iv) the amount paid or agreed to be
considered as having been paid on the
shares;
(d) if applicable, the date of and circumstances
under which the member's membership
ceased;
(e) if shares are purchased under section 176(1)
of the Act, a statement of the number of
shares purchased and the date on which the
shares were purchased;
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(f) if shares are forfeited under section 281 of
the Act, a statement of the number of shares
forfeited and the date on which forfeiture
was effected;
(g) if there is a conversion to a co-operative
without share capital, the date of the
repayment of the share capital or the date of
disposal and the name and address of the
person or body to whom the share capital
was repaid.
(2) The register of members, directors and shares of a
co-operative must contain the following
particulars for each director—
(a) the name, any former names, date and place
of birth, and address of each director;
(b) the date the director was elected or
appointed;
(c) whether the director is a non-member
director;
(d) the date of termination of office
(if applicable);
(e) the mode of termination of office
(if applicable).
2 Register of loans to, securities given by, debentures
issued by and deposits received by a co-operative
(1) The register of loans to, securities given by,
debentures issued by and deposits received by a
co-operative is required to contain the following
particulars for each loan—
(a) the name of the person by whom the loan is
made;
(b) the amount of the loan;
(c) the date on which the loan was received by
the co-operative;
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(d) a reference identifying the account created
for the loan;
(e) the date of each payment made in relation to
the loan and the amount of each payment so
made;
(f) if the loan is secured by way of mortgage of
real property, the address and particulars of
title of the property and a reference
identifying the mortgage agreement;
(g) if the loan is secured otherwise than by way
of a mortgage of real property, particulars of
the security given and a reference identifying
the agreement that evidences that security;
(h) the location of the documents relating to the
security given in respect of the loan;
(i) particulars of any movement of those
documents from that location;
(j) the date of the final repayment made in
relation to the loan.
(2) The register of loans to, securities given by,
debentures issued by and deposits received by a
co-operative must contain the following
particulars for each debenture issued—
(a) the name and address of each person to
whom a debenture is payable;
(b) the number and series of the debenture;
(c) the date of its issue;
(d) the amount of the debenture;
(e) the rate of interest;
(f) the dates of payment of principal;
(g) the place of payment;
(h) the name of the trustee (if applicable);
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(i) the name, address and occupation of any
transferor;
(j) the date of any transfer;
(k) the redemption value.
(3) The register of loans to, securities given by,
debentures issued by and deposits received by a
co-operative must contain the following
particulars for each deposit received by the
co-operative—
(a) the name and address of the depositor;
(b) the date of receipt;
(c) the amount deposited;
(d) the rate of interest (if any);
(e) the amount repaid;
(f) the date of conversion to shares or
debentures (if applicable);
(g) the due date for repayment;
(h) the balance.
3 Register of names of persons who have given loans
or deposits to or hold securities or debentures given
or issued by a co-operative
The register of names of persons who have given
loans or deposits to or hold securities or
debentures given or issued by a co-operative must
contain the following particulars for each
person—
(a) the full name and any former names of the
person;
(b) the address of the person;
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(c) whether the person—
(i) has given a loan or deposit to the
co-operative; or
(ii) holds securities given by the
co-operative; or
(iii) holds debentures issued by the
co-operative;
(d) a reference to the relevant entry in the
register of loans to, securities given by,
debentures issued by and deposits received
by the co-operative.
4 Register of loans made by or guaranteed by a
co-operative and of any securities taken by a
co-operative
(1) The register of loans made by or guaranteed by a
co-operative and of any securities taken by a
co-operative must contain the following details for
each loan made—
(a) the name of each person to whom a loan is
made;
(b) the amount of the loan;
(c) the date on which the loan was approved;
(d) a reference identifying the account created
for the loan;
(e) the date of each advance made in relation to
the loan and the amount of each advance so
made;
(f) if the loan is secured by way of mortgage of
real property, the address and particulars of
title of the property and a reference
identifying the mortgage agreement;
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(g) if the loan is secured otherwise than by way
of a mortgage of real property, particulars of
the security taken and a reference identifying
the agreement that evidences that security;
(h) the location of the documents relating to the
security taken in respect of the loan;
(i) particulars of any movement of those
documents from that location;
(j) the date of the final repayment made in
relation to the loan.
(2) The register of loans made by or guaranteed by a
co-operative and of any securities taken by a
co-operative must contain the following
particulars for each loan guaranteed by the
co-operative—
(a) the name of the member;
(b) the name of the lender;
(c) the amount of the loan;
(d) the date of the guarantee;
(e) if the loan is secured by way of mortgage of
real property, the address and particulars of
title of the property, and a reference
identifying the mortgage agreement;
(f) if the loan is secured otherwise than by way
of a mortgage of real property, particulars of
the security taken and a reference identifying
the agreement that evidences that security;
(g) the location of the documents relating to the
security taken in respect of the loan;
(h) particulars of any movement of those
documents from that location;
(i) the due date for repayment.
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5 Register of memberships cancelled under Part 6 of
the Act
(1) The register of memberships cancelled under
Part 6 of the Act must contain the following
particulars for each member whose membership is
cancelled—
(a) the name of the member;
(b) if the whereabouts of the member are
known—
(i) the date of the member's last active
dealing with the co-operative; and
(ii) the date of giving the required notice to
the member;
(c) the date of the board's resolution cancelling
membership.
(2) The register of memberships cancelled under
Part 6 of the Act must, if the co-operative has a
share capital, contain the following additional
particulars for each member whose membership is
cancelled—
(a) the amount subscribed in respect of the
shares forfeited;
(b) if the whereabouts of the member are
unknown—
(i) the date when the required period of the
member's whereabouts being unknown
commenced; and
(ii) if the amount required to be repaid to
the member in respect of the cancelled
membership exceeds $50, the date of
publication of the required notice in a
newspaper and the name of the
newspaper;
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(c) the date of the board's resolution forfeiting
the shares;
(d) if the date fixed by the board resolution for
repayment of the amount paid up on shares is
within 12 months of forfeiture—
(i) the date of repayment; or
(ii) the date and nature of the application of
the amount under section 138(2) of the
Act;
(e) if the amount due is to be transferred to a
debenture or deposit account—
(i) the date of repayment; and
(ii) the date of transfer to such an account.
6 Register of fixed assets
The register of fixed assets of a co-operative must
contain the following particulars in respect of each
fixed asset—
(a) a short description of the fixed asset;
(b) the method of financing any fixed asset that
is leased;
(c) the physical location of the asset;
(d) the date of its purchase or installation;
(e) the manner in which depreciation is
calculated;
(f) the annual percentage at which depreciation
is calculated;
(g) the annual amount of depreciation or
amortisation;
(h) the total amount of depreciation or
amortisation;
(i) the revaluation increment;
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(j) the sale price;
(k) the date sold.
7 Register of subordinated debt
The register of subordinated debt must contain for
each subordinated debt incurred—
(a) the name and address of the person to whom
the debt is owed;
(b) the amount of the debt;
(c) the date on which the debt was incurred;
(d) a reference identifying the account created
for the debt;
(e) the date of each payment made in relation to
the debt and the amount of each payment
made;
(f) the date of the final repayment made in
relation to the debt.
8 Register of CCUs
The register of CCUs issued by a co-operative
must contain the following particulars for each
CCU—
(a) the date of the resolution approving the terms
of issue;
(b) the name, address and occupation of the
holder;
(c) the number and series of the CCU;
(d) the face value of the CCU;
(e) the rate of interest and the nature of the
interest (whether cumulative or non-
cumulative);
(f) the date of payment of interest;
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(g) the ranking of priority of payment of capital
and interest on winding up of the
co-operative;
(h) the entitlement (if any) to surplus assets and
profits on a winding up of the co-operative;
(i) if transferred, the name, address and
occupation of the transferee;
(j) the redemption value (if known);
(k) the date and manner of redemption.
__________________
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SCHEDULE 2
Regulation 10
POSTAL BALLOTS
1 Ballots
(1) The board must—
(a) cause the details of the proposal upon which
the ballot is to be held to be set out in a
statement; and
(b) fix the dates for—
(i) the forwarding of ballots to members;
and
(ii) the closing of the ballot; and
(c) appoint a returning officer for the ballot.
(2) Every ballot must be conducted by the returning
officer appointed by the board.
2 Returning officers
(1) A director of the co-operative may not be
appointed as a returning officer.
(2) The returning officer may be assisted in the
performance of his or her duties by any person
(who would be eligible to be a returning officer)
appointed by the returning officer.
3 Preparation of the voting roll and the ballot papers
(1) The returning officer must prepare a roll of the
full names and addresses of the members of the
co-operative, as disclosed by the register of
members, directors and shares, together with
particulars of the number of votes each member
would be entitled to exercise upon a poll.
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(2) A person whose name is on the roll is entitled to
vote in the ballot, and no person is otherwise so
entitled.
(3) The returning officer must cause ballot papers to
be prepared in or to the effect of Form 1 in this
Schedule.
(4) Each ballot paper must be initialled by the
returning officer or an appointed assistant.
(5) The returning officer must, at least 21 days prior
to the date fixed for the closing of the ballot, send
by post or otherwise deliver to every member
entitled to vote in the ballot one set of the
following material—
(a) one ballot paper;
(b) an envelope (in this Schedule referred to as
the outer envelope) addressed to the
returning officer;
(c) a smaller envelope (in this Schedule referred
to as the middle envelope), the reverse side
of which must be printed in or to the effect
of Form 2 in this Schedule;
(d) a small envelope (in this Schedule referred to
as the inner envelope) into which the ballot
paper is to be enclosed;
(e) a copy of the statement prepared by the
board setting out the details of the proposal
upon which the decision of the members is to
be sought.
4 Duplicate ballot papers
The returning officer may send a duplicate ballot
paper to any voter if the returning officer is
satisfied—
(a) that the voter has not received a ballot paper;
or
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(b) that the ballot paper received by the voter
has been lost, spoilt or destroyed and that the
voter has not already voted.
5 Voting
A member casts a vote in the ballot by—
(a) completing the details on the reverse side of
the middle envelope; and
(b) marking his or her vote on the ballot paper
according to the instructions on the ballot
paper; and
(c) sending the ballot paper, in the envelopes
provided, to the returning officer.
6 Safe keeping of ballot papers
(1) The returning officer must provide a ballot box
which must be locked immediately before the
ballot papers are delivered to members in
accordance with clause 3(5) and must remain
locked until the close of the ballot.
(2) The returning officer must place the outer
envelopes in the ballot box not later than noon on
the date fixed for the closing of the ballot.
7 Counting of the votes
(1) Ballot papers received after noon on the date fixed
for the closing of the ballot must not be taken into
account at the ballot.
(2) As soon as practicable after noon on the date fixed
for the closing of the ballot, the returning officer
must, in the presence of such scrutineers as may
be appointed by the board, open the ballot box and
deal with the contents in accordance with
subclause (3).
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(3) The returning officer must—
(a) remove the middle envelope from the outer
envelope;
(b) if a duplicate outer envelope has been issued
and the original outer envelope is received,
reject the original envelope and mark it
"rejected"; and
(c) according to the information on the middle
envelope, for each set of voting papers
returned, mark the voter's name on the roll
by drawing a line through the name; and
(d) if a member's name has already been crossed
out on the roll, reject the postal vote and
mark it "rejected"; and
(e) if the middle envelope has not been signed,
or if the details shown on the envelope are
not sufficient to disclose by whom the vote is
being exercised, reject the envelope and
mark it "rejected"; and
(f) extract the inner envelopes containing the
ballot papers from all unrejected middle
envelopes, separating the contents from the
middle envelopes in such a way that no inner
envelope could subsequently be identified
with any particular voter; and
(g) when all the middle envelopes have been
dealt with in the above manner, open all
unrejected inner envelopes and take the
ballot papers from them.
(4) The ballot papers must be scrutinised by the
returning officer who must reject as informal any
ballot paper that—
(a) is not duly initialled by the returning officer;
or
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(b) is so imperfectly marked that the intention of
the voter cannot be ascertained by the
returning officer; or
(c) has any mark or writing not authorised by
this Schedule which, in the opinion of the
returning officer, will enable the voter to be
identified; or
(d) has not been marked as prescribed on the
ballot paper itself.
8 Statement by returning officer
(1) The returning officer must count all votes cast and
make out and sign a statement of—
(a) the number of formal votes cast in favour of
the proposal; and
(b) the number of formal votes cast against the
proposal; and
(c) the number of informal votes cast; and
(d) the number of middle envelopes marked
"rejected"; and
(e) the proportion of the formal votes polled
which were in the affirmative.
(2) The returning officer must forward a copy of the
statement to the chairperson of the board of the
co-operative who must announce the result of the
ballot at the next general meeting.
9 Notification of the result of the ballot
(1) A co-operative must give notification of the result
of a ballot (other than a ballot conducted to alter
the rules of a co-operative) by displaying the
result on the noticeboard at the registered office of
the co-operative.
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(2) In the case of a postal ballot conducted to alter the
rules of a co-operative, the co-operative must
cause the result of the ballot to be notified in
writing to its members as soon as practicable after
the alteration takes effect and, in any event, not
later than the date on which notice is given to the
members of the next annual general meeting of
the co-operative following the date on which the
alteration takes effect.
10 Retention of ballot papers
The returning officer must retain—
(a) all ballot papers (whether formal or
otherwise); and
(b) all rejected outer envelopes; and
(c) all rolls—
used in connection with the conduct of the postal
ballot, locked in the ballot box until the returning
officer has been directed in writing by the board
that the items referred to may be destroyed.
__________________
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FORM 1
POSTAL BALLOT
Ballot of members to determine the following proposal—
[insert proposal]
Do you support the above proposal? (Please mark YES or NO)
The ballot will close at noon on [insert date]
How to vote
1 Read these directions and the ballot paper carefully.
2 Complete and sign the details on the reverse side of the middle
envelope.
3 Mark the ballot paper in the space provided above to indicate your
intention regarding the proposal.
4 After marking the ballot paper, fold it and place it in the small
envelope provided and seal the envelope. Then place the small
envelope in the completed middle envelope and place the middle
envelope in the envelope addressed to the returning officer.
Forward this envelope either by post or personal delivery so as to
reach the returning officer not later than noon on [insert date].
5 Unless the ballot paper is marked as indicated in 3 above and the
details referred to in 2 above are completed in full and the middle
envelope signed, your vote may be rejected as informal.
Initials of returning officer
__________________
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FORM 2
MEMBER DETAILS
[Full name]
[Address]
[Signature]
1 Please use capital letters for your name and address.
2 If the vote is being cast on behalf of a co-operative or other body
corporate also indicate the name of such co-operative or body corporate.
__________________
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SCHEDULE 3
Regulation 26
PRESCRIBED INFORMATION FOR EXPLANATORY
STATEMENTS
1 Definitions
In this Schedule—
internal creditor means a creditor who is—
(a) a member of the co-operative; or
(b) a relative or spouse of a member; or
(c) a relative of the spouse of a member;
Scheme means the proposed compromise or
arrangement;
scheme creditors means the creditors or class of
creditors of a co-operative, to whom the
Scheme would apply;
scheme members means the members or class of
members of a co-operative, to whom the
Scheme would apply.
2 Prescribed information relating to proposed
compromise or arrangement with creditors or class
of creditors
(1) The prescribed information which must be
included in a draft explanatory statement or
explanatory statement (as the case may be) in
relation to a proposed compromise or arrangement
between a co-operative and any of its creditors
is—
(a) the expected dividend that would be
available to scheme creditors if the
co-operative were to be wound up within
6 months after the date of the hearing of the
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application to the Court for an order under
section 340(1) of the Act; and
(b) if a composition of debts is proposed, the
expected dividend that would be paid to
scheme creditors if the Scheme were put into
effect as proposed; and
(c) a list of the names of all known scheme
creditors and the debts owed to those
creditors; and
(d) if a scheme creditor is known to be a
guaranteed creditor, the name of the creditor
and the amount of the debt owed; and
(e) if a scheme creditor is known to be an
internal creditor, the name of the creditor and
the amount of the debt owed.
(2) The statement referred to in subclause (1) must
contain a statement that an order under section
340(1) of the Act is not an endorsement of, or any
other expression of opinion on, the Scheme.
(3) The statement referred to in subclause (1) must
contain or include—
(a) a report on the affairs of the co-operative in
or to the effect of the form approved by the
Registrar, showing the financial position of
the co-operative as at a day within one
month of the date on which it is intended to
apply to the Court for an order under section
340(1) of the Act; and
(b) a copy, certified by a director or by the
principal executive officer or a secretary of
the co-operative to be a true copy, of all
accounts and group accounts (if any)
required to be laid before the co-operative at
the annual general meeting, together with a
copy of every document required by law to
be annexed to the accounts; and
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(c) if the co-operative that is the subject of the
Scheme is a trustee, a statement—
(i) of the number of trusts administered by
the trustee; and
(ii) whether the trustee carries on any
business separate from that of the trust;
and
(iii) how the scheme creditors may obtain a
copy of the relevant trust deed, free of
charge, prior to the date of the meeting;
and
(d) if the person (if any) who would be
appointed to manage the Scheme proposes to
charge for the person's services and for the
services of the person's staff in accordance
with a particular scale of charges, that scale
of charges.
3 Prescribed information relating to proposed
compromise or arrangement with members or a
class of members
(1) The prescribed information which must be
included in a draft explanatory statement or
explanatory statement (as the case may be) in
relation to a proposed compromise or arrangement
between a co-operative and any of its members
is—
(a) unless the co-operative that is the subject of
the Scheme is in the course of being wound
up or is under official management, in
relation to each director of the co-
operative—
(i) whether the director recommends the
acceptance of the Scheme or
recommends against acceptance and, in
either case, the director's reasons for so
recommending; or
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(ii) if the director is not available to
consider the Scheme, that the director is
not so available and the cause of the
director's not being available; or
(iii) in any other case, that the director does
not desire to make, or does not consider
himself or herself justified in making, a
recommendation and, if the director so
requires, the director's reasons for not
wishing to do so; or
(b) if the co-operative is in the course of being
wound up or is under official management—
in relation to each liquidator or each official
manager—
(i) whether the liquidator or official
manager recommends acceptance of the
Scheme or recommends against
acceptance and, in either case the
liquidator or official manager's reasons
for so recommending; or
(ii) in any other case, that the liquidator or
official manager does not wish to make
a recommendation and the liquidator or
official manager's reasons for not
wishing to do so.
(2) The statement referred to in subclause (1) must set
out—
(a) the number, description and amount of
marketable securities of the co-operative the
subject of the Scheme held by or on behalf of
each director of the co-operative or, if none
are held by or on behalf of a director, a
statement to that effect; and
(b) for each director of the co-operative by
whom or on whose behalf shares in that
co-operative are held, whether—
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(i) the director intends to vote in favour of,
or against, the Scheme; or
(ii) the director has not decided whether the
director will vote in favour of, or
against, the Scheme; and
(c) particulars of any payment or other benefit
that is proposed to—
(i) be made or given to any director,
secretary or executive officer of the
co-operative the subject of the Scheme
as compensation for loss of, or as
consideration for or in connection with
that person's retirement from, office in
that co-operative or in a related body
corporate; or
(ii) be made or given to any director,
secretary or executive officer of any
related body corporate as compensation
for the loss of, or as consideration for
or in connection with that person's
retirement from, office in that body
corporate or in the co-operative that is
the subject of the Scheme; and
(d) if there is any other agreement or
arrangement made between a director of the
co-operative that is the subject of the Scheme
and another person in connection with or
conditional on the outcome of the Scheme—
particulars of the agreement or arrangement;
and
(e) if the object of the Scheme is for a
co-operative to acquire control of a
company, particulars of the nature and extent
of any interest of a director of that company
in any contract entered into by the
co-operative; and
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(f) whether, within the knowledge of the
directors of the co-operative the subject of
the Scheme, or, if the co-operative is in
liquidation or under official management, the
knowledge of the liquidator or the official
manager, the financial position of the
co-operative has materially changed since
the date of the last balance sheet laid before
the co-operative in a general meeting and, if
so, full particulars of any change; and
(g) any other information material to the making
of a decision in relation to the Scheme, being
information that is within the knowledge of
any director, liquidator or official manager of
a co-operative that is the subject of the
Scheme or of a related company and that has
not previously been disclosed to the Scheme
members.
(3) The statement must set out particulars of the
intentions of the directors of the co-operative that
is the subject of the Scheme regarding—
(a) the continuation of the business of the
co-operative or, if the undertaking, or any
part of the undertaking, of a co-operative is
to be transferred, how that undertaking or
part is to be conducted in the future; and
(b) any major changes to be made to the
business of the co-operative, including any
redeployment of the fixed assets of the
co-operative; and
(c) the future employment of the present
employees of the co-operative.
__________________
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SCHEDULE 4
Regulation 27
COMPULSORY ACQUISITION NOTICE
1 To [insert name]
of [insert address]
A The transferee [insert name of person giving notice] on [insert
date] made an offer to the holders of *shares in [insert name]
Co-operative Limited/*shares included in a class of shares in
[insert name] Co-operative Limited for the transfer of those shares
to the transferee, not being an offer made under a scheme or
contract to which Division 2 of Part 11 of the Co-operatives Act
1996 applies; and
B the scheme or contract involving the transfer of those shares to the
transferee was on or before [insert date] approved by the holders
of at least 90% in nominal value of all the shares concerned, other
than excluded shares; and
C you are a dissenting shareholder.
2 The transferee gives you notice under section 355(1) of the
Co-operatives Act 1996 that the transferee wishes to acquire those
shares held by you.
3 You are entitled under section 355(2) of the Co-operatives Act 1996 to
ask the transferee, by written notice given to the transferee within one
month after the day on which this notice is given, to give you a
statement in writing of the names and addresses of all other dissenting
shareholders as shown in the register of members.
*4 You are entitled not later than the expiration of 28 days after the date on
which this notice is given or 14 days after the date on which a statement
is supplied to you under section 355(2) of the Co-operatives Act 1996,
whichever is the later, to elect, by notice to the transferee, which of the
alternative terms offered to the approving shareholders under the
scheme or contract you prefer. The alternative terms are as follows—
[insert details]
5 Unless, on application made by you within 28 days after the date on
which this notice is given or within 14 days after a statement is supplied
to you under section 355(2) of the Co-operatives Act 1996, the
Supreme Court otherwise orders, the transferee will be entitled and
bound subject to section 355(2) to acquire your shares—
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(a) on the terms on which, under the scheme or contract, the shares of
the approving shareholders are to be transferred to the transferee;
or
(b) if alternative terms were offered—
(i) on the terms for which you have elected; or
(ii) if you have not so elected, on whichever of those terms the
transferee determines unless the Supreme Court otherwise
orders.
Dated
[signature of transferee]
* Delete if not applicable
__________________
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SCHEDULE 5
Regulation 28
NOTICE TO REMAINING SHAREHOLDER
1 To [insert name]
of [insert address]
A The transferee [insert name of person giving notice] on [insert
date] made offers to the holders of shares *in [insert name of
co-operative] Limited/*included in a class of shares in [insert
name of co-operative] Limited for the transfer of those shares to
the transferee, not being offers made under a scheme or contract to
which Division 2 of Part 11 of the Co-operatives Act 1996
applies; and
B under the scheme or contract the transferee became on [insert
date] beneficially entitled to shares in that co-operative which
together with any other shares in that co-operative to which the
transferee, or the transferee and any body corporate related to the
transferee, is beneficially entitled, comprise or include 90% in
nominal value of the shares concerned; and
C you are the holder of remaining shares *in that
co-operative/*included in that class of shares in that co-operative
and have not assented to the scheme or contract or been given
notice in respect of those shares by the transferee under section
355(1) of the Co-operatives Act 1996.
2 The transferee gives you notice under section 357(1)(a) of the
Co-operatives Act 1996 that under that scheme or contract the
transferee on [insert date] became beneficially entitled to shares in
[insert name of co-operative] Limited and those shares together with
any other shares in that co-operative to which the transferee, or the
transferee and any body corporate related to the transferee, is
beneficially entitled, comprise or include 90% in nominal value of the
shares *in that co-operative/*included in that class of shares in that
co-operative.
3 You are entitled under section 357(1)(b) of the Co-operatives Act
1996, within 3 months after being given this notice, by notice to the
transferee, to require the transferee to acquire your shares.
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*4 You are entitled under section 357(1)(b) of the Co-operatives Act
1996, within 3 months after being given this notice, to elect by notice to
the transferee which of the alternative terms offered to the approving
shareholders under the scheme or contract you will accept.
The alternative terms are as follows—
[insert details]
5 If you require the transferee to acquire the shares held by you the
transferee will be entitled and bound to acquire those shares—
(a) on the terms that under the scheme or contract were offered to the
approving shareholders; or
(b) if alternative terms were offered—
(i) on the terms for which you have elected; or
(ii) if you do not so elect, on whichever of the terms the
transferee determines; or
(c) on such other terms as are agreed or as the Supreme Court on the
application of the transferee or of yourself orders.
Dated
[signature of transferee]
* Delete if not applicable
__________________
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SCHEDULE 6
Regulation 29
NOTICE REQUIRING PRODUCTION OF DOCUMENTS OR
APPEARANCE TO ANSWER QUESTIONS
Co-operatives Act 1996
(section 393(1))
To: [name of co-operative or person]
In relation to an inspection of [name of co-operative], you are required:
*(a) to produce to me on [date] at [time] at [full details of place] the
documents specified in the Schedule to this notice relating to the
co-operative; and
*(b) to attend on [date] at [time] before [name of inspector] at [full details
of place] to answer any questions relating to the promotion, formation,
membership, control, transactions, dealings, business or property of
the co-operative.
Please note section 398 of the Act (relating to self-incrimination).
Signed by the Inspector
Date
* Delete if not applicable
__________________
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SCHEDULE 7
Regulation 30
NOTICE TO PRODUCE DOCUMENTS, GIVE ASSISTANCE OR TO
APPEAR FOR EXAMINATION AT INQUIRY
Co-operatives Act 1996
(section 405(1))
To [name of involved person]
In relation to an Inquiry into the affairs of [name of co-operative], you are
required:
*(a) to produce to me on [date] at [time] at [full details of place] the
documents referred to in the Schedule to this notice that are in your
custody or control and that relate to the affairs of [name of
co-operative];
*(b) to give all reasonable assistance in connection with the Inquiry;
*(c) to appear on [date] at [time] before [name of investigator] at [full
details of place] for examination on oath or affirmation.
Please note the provisions of section 406(1) of the Act (relating to legal
representation) and sections 406(2) and (3) of the Act (relating to self-
incrimination).
Signed by the Inspector
Date
* Delete if not applicable
__________________
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SCHEDULE 8
Regulation 33
PRESCRIBED INFRINGEMENT PENALTIES
Column 1
Item
Column 2
Provision
of Act
Column 3
Description
Column 4
Prescribed
infringement
penalty
1 s. 71 Failure to make available for
inspection by board of
directors list of shareholders
or list of members
5 penalty units
2 s. 75(2) Failure to ensure name of
person admitted to
membership recorded in
register within 28 days
5 penalty units
3 s. 192(4) Failure to give at least
28 days notice to Registrar of
proposed special resolution
before giving notice to
members
5 penalty units
4 s. 244(1) Failure to keep proper
register
5 penalty units
5 s. 246(6) Failure to permit or assist
member to inspect or copy
document to which member
entitled
5 penalty units
6 s. 246(7) Failure to keep prescribed
documents with registers
and make them available
for inspection
5 penalty units
7 s. 248(2) Failure to give notice that
complies with s. 248(2) to
Registrar of appointment
or cessation of director,
principal executive officer
or secretary
5 penalty units
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Column 1
Item
Column 2
Provision
of Act
Column 3
Description
Column 4
Prescribed
infringement
penalty
8 s. 249(1) Failure to send an annual
report to Registrar within the
required period each year
5 penalty units
9 s. 250 Failure to send to Registrar,
on request, list of members
and particulars
5 penalty units
10 s. 251 Failure to furnish special
return to Registrar, on
request
5 penalty units
11 s. 252(4) Body corporate registering
under another Act by a name
that includes the words
"Co-operative" or "Co-op"
5 penalty units
12 s. 254(2) Contravene s. 254(1) by
failure to include name on
seal, publications and
business documents
5 penalty units
13 s. 256(1) Failure to have a registered
office
5 penalty units
14 s. 256(2) Failure to display notice
stating name of co-operative
and identification as
registered office at registered
office
5 penalty units
15 s. 256(3) Failure to give Registrar
written notice of change of
address of registered office
5 penalty units
16 s. 409A Failure by person who has
lodged a document under
this Act to keep the
document for 7 years
7⋅5 penalty units
═══════════════
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ENDNOTES
1 Reg. 3(a): S.R. No. 90/2003.
2 Reg. 3(b): S.R. No. 9/2007.
——
Fee Units
These Regulations provide for fees by reference to fee units within the
meaning of the Monetary Units Act 2004.
The amount of the fee is to be calculated, in accordance with section 7 of that
Act, by multiplying the number of fee units applicable by the value of a fee
unit.
The value of a fee unit for the financial year commencing 1 July 2008 is
$11.35. The amount of the calculated fee may be rounded to the nearest
10 cents.
The value of a fee unit for future financial years is to be fixed by the
Treasurer under section 5 of the Monetary Units Act 2004. The value of a
fee unit for a financial year must be published in the Government Gazette and
a Victorian newspaper before 1 June in the preceding financial year.
——
Penalty Units
These Regulations provide for penalties by reference to penalty units within
the meaning of section 110 of the Sentencing Act 1991. The amount of the
penalty is to be calculated, in accordance with section 7 of the Monetary
Units Act 2004, by multiplying the number of penalty units applicable by the
value of a penalty unit.
The value of a penalty unit for the financial year commencing 1 July 2008 is
$113.42.
The amount of the calculated penalty may be rounded to the nearest dollar.
The value of a penalty unit for future financial years is to be fixed by the
Treasurer under section 5 of the Monetary Units Act 2004. The value of a
penalty unit for a financial year must be published in the Government Gazette
and a Victorian newspaper before 1 June in the preceding financial year.
Endnotes
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