New South Wales Repealed Acts New South Wales Repealed ActsThis legislation has been repealed.
- As at 3 March 2014
- Act 18 of 1992
TABLE OF PROVISIONS
Long Title
PART 1 - PRELIMINARY
Division 1 - Introduction
1. Name of Act
2. Commencement
3. Objects of this Act
3A. Application to co-operative housing societies and other bodies
Division 2 - Interpretation
4. Division of functions under this Act
5. Definitions
5A. Qualified privilege
5B. Exercise of Registrar's functions
Division 3 - The co-operative principles
6. Co-operative principles
7. Interpretation to promote co-operative principles
Division 4 - Application of Corporations Act to co-operatives
8. Definitions
9. Excluded matter
10. Applying the Corporations legislation to co-operatives
11. Modifications to applied provisions
12. (Repealed)
PART 2 - FORMATION
Division 1 - Types of co-operatives
13. Types of co-operatives
14. Trading co-operatives
15. Non-trading co-operatives
Division 2 - Formation meeting
16. Formation meeting
Division 3 - Approval of disclosure statement and rules
17. Approval of disclosure statement
18. Approval of rules
Division 4 - Registration of proposed co-operative
19. Application for registration of proposed co-operative
20. Registration of co-operative
21. Incorporation and certificate of registration
Division 5 - Registration of existing body corporate
22. Existing body corporate can be registered
23. Formation meeting
24. Application for registration
25. Requirements for registration
26. Certificate of registration
27. Effect of registration
Division 6 - Conversion of co-operative
28. Conversion of co-operative
Division 7 - Appeals
28A. Appeal against refusal to approve draft disclosure statement
28B. Appeal against refusal to approve draft rules
28C. Appeal against refusal to register
28D. Registrar to comply with Court order
Division 8 - General
28E. Stamp duty exemption for certain co-operatives
28F. Acceptance of money by proposed co-operative
28G. Issue of duplicate certificate
PART 3 - LEGAL CAPACITY, POWERS ETC
Division 1 - General powers
29. Effect of incorporation
30. Power to form companies, enter into joint ventures etc
Division 2 - Doctrine of ultra vires abolished
31. Interpretation
32. Objects of this Division
33. Legal capacity
34. Restrictions on co-operatives in rules
35. Results of contravention of restriction in rules
Division 3 - Persons having dealings with co-operatives
36. Assumptions entitled to be made
37. Assumptions
38. Person who knows or ought to know is not entitled to make assumptions
39. (Repealed)
40. Lodgment of documents etc not to constitute constructive notice
41. Effect of fraud
Divisions 4, 5 - (Repealed)
None
Division 6 - Authentication and execution of documents and confirmation of contracts
45. Contractual formalities
46. Execution under common seal
47. Authentication need not be under seal
48. Co-operative may authorise person to execute deeds
48A. Common seal
49. Official seal
50. Other requirements as to consent or sanction not affected
51. Transitional
Division 7 - Pre-registration contracts
52. Contracts before registration
53. Person may be released from liability but is not entitled to indemnity
54. Division replaces other rights and liabilities
55-61. (Repealed)
PART 4 - MEMBERSHIP
Division 1 - General
62. Becoming a member
63. Membership may be joint
64. Qualification for membership--likelihood of being active member
65. Members under 18 years of age
66. Members of associations
67. Members of federations
68. Representatives of bodies corporate
69. Notification of shareholders and share holdings
70. Circumstances in which membership ceases--all co-operatives
71. Additional circumstances in which membership ceases--co-operatives with share capital
72. (Repealed)
73. Carrying on business with too few members
Division 2 - Rights and liabilities of members
74. Rights of membership not exercisable until registered etc
75. Liability of members to creditors
76. Liability of members to co-operative
76A. Co-operative to provide information to person intending to become member
77. Entry fees and regular subscriptions
78. Members etc may be required to deal with co-operative
79. Fines payable by members
80. Charge and set-off of co-operative
81. Repayment of shares on expulsion
Division 3 - Death of member
81A. Meaning of "interest"
82. Transfer of share or interest on death of member
83. Transfer of small shareholdings and interests on death
84. (Repealed)
85. (Renumbered)
86. Value of shares and interests
87. Stamp Duties Act 1920
88. Co-operative protected
Division 4 - Disputes involving members
89. Grievance procedure
90. Application to Court
91-95. (Repealed)
Division 5 - Oppressive conduct of affairs
95A. Extended meaning of "member"
95B. Application of Division
96. Who may apply for court order
97. (Repealed)
98. Orders that Court may make
99. Basis on which Court makes orders
100. Winding up not to be ordered if oppressed members prejudiced
101. Application of winding up provisions
102. Changes to rules
103. Copy of order to be lodged with Registrar
104. Compliance with orders
Division 6 - Proceedings on behalf of co-operative by members and others
105. Bringing, or intervening in, proceedings on behalf of co-operative
105A. Applying for and granting leave
105B. Substitution of another person for person granted leave
105C. Effect of ratification by members
105D. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
105E. General powers of the Court
105F. Power of Court to make costs order
PART 5 - RULES
106. Effect of rules
107. Content of rules
108. Purchase and inspection of copy of rules
109. (Repealed)
109A. Model rules
110. Rules can only be altered in accordance with this Act
111. Alteration by special resolution
112. Alteration by resolution of the board
113. Alteration does not take effect until registered
113A. Appeal against refusal to register alteration
113B. Registrar to comply with Court order
114. False copies of rules
PART 6 - ACTIVE MEMBERSHIP REQUIREMENTS
Division 1 - Definitions etc
115. Primary activity--meaning
116. Active membership--explanation
117. Active membership provisions and resolutions--explanation
Division 2 - Rules to contain active membership provisions
118. Number of primary activities required
119. Rules to contain active membership provisions
120. Failure to have active membership provisions
121. Factors and considerations for determining primary activities etc
122. Regular subscription--active membership of non-trading co-operative
123. Active membership provisions--trading co-operatives
Division 3 - Active membership resolutions
124. Prior approval of active membership resolutions
125. Appeal against refusal of approval
126. Notice of meeting
126A. Eligibility to vote on active membership resolution
126B. Eligibility of directors to vote on proposal at board meeting
126C. Other entitlements of members not affected
Division 4 - Cancellation of membership etc of inactive members
127. Cancellation of membership of inactive member
128. Shares to be forfeited if membership cancelled
129. Order of Council against cancellation
130. Deferral of forfeiture by board
131. Cancellation of membership prohibited in certain circumstances
132. Notice of intention to cancel membership
133. Failure to cancel membership--offence by director
134. Repayment of amounts due in respect of cancelled membership
135. Interest on deposits, debentures and CCUs
136. Repayment of deposits, debentures and CCUs
137. Register of cancelled memberships
138. (Repealed)
Division 5 - Entitlements of former members
139. Former shareholders to be regarded as shareholders for certain purposes
140. Entitlements of former shareholders on mergers etc
141. Set-off of amounts repaid etc on forfeited shares
142. Entitlement to distribution from reserves
143. Minister may exempt co-operatives from provisions
PART 7 - SHARES
Division 1 - Preliminary
144. Share capital required except for non-profit co-operatives
145. Restrictions on conversion to co-operative without share capital
146. Nature of share in co-operative
Division 1A - Disclosure
146A. Disclosure to intending members in trading co-operative
146B. Content of disclosure statement to intending members
146C. Exemptions from disclosure requirements
Division 2 - Issue of shares
146D. Adoption of certain Corporations Act provisions about shares
147. Shares--general
148. Minimum number of shares to be subscribed for
149. Minimum paid up amount
150. Shares not to be issued at a discount
151. Issue of shares at a premium
152. Joint ownership of shares
153. Dividends etc
154. Issue of shares to active members in exchange for property
155. Members may be required to take up additional shares
156. Bonus share issues
Division 3 - Beneficial and non-beneficial interests in shares
157. Notice of non-beneficial ownership at time of transfer
158. Notice of non-beneficial ownership not notified at time of transfer
159. Registration as beneficial owner of shares notified as non-beneficially transferred
160. Notification of change in nature of shareholding
161. Presumption of awareness
162. Presumption that shares held non-beneficially
163. Noting of beneficial and non-beneficial interests in register of members
164. Registration as trustee etc on death of owner of shares
165. Registration as administrator of estate on incapacity of shareholder
166. Registration as Official Trustee in Bankruptcy
167. Liabilities of person registered as trustee or administrator
168. Notification of trusts in register of members
169. No notice of trust except as provided by this Division
Division 4 - Sale etc of shares
170. Sale or transfer of shares
170A. Transfer on death of member
170B. Restriction on total shareholding
171. Transfer not effective until registered
Division 5 - Repurchase etc of shares
172. Purchase and repayment of shares
173. Deposits, debentures or CCUs in lieu of payment when share repurchased
174. Cancellation of shares
PART 8 - VOTING
Division 1 - Voting entitlements
175. Voting to which this Part applies
176. Voting
177. Rules of certain co-operatives formed to carry on club may restrict voting rights
178. Effect of relevant share and voting interests on voting rights
179. Voting by proxy
180. Effect of unpaid borrowings
181. Inactive members not entitled to vote
181A. Control of the right to vote
182. Effect of sale etc of shares
183. Restriction on voting entitlement under power of attorney
183A. Restriction on voting by representatives of bodies corporate
184. Rights of representatives to vote etc
185. Other entitlements etc of members unaffected by ineligibility to vote
186. Vote of disentitled member to be disregarded
Division 2 - Resolutions
187. Decisions of co-operative usually to be by ordinary resolution
188. Ordinary resolutions
189. Special resolutions
190. How majority obtained is ascertained
190A. Disallowance by Registrar
190B. Effect of special resolution
191. Declaration of passing of special resolution
192. Lodgment of special resolution
192A. Decision of Registrar on application to register special resolution
193. Postal ballots
194. Special postal ballots
194A. When is a special postal ballot required?
195. Holding of postal ballot on requisition
195A. Expenses involved in postal ballots on requisition
196. Resolution by circulation of document--fewer than 50 members
197. Circulation of members resolutions etc
Division 3 - Meetings
198. Annual general meetings
199. Special general meetings
199A. Notice of meetings
199B. Quorum at meetings
200. No entitlement to be present at meetings where membership required to be cancelled
201. Decision at meetings
202. Convening of general meeting on requisition
203. Minutes
PART 9 - MANAGEMENT AND ADMINISTRATION OF CO-OPERATIVES
Division 1 - The Board
204. Board of directors
205. Election of directors
206. Qualification of directors
206A. (Repealed)
207. Qualifications for directors of associations and federations
208. Disqualified persons
209. Meeting of the board of directors
210. Transaction of business outside meetings
211. Deputy directors
212. Filling of vacancies on board
213. Delegation by board
214. Exercise of functions on behalf of board
215. Minister may appoint director
216. Election of employees as directors
217. Revocation of approval etc
218. Removal from and vacation of office
Division 1A - Secretary of a co-operative
219. Secretary
Division 2 - Duties and liabilities of directors, officers and employees
220. Meaning of "officer"
221. Officers must act honestly
222. Standard of care and diligence required
223. Improper use of information or position
224. Court may order payment of compensation
225. Recovery of damages by co-operative
226. Other duties and liabilities not affected
227. (Repealed)
228. Indemnification of officers and auditors
229. Application of Corporations Act provisions concerning officers of co-operatives
Division 3 - Restrictions on directors and officers
230. Directors' remuneration
231. (Repealed)
232. Financial accommodation to directors and associates
233. Restriction on directors of certain co-operatives selling land to co-operative
233A. Management contracts
Division 4 - Directors' interests in contracts etc
234. Declaration of interest
235-237. (Repealed)
238. Declarations to be recorded in minutes
239. Division does not affect other laws or rules
240. (Repealed)
241. Certain interests need not be declared
242. (Repealed)
Division 5 - Financial statements, reports and audits
243. Requirements for financial records, statements and reports
244. Power of Registrar to grant exemptions
245. Meaning of "entity" and "control"
246. Disclosure by directors
247. Protection of auditors etc
248. Financial year
Division 6 - Registers, records and returns
249. Registers to be kept by co-operatives
250. Location of registers
251. Inspection of registers etc
251A. Use of information on registers
251B. Notice of appointment etc of directors and officers
252. Annual report
253. List of members to be furnished at request of Registrar
254. Special return to be furnished at request of Registrar
Division 7 - Name and registered office
255. Name to include certain matter
256. Approval for omission of "Limited"
257. Use of abbreviations
258. Name to appear on business documents etc
259. Change of name of co-operative
260. Restriction on use of word "co-operative" or similar words
261. Registered office of co-operative
PART 10 - FUNDS, PROPERTY ETC
Division 1 - Power to raise money etc
262. Meaning of obtaining financial accommodation
263. Fund raising to be in accordance with Act and regulations
263A. Limits on deposit taking
263B. Members etc not required to see to application of money
264. Registrar's directions concerning fund raising
265. Subordinated debt
266. Application of Corporations Act to issues of debentures
266A. Disclosure statement
266B. Approval of board for transfer of debentures
267. Application of Corporations Act--re-issue of redeemed debentures
268. Compulsory loan by member to co-operative
268A. Interest payable on compulsory loan
Division 2 - Co-operative capital units (CCUs)
269. General nature of CCU
269A. Priority of CCUs on winding up
270. Division 1 applies to issue of CCUs
271. CCUs can be issued to non-members
272. Minimum requirements for rules concerning CCUs
273. CCUs not to be issued unless terms of issue approved by Registrar
274. Directors' duties concerning CCUs
275. Redemption of CCUs
276. Capital redemption reserve
277. Issue of shares in substitution for redemption
Division 3 - Receivers and managers
278. (Repealed)
279. Receivers and managers
Division 4 - Disposal of surplus from activities
280. Retention of surplus for benefit of co-operative
281. Application for charitable purposes or members' purposes
282. Distribution of surplus or reserves to members
283. Application of surplus to other persons
Division 5 - Prudential standards etc
284. Prudential standards may be prescribed
285. Acquisition and disposal of assets
PART 11 - RESTRICTIONS ON THE ACQUISITION OF INTERESTS IN CO-OPERATIVES
Division 1 - Restrictions on share and voting interests
286. Notice required to be given of voting interest
287. Notice required to be given of substantial share interest
288. Requirements for notices
289. Maximum permissible level of share interest
290. Shares to be forfeited to remedy contravention
291. Powers of board in response to suspected contravention
292. Powers of Court with respect to contraventions
293. Co-operative to inform Registrar of interest over 20%
294. Co-operative to keep register
295. Unlisted companies to provide list of shareholders etc
296. Excess share interest not to affect loan liability
297. Extent of operation of Division
298. Registrar may grant exemption from Division
Division 2 - Restrictions on certain share offers
299. Share offers to which Division applies
300. Requirements to be satisfied before offer can be made
301. Some offers totally prohibited if they discriminate
302. Offers to be submitted to board first
303, 304. (Repealed)
305. Announcements of proposed takeovers concerning proposed company
306. Additional disclosure requirements for offers involving conversion to company
307. Consequences of prohibited offer
308. Council may grant exemptions
PART 12 - MERGER, TRANSFER OF ENGAGEMENTS, WINDING UP ETC
Division 1 - Merger and transfer of engagements
309. Application of Division
310. Mergers and transfers of engagements of local co-operatives
311. Requirements before application can be made
311A. Disclosure statement required
311B. Making an application
311C. Approval of merger
312. Exemptions concerning mergers
313. Approval of transfer of engagements
314. Transfer of engagements by direction of Registrar
315. Representations to Council on direction to transfer engagements
Division 3 - Transfer of incorporation
316. Application for transfer
317. Meaning of "new body" and "transfer"
318. New body ceases to be registered as co-operative
319. Transfer not to impose greater liability etc
320. Effect of new certificate of incorporation
321. New body is a continuation of the co-operative
321A. Registration under the Associations Incorporation Act 2009
322. Stamp duty
Division 4 - Winding up
323. Methods of winding up
324. Winding up on Registrar's certificate
325. Application of Corporations Act to winding up
326. Restrictions on voluntary winding up
327. Commencement of members' voluntary winding up
328. Distribution of surplus--non-trading co-operatives
329. Liquidator--vacancy may be filled by Registrar
330. Review of liquidator's remuneration
331. Liability of member to contribute in a winding up where shares forfeited etc
Division 5 - Administration of co-operative--application of Corporations Act
332. Adoption of Part 5.3A of Corporations Act
332A. Appointment of administrator by Registrar
Division 6 - Appointment of administrator
333. Appointment of administrator of co-operative
334. Effect of appointment of administrator
335. Revocation of appointment
336. Expenses of administration
337. Liabilities arising from administration
337A. Additional powers of Registrar
337B. Stay of proceedings
337C. Administrator to report to Registrar
338. Council may direct revocation of administrator's appointment
Division 7 - Effect of merger etc on property, liabilities etc
339. How this Division applies to a merger
340. How this Division applies to a transfer of engagements
341. How this Division applies to a transfer of incorporation
342. Effect of merger on property, liabilities etc
Division 8 - Miscellaneous
343. Grounds for winding up, transfer of engagements, appointment of administrator
343A. (Repealed)
343B. Application of Corporations Act concerning insolvent co-operatives
PART 13 - ARRANGEMENTS AND RECONSTRUCTIONS
Division 1 - General requirements
344. Requirements for binding compromise or arrangement
345. Court ordered meeting of creditors
346. Registrar to be given notice and opportunity to make submissions
347. Results of 2 or more meetings
348. Persons disqualified from administering compromise etc
349. Application of provisions of Corporations Act to person appointed
350. Copy of order to be attached to rules
351. Directors to arrange for reports
352. Power of Court to restrain further proceedings
353. Court need not approve compromise or arrangement takeovers
Division 2 - Explanatory statements
354. Explanatory statement required to accompany notice of meeting etc
355. Requirements for explanatory statement
356. Contravention of Division--offence by co-operative
357. Provisions for facilitating reconstructions and mergers
Division 3 - Acquisition of shares of dissenting shareholders
358. Definitions
359. Schemes and contracts to which Division applies
360. Acquisition of shares pursuant to notice to dissenting shareholder
361. Restrictions when excluded shares exceed 10%
362. Remaining shareholders may require acquisition
363. Transfer of shares pursuant to compulsory acquisition
364. Disposal of consideration for shares compulsorily acquired
Division 4 - Miscellaneous
365. Notification of appointment of scheme manager
366. Power of Court to require reports
367. Effect of out-of-jurisdiction compromise or arrangement
368. Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
369. Registrar may appear etc
PART 13A - FOREIGN CO-OPERATIVES
Division 1 - Introductory
369A. Definitions
369B. Co-operatives law
Division 2 - Registration of foreign co-operatives
369C. Operation of foreign co-operatives in New South Wales
369D. What constitutes carrying on business
369E. Application for registration of participating co-operative
369F. Application for registration of non-participating co-operative
369G. Registrar to approve rules of non-participating co-operative
369H. Name of foreign co-operative
369I. Registration of foreign co-operative
369J. Application of Act and regulations to foreign co-operatives
369K. Registrar to be notified of certain changes
369L. Balance sheets
369M. Cessation of business
369N. Co-operative proposing to register as a foreign co-operative
Division 3 - Mergers and transfers of engagements
369O. Who is the appropriate Registrar?
369P. Authority for merger or transfer of engagements
369Q. Requirements before application can be made
369R. Disclosure statement required
369S. Making an application
369T. Approval of merger
369U. Approval of transfer of engagements
369V. Effect of merger or transfer of engagements
369W. Division applies instead of certain other provisions of this Act
PART 14 - SUPERVISION AND PROTECTION OF CO-OPERATIVES
Division 1 - Supervision and inspection
370. Definitions
371. "Co-operative" includes subsidiaries, foreign co-operatives and co-operative ventures
372. Appointment of inspectors
373. Registrar and investigators have functions of inspectors
374. Inspector's certificate of authority
375. Inspectors may require certain persons to appear, answer questions and produce documents
376. Inspectors' powers of entry
377. Powers of inspectors on premises entered
378. Functions of inspectors in relation to relevant documents
379. Offence--failing to comply with requirements of inspector
380. Protection from incrimination
381. Search warrants
382. Copies or extracts of records to be admitted in evidence
383. Privilege
384. Police aid for inspectors
Division 2 - Inquiries
385. Definitions
386. Appointment of investigators
387. Powers of investigators
388. Examination of involved person
389. Privilege
390. Offences by involved person
391. Offences relating to documents
392. Record of examination
393. Report of investigator
394. Proceedings following inquiry
395. Admission of investigator's report as evidence
396. Costs of inquiry
Division 3 - Prevention of fraud etc
397. Falsification of records
398. Fraud or misappropriation
399. Offering or paying commission
400. Accepting commission
401. False statements in loan application etc
Division 4 - Miscellaneous powers of the Registrar
402. Application for special meeting or inquiry
403. Holding of special meeting
404. Expenses of special meeting or inquiry
405. Power to hold special inquiry into co-operative
406. Special meeting following inquiry
407. Information and evidence
408. Extension or abridgment of time
408A. Power of Registrar to intervene in proceedings
PART 15 - ADMINISTRATION OF THIS ACT
Division 1 - The Registrar
409. Registrar's functions
410. Register of Co-operatives
410A. Keeping of registers
411. Delegation by Registrar
412. Approvals by Registrar
413. Disposal of records by Registrar
413A. Inspection of Register
413B. Lodgment of documents
413C. Method of lodgment
413D. Power of Registrar to refuse to register or reject documents
Division 2 - The Council
414. Constitution of Council
415. Nominations
416. Minister and Registrar may attend meetings
417. Functions of the Council
418. Delegation by Council to Registrar
419. Appeal to Court from decision of Council
Division 3 - Evidence
420. Certificate of incorporation
421. Certificate evidence
422. Orders etc published in the Gazette
423. Records kept by co-operatives
424. Minutes
425. Official certificates etc
426. The Registrar and proceedings
427. Rules
428. Registers
PART 16 - OFFENCES AND PROCEEDINGS
429. Offences by officers of co-operatives
430. Notice to be given of conviction for offence
431. Secrecy
432. False or misleading statements
433. Further offence for continuing failure to do required act
434. Civil remedies
435. Proceedings for offences etc
PART 17 - GENERAL
436. (Renumbered)
436A. (Renumbered)
436B. (Renumbered)
437. Exemption from stamp duty
438. (Repealed)
439. Co-operative ceasing to exist
440. Service of documents on co-operative
440A. Service on member of co-operative
441. Reciprocal arrangements
442. Translations of documents
443. Injunctions
443A. Power of Court to punish for contempt
444. Savings and transitional provisions
445. (Repealed)
446. Regulations
SCHEDULE 1
SCHEDULE 2
Schedule 3 (Repealed)
SCHEDULE 4
SCHEDULE 5
SCHEDULE 6
Schedule 7 (Repealed)