Co-operatives Act 1996 - Victorian Legislation and Parliamentary ...

Version No. 030
Co-operatives Act 1996 Act No. 84/1996 Version incorporating amendments as at 9 November 2006
table of provisions
Section Page Part 1-Preliminary 1 Division 1-Introductory 1 1. Purpose 1
2. Commencement 1
3. Objects of this Act 2 Division 2-Interpretation 2 4. Definitions 2
5. Qualified privilege 9 Division 3-The co-operative principles 10 6. Co-operative principles 10
7. Interpretation to promote co-operative principles 12 Division 4-Application of Corporations Act to Co-operatives 12 8. Definitions 12
9. Excluded matter 12
10. Applying the Corporations legislation to co-operatives 16
11. Modifications to applied provisions 17
12. Repealed 18 Part 2-Formation 19 Division 1-Types of co-operatives 19 13. Types of co-operatives 19
14. Trading co-operatives 19
15. Non-trading co-operatives 19 Division 2-Formation meeting 20 16. Formation meeting 20 Division 3-Approval of disclosure statement and rules 22 17. Approval of disclosure statement 22
18. Approval of rules 24 Division 4-Registration of proposed co-operative 25 19. Application for registration of proposed co-operative 25
20. Registration of co-operative 26
21. Incorporation and certificate of registration 27 Division 5-Registration of an existing body corporate 27 22. Existing body corporate can be registered 27
23. Formation meeting 27
24. Application for registration 28
25. Requirements for registration 29
26. Certificate of registration 30
27. Effect of registration 31 Division 6-Conversion of co-operative 31 28. Conversion of co-operative 31 Division 7-Reviews 32 29. Review of refusal to approve disclosure statement 32
30. Review of refusal to approve draft rules 32
31. Review of refusal to register 32
32. Time limit for applying for review 33 Division 8-General 33 33. Repealed 33
34. Acceptance of money by proposed co-operative 33
35. Issue of duplicate certificate 34 Part 3-Legal Capacity and Powers 35 Division 1-General powers 35 36. Effect of incorporation 35
37. Power to form companies and enter into joint ventures 35 Division 2-Doctrine of ultra vires abolished 36 38. Interpretation 36
39. Doctrine of ultra vires abolished 36
40. Legal capacity 36
41. Restrictions on co-operatives in rules 38
42. Results of contravention of restriction in rules 38 Division 3-Persons having dealings with co-operatives 39 43. Assumptions entitled to be made 39
44. Assumptions 40
45. Person who knows or ought to know is not entitled to make assumptions
41
46. Lodgment of documents not to constitute constructive
knowledge 41
47. Effect of fraud 42 Division 4-Authentication and execution of documents and confirmation of
contracts 42 48. Common seal 42
49. Official seal 43
50. Authentication need not be under seal 43
51. Co-operative may authorise person to execute deed 43
52. Execution under seal 44
53. Contractual formalities 44
54. Other requirements as to consent or sanction not affected 45
55. Transitional 45 Division 5-Pre-registration contracts 45 56. Contracts before registration 45
57. Person may be released from liability but is not entitled to
indemnity 47
58. This Division replaces other rights and liabilities 47 Division 6-Government guarantees 47 59. Government guarantees 47
60. Aggregate liability under guarantees 49
61. Execution of guarantees and entering into of agreements 50
62. Restrictions on shares of co-operative with guarantee 50
63. Restriction on transfer of incorporation 51 Part 4-Membership 52 Division 1-General 52 64. Becoming a member 52
65. Members of associations 52
66. Members of federations 53
67. Qualification for membership 54
68. Membership may be joint 54
69. Members under 18 years of age 54
70. Representatives of bodies corporate 55
71. Notification of shareholders and shareholdings 55
72. Circumstances in which membership ceases-all co-operatives 56
73. Additional circumstances in which membership ceases-co-operatives
with share capital 57
74. Carrying on business with too few members 57 Division 2-Rights and liabilities of members 58 75. Rights of membership not exercisable until registered etc. 58
76. Liability of members to co-operative 59
77. Co-operative to provide information to person intending to become a
member 59
78. Entry fees and regular subscriptions 60
79. Members etc. may be required to deal with co-operative 60
80. Fines payable by members 61
81. Charge and set-off of co-operative 62
82. Repayment of shares on expulsion 63 Division 3-Death of member 64 83. Meaning of "interest'' 64
84. Transfer of share or interest on death of member 64
85. Transfer of small shareholdings and interests on death 64
86. Value of shares and interests 65
87. Co-operative protected 65 Division 4-Disputes involving members 66 88. Grievance procedure 66
89. Application to Supreme Court 66 Division 5-Oppressive conduct of affairs 67 90. Interpretation 67
91. Application of Division 67
92. Who may apply for court order? 67
93. Orders that the Supreme Court may make 68
94. Basis on which Supreme Court makes orders 69
95. Winding up need not be ordered if oppressed members prejudiced 70
96. Application of winding up provisions 70
97. Changes to rules 70
98. Copy of order to be lodged with Registrar 70 Division 6-Proceedings on behalf of a co-operative by members and others
71 99. Bringing, or intervening in, proceedings on behalf of a co-operative
71
100. Applying for and granting leave 71
101. Substitution of another person for the person granted leave 72
102. Effect of ratification by members 73
103. Leave to discontinue, compromise or settle proceedings brought, or
intervened in, with leave 74
104. General powers of the Supreme Court 74
105. Power of Supreme Court to make costs order 75 Part 5-Rules 76 106. Effect of rules 76
107. Content of rules 76
108. Purchase and inspection of copy of rules 77
109. False copies of rules 77
110. Model rules 78
111. Rules can only be altered in accordance with this Act 78
112. Approval of alteration of rules 78
113. Alteration by special resolution 79
114. Alteration by resolution of board 79
115. Alteration does not take effect until registered 80
116. Review of refusal to approve alteration 81
117. Review of refusal to register 81
118. Time limit for applying for review 81 Part 6-Active Membership 82 Division 1-Definitions 82 119. Primary activity-meaning 82
120. What is active membership? 82
121. What are active membership provisions and resolutions? 82 Division 2-Rules to contain active membership provisions 83 122. Number of primary activities required 83
123. Rules to contain active membership provisions 83
124. Factors and considerations for determining primary
activities etc. 83
125. Active membership provisions-trading co-operatives 85
126. Regular subscription-active membership of non-trading co-operative 85 Division 3-Active membership resolutions 85 127. Notice of meeting 85
128. Eligibility to vote on active membership resolution 86
129. Eligibility of directors to vote on proposal at board meeting 86
130. Other entitlements of members not affected 87 Division 4-Cancellation of membership of inactive members 87 131. Cancellation of membership of inactive member 87
132. Share to be forfeited if membership cancelled 88
133. Failure to cancel membership-offence by director 89
134. Deferral of forfeiture by board 89
135. Cancellation of membership prohibited in certain
circumstances 90
136. Notice of intention to cancel membership 90
137. Order of Supreme Court against cancellation 91
138. Repayment of amounts due in respect of cancelled membership 92
139. Interest on deposits and debentures 93
140. Repayment of deposits and debentures 94
141. Register of cancelled memberships 94 Division 5-Entitlements of former members of trading
co-operatives 95 142. Application of Division 95
143. Former shareholders to be regarded as shareholders for certain
purposes 95
144. Entitlements of former shareholders on mergers etc. 96
145. Set-off of amounts repaid etc. on forfeited shares 98
146. Entitlement to distribution from reserves 99
147. Registrar may exempt co-operatives from provisions 99 Part 7-Shares 100 Division 1-Nature of share 100 148. Nature of share in co-operative 100 Division 2-Disclosure 100 149. Disclosure to members 100 Division 3-Issue of shares 101 150. Shares-general 101
151. Minimum paid up amount 101
152. Shares not to be issued at a discount 102
153. Issue of shares at a premium 102
154. Joint ownership of shares 103
155. Members may be required to take up additional shares 103
156. Bonus share issues 104
157. Restrictions on bonus shares 105
158. Notice in respect of bonus shares 105 Division 4-Beneficial and non-beneficial interest in shares 106 159. Notice of non-beneficial ownership at time of transfer 106
160. Notice of non-beneficial ownership not notified at time of transfer
107
161. Registration as beneficial owner of shares notified as non-
beneficially transferred 108
162. Notification of change in nature of shareholding 109
163. Presump