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This is a Bill, not an Act. For current law, see the Acts databases.


CO-OPERATIVES AMENDMENT BILL 2015

                       Western Australia


      Co-operatives Amendment Bill 2015

                           Contents

1.       Short title                                                 2
2.       Commencement                                                2
3.       Act amended                                                 2
4.       Section 4 amended                                           2
5.       Sections 5A and 5B inserted                                 5
         5A.      Corresponding co-operatives laws             5
         5B.      Involvement in contraventions                5
6.       Section 10 amended                                          6
7.       Section 11 amended                                          6
8.       Part 2 Division 1 heading replaced                          8
         Division 1 -- Introductory
9.       Section 13 amended                                          8
10.      Section 14 amended                                          8
11.      Section 15A inserted                                        9
         15A.     Provisions regarding Registrar's approvals
                  about numbers                                9
12.      Section 15 amended                                         10
13.      Section 16 amended                                         10
14.      Section 17 amended                                         12
15.      Section 18 amended                                         13
16.      Section 22 amended                                         14
17.      Section 23 amended                                         15
18.      Section 24 amended                                         15
19.      Section 28 amended                                         16
20.      Section 33 amended                                         16
21.      Section 65 amended                                         17
22.      Section 68 amended                                         17
23.      Section 69A inserted                                       18
         69A.     False copies of documents                    18
24.      Section 75 amended                                         19
25.      Section 76 amended                                         20
26.      Section 84 amended                                         20

                             155--1                                  page i
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Contents



      27.    Section 86 amended                                          20
      28.    Part 4 Division 6A inserted                                 20
             Division 6A -- Inspection of books
             90A.      Order for inspection of books of
                       co-operative                                 20
             90B.      Ancillary orders                             22
             90C.      Disclosure of information acquired in
                       inspection                                   22
             90D.      Co-operative may allow member to
                       inspect books                                22
      29.    Section 98 amended                                          23
      30.    Section 103 amended                                         23
      31.    Section 126 amended                                         24
      32.    Section 131 amended                                         25
      33.    Section 132 amended                                         25
      34.    Section 133 amended                                         26
      35.    Part 7 Division 2 heading replaced                          26
             Division 2 -- Disclosure requirements for
                    distributing co-operatives
      36.    Sections 137A and 137B inserted                             26
             137A.     Registration of current disclosure
                       statement                                    26
             137B.     Restrictions on advertising and publicity:
                       shares                                       27
      37.    Sections 137 and 138 replaced                               28
             137.      Disclosure to intending shareholders in
                       distributing co-operative                    28
      38.    Section 139 amended                                         29
      39.    Part 7 Division 3A inserted                                 30
             Division 3A -- Compensation for defective
                    disclosure
             140A.     Contravention leading to right to recover
                       loss or damage                               30
             140B.     Right to recover for loss or damage
                       resulting from contravention                 31
             140C.     Due diligence defence                        32
             140D.     General defences                             33
      40.    Section 141 deleted                                         33
      41.    Section 146 amended                                         33
      42.    Part 7 Division 4A inserted                                 34
             Division 4A -- Provisions applying to particular
                    share subscriptions
             150A.     Term used: disclosure statement              34
             150B.     Application of this Division                 34
             150C.     Application money to be held on trust        34


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                                                                   Contents



      150D.     Minimum subscription condition must be
                fulfilled before issue or transfer            35
      150E.     Repayment of money if disclosure
                statement condition not met                   36
43.   Part 7 Division 4 heading replaced                              37
      Division 4 -- Disclosure and registration of interests
             in shares
44.   Section 151 amended                                            37
45.   Section 163 amended                                            37
46.   Section 169 amended                                            38
47.   Section 171 amended                                            38
48.   Section 180 amended                                            38
49.   Section 181 amended                                            39
50.   Section 185 amended                                            39
51.   Section 187 amended                                            39
52.   Section 190 amended                                            40
53.   Section 194 amended                                            40
54.   Section 196 amended                                            40
55.   Sections 197A to 197D inserted                                 41
      197A.     Auditor entitled to notice and other
                communications                                41
      197B.     Auditor's right to be heard at general
                meetings                                      41
      197C.     Questions and comments by members on
                co-operative management at annual
                general meeting                               42
      197D.     Questions by members of auditors at
                annual general meeting                        42
56.   Section 197 amended                                            43
57.   Section 198 amended                                            44
58.   Section 200 deleted                                            44
59.   Section 205 amended                                            44
60.   Section 206A inserted                                          45
      206A.     Removal from office by resolution             45
61.   Part 9 Division 2A inserted                                     47
      Division 2A -- Disqualification from
             managing co-operatives
      206B.     Offence for disqualified person to manage
                co-operative                                  47
      206C.     Automatic disqualification for offences       48
      206D.     Extension of period of automatic
                disqualification                              49
      206E.     Court's power of disqualification:
                contravention of civil penalty provision      49



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             206F.    Court's power of disqualification:
                      insolvency and non-payment of debts           50
             206G.    Court's power of disqualification: repeated
                      contraventions of law                         51
             206H.    Registrar's power of disqualification         52
             206I.    Registrar's power to give permission          53
             206J.    Court's power to grant leave                  54
      62.    Section 207A inserted                                       55
             207A.    Responsibility of secretary                   55
      63.    Sections 207 to 212 replaced                                55
             207.     Care and diligence: civil obligations         55
             208.     Good faith: civil obligations                 56
             209.     Use of position: civil obligations            57
             210.     Use of information: civil obligations         57
             211.     Good faith, use of position and use of
                      information: criminal offences                57
             212.     Other duties and liabilities not affected     59
      64.    Section 213 amended                                         59
      65.    Section 214 amended                                         59
      66.    Section 215 amended                                         60
      67.    Section 216 amended                                         60
      68.    Section 217 amended                                         60
      69.    Section 218 amended                                         60
      70.    Section 220 amended                                         61
      71.    Part 9 Division 6 deleted                                   61
      72.    Part 9 Division 7 heading replaced                          61
             Division 7 -- Registers, books and returns
      73.    Section 230 amended                                         61
      74.    Section 232 amended                                         62
      75.    Section 233 amended                                         63
      76.    Section 234 amended                                         63
      77.    Section 235 deleted                                         64
      78.    Section 236 amended                                         64
      79.    Section 237 amended                                         64
      80.    Section 238 amended                                         64
      81.    Section 240 replaced                                        65
             240.     Name to appear on business documents
                      etc.                                          65
      82.    Section 241 amended                                         66
      83.    Section 242 amended                                         66
      84.    Section 243 amended                                         66
      85.    Part 10A inserted                                           67



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                           Co-operatives Amendment Bill 2015



                                                              Contents



Part 10A -- Financial reports and audit
Division 1 -- Preliminary
244A.      Terms used                                    67
244B.      General modifications to applied
           provisions of the Corporations Act Chapter
           2M                                            68
Division 2 -- Financial records
244C.      Obligation to keep financial records          69
244D.      Language requirements                         69
244E.      Physical format                               70
244F.      Place where records are kept                  70
244G.      Director access                               71
Division 3 -- Annual financial reports and directors'
       reports generally
244H.      Who has to prepare annual financial
           reports and directors' reports                72
244I.      Small co-operative: direction by members      72
244J.      Small co-operative: direction by Registrar    74
Division 4 -- Annual financial reports
244K.      Contents of annual financial report           75
244L.      Compliance with accounting standards
           and regulations                               76
244M.      True and fair view                            77
244N.      Audit of financial report                     77
244O.      Application of Corporations Act to
           co-operatives with quoted securities:
           declaration about financial statements by
           certain officers                              78
Division 5 -- Annual directors' reports
244P.      Annual directors' report                      78
244Q.      Annual directors' report: general
           information                                   80
244R.      Annual directors' report: specific
           information                                   81
244S.      Application of Corporations Act to
           co-operatives with quoted securities:
           additional information to be provided in
           annual directors' report                      86
Division 6 -- Half-year financial report and
       directors' report
244T.      Application of Corporations Act to
           co-operatives that are disclosing entities:
           half-year financial reports and directors'
           reports                                       86
Division 7 -- Audit and auditor's report
244U.      Application of Corporations Act: audit and
           auditor's report                              87


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Co-operatives Amendment Bill 2015



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             Division 8 -- Annual financial reporting to members
             244V.      Annual financial reporting to members         87
             244W.      Deadline for reporting to members             90
             244X.      Member's choices for annual financial
                        information                                   91
             244Y.      Consideration of reports at annual general
                        meeting                                       92
             244ZA. Application of Corporations Act: additional
                        reporting by debenture issuers                92
             Division 9 -- Lodging reports and returns with
                    Registrar
             244ZB. Lodgment of annual returns with the
                        Registrar                                     93
             244ZC. Lodgment of financial reports etc. with
                        Registrar                                     94
             244ZD. Lodgment of half-year reports with the
                        Registrar                                     94
             244ZE. Registrar's power to require lodgment             95
             244ZF.     Relodgment if financial report or directors'
                        reports amended after lodgment                95
             Division 10 -- Special provisions about consolidated
                    financial statements
             244ZG. Application of Corporations Act: special
                        provisions about consolidated financial
                        statements                                    96
             Division 11 -- Financial years and half years
             244ZH. Financial year                                    96
             244ZI.     Half-year                                     97
             Division 12 -- Auditors
             Subdivision 1 -- General provisions relating to
                    auditors
             244ZJ.     Application of Corporations Act: auditors     97
             Subdivision 2 -- Appointment of auditors
             244ZK. Appointment of auditor of small
                        co-operative                                  98
             244ZL.     Initial appointment of auditor of a large
                        co-operative                                  98
             244ZM. Annual appointment at annual general
                        meeting of auditor of large co-operative to
                        fill vacancy                                  99
             244ZN. Appointment by directors or annual
                        general meeting of auditor of large
                        co-operative to fill casual vacancy          103
             244ZO. Appointment to replace auditor removed
                        from office                                  104
             244ZP. Registrar to be notified of appointment of
                        auditor                                      105


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      244ZQ.    Registrar may appoint auditor of large
                co-operative if auditor removed but not
                replaced                                      105
      244ZR. Registrar's general power to appoint
                auditor of large co-operative                 106
      244ZS. Restrictions on Registrar's powers to
                appoint auditor of large co-operative         107
      244ZT.    Remaining auditors may act during
                vacancy                                       107
      244ZU. Nomination of auditor                            108
      244ZV. Auditor's consent to appointment                 109
      Subdivision 3 -- Removal and resignation of
             auditors
      244ZW. Removal and resignation of auditors              110
      244ZX. Effect of winding-up on office of auditor        113
      Subdivision 4 -- Auditors' fees and expenses
      244ZY. Fees and expenses of auditors                    113
      Subdivision 5 -- Protection of auditors
      244ZZA. Protection of auditors                          113
      Division 13 -- Accounting and auditing standards
      244ZZB. Accounting and auditing standards               114
      244ZZC. Interpretation of accounting and auditing
                standards                                     115
      Division 14 -- Exemptions and modifications
      244ZZD. Exemptions: individual co-operatives            115
      244ZZE. Exemptions: classes of co-operatives            116
      244ZZF. Exemptions: criteria for exemptions for
                individual co-operatives or classes of
                co-operatives                                 117
      244ZZG. Exemptions: non-auditor members and
                former members of audit firms, and former
                employees of audit companies                  118
      244ZZH. Exemptions: classes of non-auditor
                members                                       119
      244ZZI. Exemptions: criteria for exemptions for
                non-auditor members etc.                      120
      244ZZJ. Exemptions from regulations                     120
      244ZZK. Registrar's power to modify the operation of
                section 324DA of Corporations Act             121
      244ZZL. Auditor to notify co-operative of declaration   123
      244ZZM. Amendment, suspension or revocation of
                exemption                                     124
      Division 15 -- Miscellaneous
      244ZZN. Disclosure by directors                         124
      244ZZO. Contravention by directors of a provision of
                this Part                                     124
86.   Section 250 amended                                            125


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Co-operatives Amendment Bill 2015



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      87.    Section 251 deleted                                         125
      88.    Section 252 amended                                         126
      89.    Sections 253A and 253B inserted                             127
             253A.     Restrictions on advertising and publicity   127
             253B.     Application money to be held on trust       127
      90.    Section 254 amended                                         128
      91.    Section 255 amended                                         128
      92.    Section 257 amended                                         129
      93.    Section 261 amended                                         129
      94.    Section 271 amended                                         129
      95.    Section 273 amended                                         130
      96.    Section 284 amended                                         132
      97.    Section 288 amended                                         132
      98.    Section 289 amended                                         133
      99.    Section 290 replaced                                        134
             290.      Requirements to be satisfied before offer
                       can be made                                 134
      100.   Section 291 amended                                         134
      101.   Section 293 amended                                         134
      102.   Section 296 amended                                         135
      103.   Section 300 amended                                         135
      104.   Section 306 amended                                         135
      105.   Section 309 amended                                         136
      106.   Section 315 amended                                         137
      107.   Section 316 replaced                                        137
             316.      Application of Corporations Act to
                       winding-up and deregistration               137
      108.   Section 317 amended                                         139
      109.   Section 322 amended                                         139
      110.   Part 12 Division 4 heading replaced                         140
             Division 4 -- Administration
      111.   Part 12 Division 4 Subdivision 1 inserted                   140
             Subdivision 1 -- Introductory
             323A.    Operation of this Division                   140
      112.   Part 12 Division 4 Subdivision 2 heading inserted           140
             Subdivision 2 -- Administration under Corporations
                   Act
      113.   Section 323 amended                                         140
      114.   Section 324A inserted                                       141
             324A.     Appointment of administrator by Registrar
                       in case of insolvency                       141
      115.   Part 12 Division 5 heading replaced                         142

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       Subdivision 3 -- Administration: alternative
             procedure
116.   Section 324B inserted                                         142
       324B.    Operation of this Division                    142
117.   Section 325 amended                                           142
118.   Section 326 amended                                           143
119.   Section 336 amended                                           143
120.   Section 337 amended                                           143
121.   Section 344 amended                                           145
122.   Section 346 amended                                           145
123.   Section 359 amended                                           145
124.   Part 14 heading replaced                                      146
       Part 14 -- Participating co-operatives
125.   Section 365 deleted                                           146
126.   Section 366 amended                                           146
127.   Section 367 deleted                                           146
128.   Section 368 amended                                           147
129.   Part 14 Division 2 heading replaced                           147
       Division 2 -- Participating co-operatives carrying on
              business in this State
130.   Section 370 amended                                           148
131.   Sections 372 to 374 replaced                                  148
       372.     Existing foreign co-operatives                148
132.   Section 376 amended                                           149
133.   Section 377 amended                                           149
134.   Sections 378 and 379 replaced                                 150
       378.     Appeal against Registrar's decision under
                s. 377(5)                                     150
       379.     Application of Act and regulations to
                participating co-operatives                   151
135.   Section 380 replaced                                          151
       380A.    False copies of rules of participating
                co-operative                                  151
       380B.    False copies of documents of participating
                co-operatives                                 152
       380C.    Restrictions on advertising and publicity:
                shares in participating co-operatives         153
       380D.    Restrictions on advertising and publicity:
                debentures or CCUs in participating
                co-operatives                                 154
       380E.    Registrar's directions about participating
                co-operative obtaining financial
                accommodation                                 155



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Co-operatives Amendment Bill 2015



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             380.     Name and place of origin to appear on
                      business and other documents of
                      participating co-operative                 156
     136.    Section 381 amended                                       157
     137.    Sections 382 and 383 deleted                              158
     138.    Section 384 amended                                       158
     139.    Section 385A inserted                                     158
             385A.    Registrar may exempt participating
                      co-operatives                              158
     140.    Section 386 amended                                       159
     141.    Section 387 amended                                       159
     142.    Section 388 amended                                       160
     143.    Part 14 Division 5 heading replaced                       160
             Division 5 -- Mergers and transfers of engagements
                    affecting participating co-operatives
     144.    Section 389 amended                                       161
     145.    Section 390 amended                                       161
     146.    Section 391 amended                                       161
     147.    Section 392 amended                                       162
     148.    Section 393 amended                                       163
     149.    Section 394 amended                                       163
     150.    Section 395 amended                                       163
     151.    Section 396 amended                                       164
     152.    Part 15 Division 1A inserted                              164
             Division 1A -- Examining a person about a
                    co-operative
             398A.     Application of Corporations Act:
                       court-directed examinations               164
     153.    Part 15 Division 1 heading replaced                       164
             Division 1 -- Supervision and inspection
     154.    Section 398 amended                                       164
     155.    Section 399 amended                                       165
     156.    Section 400 amended                                       165
     157.    Section 412 amended                                       166
     158.    Section 415 amended                                       166
     159.    Section 419 amended                                       167
     160.    Section 420 amended                                       167
     161.    Section 421 amended                                       167
     162.    Section 422 amended                                       167
     163.    Section 423 amended                                       167
     164.    Section 427 amended                                       168
     165.    Section 431 amended                                       168

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166.   Section 432 amended                                              168
167.   Section 438 replaced                                             168
       438.       Falsification of books                         168
168.   Section 449 amended                                              170
169.   Section 452 amended                                              170
170.   Section 454 amended                                              170
171.   Part 16 Division 4 deleted                                       171
172.   Part 17 heading replaced                                         171
       Part 17 -- Legal proceedings and other matters
       Division 1 -- Offences, enforcement and remedies
173.   Section 474 deleted                                              171
174.   Section 476 amended                                              171
175.   Section 478 amended                                              172
176.   Section 480A inserted                                            172
       480A.      Order against person concerned with
                  co-operative                                   172
177.   Section 481 replaced                                             174
       481A.      Undertakings                                   174
       481B.      Offence of contravention of undertaking        175
       481C.      Enforcement order on application with
                  consent of person giving undertaking           175
       481D.      Enforcement orders after contravention of
                  undertaking                                    175
       481E.      Copy of undertaking                            177
       481F.      Registration of undertakings                   177
       481G.      Double jeopardy                                178
       481H.      Time limit for starting proceedings for
                  offence                                        178
       481I.      Authorisation to start proceedings for
                  offence                                        179
       481.       Proceedings for recovery of fine or penalty
                  imposed by rules                               179
178.   Part 17 Divisions 2 and 3 inserted                               179
       Division 2 -- Civil consequences of contravening
              civil penalty provisions
       482A.      Terms used                                     179
       482B.      Declarations of contravention                  180
       482C.      Declaration of contravention is conclusive
                  evidence                                       181
       482D.      Pecuniary penalty orders                       181
       482E.      Compensation orders                            182
       482F.      Who may apply for a declaration or order       183
       482G.      Time limit for application for a declaration
                  or order                                       183




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             482H.     Civil evidence and procedural rules for
                       declarations and civil penalty orders        183
             482I.     Civil proceedings after criminal
                       proceedings                                  184
             482J.     Criminal proceedings during civil
                       proceedings                                  184
             482K.     Criminal proceedings after civil
                       proceedings                                  184
             482L.     Evidence given in proceedings for penalty
                       not admissible in criminal proceedings       185
             482M.     Relief from liability for contravention of
                       civil penalty provision                      185
             Division 3 -- Miscellaneous
             482N.     Power to grant relief                        187
             482O.     Irregularities                               189
             482P.     Civil proceedings not to be stayed           192
             482Q.     Standard of proof                            192
      179.   Section 482 amended                                          193
      180.   Section 483 amended                                          193
      181.   Section 484 amended                                          195
      182.   Section 485 amended                                          195
      183.   Section 487 replaced                                         196
             487.      Disclosure statements                        196
      184.   Section 489A inserted                                        196
             489A.     Approvals to be in writing                   196
      185.   Schedule 3 clause 1 amended                                  197
      186.   Schedule 3 clause 32 amended                                 197
      187.   Schedule 3 clause 39 amended                                 197
      188.   Schedule 3 clause 41 amended                                 197
      189.   Schedule 4 clause 1 amended                                  198
      190.   Schedule 4 clause 20 amended                                 198
      191.   Schedule 4 clause 22 amended                                 199
      192.   Schedule 4 clause 23 amended                                 199
      193.   Schedule 5 deleted                                           199
      194.   Schedule 6 amended                                           199
      195.   Schedule 6 Division 1 inserted                               200
             Division 1 -- Modifications to Corporations Act
                    provisions applying under section 316
             1A.       Modifications to winding-up and
                       deregistration provisions: co-operatives     200
      196.   Schedule 6 Division 2 heading inserted                       202
             Division 2 -- Modifications to Corporations Act
                    provisions applying under section 387
      197.   Schedule 6 clause 1 amended                                  203


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198.   Various references to "co-operative capital unit"
       amended                                              204
199.   Various references to "foreign co-operative"
       amended                                              205
200.   Various penalties amended                            206




                                                           page xiii
                           Western Australia


                      LEGISLATIVE COUNCIL


         Co-operatives Amendment Bill 2015

                               A Bill for


An Act to amend the Co-operatives Act 2009.



The Parliament of Western Australia enacts as follows:




                                                         page 1
     Co-operatives Amendment Bill 2015



     s. 1




1    1.         Short title
2               This is the Co-operatives Amendment Act 2015.

3    2.         Commencement
4               This Act comes into operation as follows --
5                (a) sections 1 and 2 -- on the day on which this Act
6                      receives the Royal Assent;
7                (b) the rest of the Act -- on a day fixed by proclamation,
8                      and different days may be fixed for different provisions.

9    3.         Act amended
10              This Act amends the Co-operatives Act 2009.

11   4.         Section 4 amended
12        (1)   In section 4(1) delete the definitions of:
13              co-operative capital unit
14              foreign co-operative
15              officer
16              records
17        (2)   In section 4(1) insert in alphabetical order:
18

19                    books includes --
20                      (a) a register; and
21                      (b) minutes; and
22                      (c) any other record of information; and
23                      (d) financial reports or financial records, however
24                            compiled, recorded or stored; and
25                      (e) a document;
26                    carry on business, in relation to a co-operative or a
27                    participating co-operative, has the same meaning as it


     page 2
                            Co-operatives Amendment Bill 2015



                                                            s. 4



1    has in the Corporations Act Part 1.2 Division 3 in
2    relation to a company;
3    CCU means a co-operative capital unit as defined in
4    section 257(1);
5    corresponding co-operatives law means a law of
6    another jurisdiction declared under section 5A to be a
7    corresponding co-operatives law;
8    department means the department of the Public Service
9    principally assisting the Minister in the administration
10   of this Act;
11   director, of a co-operative, includes --
12     (a) a person who occupies or acts in the position of
13           a director or member of the board of a
14           co-operative, whether or not the person is
15           called a director and whether or not the person
16           is validly appointed or properly authorised to
17           act in the position; and
18     (b) a person under whose directions or instructions
19           the directors or members of the board of
20           directors of the co-operative are accustomed to
21           act;
22   financial year has the meaning given in
23   section 244ZH;
24   half-year has the meaning given in section 244ZI;
25   involved, in a contravention, has the meaning given in
26   section 5B;
27   jurisdiction means a State or Territory;
28   large co-operative means a co-operative that is not a
29   small co-operative;
30   legal practitioner means an Australian legal
31   practitioner within the meaning of that term in the
32   Legal Profession Act 2008 section 3;



                                                         page 3
     Co-operatives Amendment Bill 2015



     s. 4



1                  officer, of a co-operative or participating co-operative,
2                  means --
3                    (a) a director or secretary of the co-operative; or
4                    (b) a person --
5                             (i) who makes, or participates in making,
6                                  decisions that affect the whole, or a
7                                  substantial part, of the business of the
8                                  co-operative; or
9                            (ii) who has the capacity to affect
10                                 significantly the co-operative's financial
11                                 standing; or
12                          (iii) in accordance with whose instructions
13                                 or wishes the directors of the
14                                 co-operative are accustomed to act
15                                 (excluding advice given by the person in
16                                 the proper performance of functions
17                                 attaching to the person's professional
18                                 capacity or their business relationship
19                                 with the directors or the co-operative);
20                         or
21                   (c) a receiver, or receiver and manager, of property
22                         of the co-operative; or
23                   (d) an administrator of the co-operative; or
24                   (e) an administrator of a deed of arrangement
25                         executed by the co-operative; or
26                    (f) a liquidator of the co-operative; or
27                   (g) a trustee or other person administering a
28                         compromise or arrangement made between the
29                         co-operative and someone else;
30                 participating co-operative means a body that is
31                 registered and incorporated under, and is subject to, a
32                 corresponding co-operatives law;



     page 4
                                          Co-operatives Amendment Bill 2015



                                                                               s. 5



1                 participating jurisdiction means a jurisdiction in which
2                 a corresponding co-operatives law is in force;
3                 participating Registrar means a person exercising the
4                 functions of a Registrar under a corresponding
5                 co-operatives law;
6                 quoted security means a security that is quoted on a
7                 prescribed financial market (as defined in the
8                 Corporations Act section 9);
9                 small co-operative means a co-operative of a class or
10                description prescribed by the regulations;
11


12   5.     Sections 5A and 5B inserted
13          At the end of Part 1 Division 1 insert:
14


15        5A.     Corresponding co-operatives laws
16                The regulations may declare a law of another
17                jurisdiction that substantially corresponds to this Act to
18                be a corresponding co-operatives law for the purposes
19                of this Act.

20        5B.     Involvement in contraventions
21                For the purposes of this Act, a person is involved in a
22                contravention if, and only if, the person --
23                  (a) has aided, abetted, counselled or procured the
24                        contravention; or
25                  (b) has induced, whether by threats or promises or
26                        otherwise, the contravention; or
27                  (c) has been in any way, by act or omission,
28                        directly or indirectly, knowingly concerned in,
29                        or party to, the contravention; or




                                                                        page 5
     Co-operatives Amendment Bill 2015



     s. 6



1                     (d)   has conspired with others to effect the
2                           contravention.
3


4    6.       Section 10 amended
5             In section 10(1) after "co-operatives" insert:
6

7             or participating co-operatives
8


9    7.       Section 11 amended
10            In section 11(1):
11              (a) before paragraph (a) insert:
12

13                   (aa)   a reference in the applied provisions to a
14                          corporation, company or public company is to
15                          be read as a reference to a co-operative;
16                   (ab)   a reference in the applied provisions to ASIC is
17                          to be read as a reference to the Registrar;
18

19             (b)    after paragraph (d) insert:
20

21                   (ea)   a reference in the applied provisions to a
22                          special resolution is to be read as a reference to
23                          a special resolution referred to in section 177 of
24                          this Act;
25                   (eb)   a reference in the applied provisions to
26                          shareholders is to be read as a reference to
27                          members;
28                   (ec)   a reference in the applied provisions (including
29                          the Corporations Act section 311) to "a
30                          contravention of this Act" is to be read as
31                          including a reference to a contravention of this
32                          Act;

     page 6
                                  Co-operatives Amendment Bill 2015



                                                                   s. 7



1          (ed)   despite paragraph (aa), a reference in the
2                 applied provisions to a company that is the
3                 auditor of a company is to be read as a
4                 reference to a company that is the auditor of a
5                 co-operative;
6          (ee)   a statement in the applied provisions that an
7                 offence based on a particular provision is an
8                 offence of strict liability is to be read as a
9                 statement that, despite The Criminal Code
10                section 23B(2), it is immaterial for the purposes
11                of that provision that any event occurred by
12                accident;
13         (ef)   a reference in the applied provisions to
14                "prescribed" is to be read as a reference to
15                "approved by the Registrar" and, without
16                limitation, a reference to a prescribed form is to
17                be read as a reference to a form approved by
18                the Registrar;
19         (eg)   a reference in the applied provisions to
20                regulations is to be read as a reference to
21                regulations made under this Act;
22         (eh)   the applied provisions are to be read as if all
23                notes were deleted;
24

25   (c)    in paragraph (e) after "co-operatives" (each occurrence)
26          insert:
27

28          or participating co-operatives
29




                                                                page 7
     Co-operatives Amendment Bill 2015



     s. 8



1    8.          Part 2 Division 1 heading replaced
2                Delete the heading to Part 2 Division 1 and insert:
3


4                              Division 1 -- Introductory
5


6    9.          Section 13 amended
7          (1)   In section 13(3)(b)(i) delete "prescribed by the regulations," and
8                insert:
9

10               approved by the Registrar,
11

12         (2)   After section 13(3) insert:
13

14               (4)   An approval under subsection (3)(b)(i) may be given in
15                     relation to a particular co-operative or class of
16                     co-operatives.
17


18   10.         Section 14 amended
19         (1)   In section 14(3)(b)(i) delete "prescribed by the regulations," and
20               insert:
21

22               approved by the Registrar,
23

24         (2)   After section 14(3) insert:
25

26               (4)   An approval under subsection (3)(b)(i) may be given in
27                     relation to a particular co-operative or class of
28                     co-operatives.
29



     page 8
                                           Co-operatives Amendment Bill 2015



                                                                            s. 11



1    11.     Section 15A inserted
2            At the end of Part 2 Division 1 insert:
3


4          15A.    Provisions regarding Registrar's approvals about
5                  numbers
6            (1)   The Registrar may give one composite approval that
7                  operates as more than one of the following --
8                    (a) an approval concerning the number of active
9                         members of a co-operative required under
10                        section 13(3)(b)(i) or 14(3)(b)(i);
11                  (b) an approval concerning the number of persons
12                        required to hold the formation meeting of a
13                        co-operative under section 15(3)(b);
14                   (c) an approval concerning the number of members
15                        required to sign the application for registration
16                        of a proposed co-operative under
17                        section 18(1)(c)(ii);
18                  (d) an approval concerning the minimum number
19                        of members for a co-operative to continue to
20                        carry on business under section 65(3)(b).
21           (2)   A composite approval may be given in relation to --
22                  (a) a particular co-operative or proposed
23                       co-operative; or
24                  (b) a particular class of co-operatives or proposed
25                       co-operatives; or
26                  (c) all co-operatives or proposed co-operatives.
27           (3)   This section does not limit the power of the Registrar
28                 to give separate approvals under any of the relevant
29                 sections.
30




                                                                       page 9
     Co-operatives Amendment Bill 2015



     s. 12



1    12.          Section 15 amended
2          (1)    Delete section 15(2)(b) and insert:
3

4                         (b)   a disclosure statement approved under
5                               section 16 must be presented to the meeting in
6                               the case of --
7                                  (i) a proposed distributing co-operative; or
8                                 (ii) a proposed non-distributing
9                                       co-operative that is the subject of a
10                                      direction under section 16(2B);
11                              and
12

13         (2)    In section 15(3)(b) delete "prescribed by the regulations, not
14                less than the prescribed number" and insert:
15

16                approved by the Registrar, not less than the approved number
17


18   13.          Section 16 amended
19         (1)    After section 16(1) insert:
20

21               (2A)   If the Registrar so directs under subsection (2B), a draft
22                      disclosure statement of a proposed non-distributing
23                      co-operative must be submitted to the Registrar by the
24                      time specified in the direction.
25               (2B)   The Registrar may by written notice direct that --
26                       (a) a draft disclosure statement of a proposed
27                            non-distributing co-operative must be
28                            submitted to the Registrar by the time specified
29                            in the direction, being a time before the
30                            formation meeting is due to be held; and



     page 10
                                           Co-operatives Amendment Bill 2015



                                                                            s. 13



1                    (b)   a disclosure statement approved under this
2                          section must be presented to the formation
3                          meeting for the co-operative.
4

5    (2)    In section 16(2):
6             (a) delete "The draft" and insert:
7

8                    A draft
9

10            (b)    after "subsection (1)" insert:
11

12                   or (2A)
13

14   (3)    In section 16(3) delete "The disclosure statement" and insert:
15

16          A draft disclosure statement of a proposed distributing
17          co-operative submitted under subsection (1)
18

19   (4)    After section 16(3) insert:
20

21         (4A)     A draft disclosure statement of a proposed
22                  non-distributing co-operative submitted under
23                  subsection (2A) must contain the information that the
24                  Registrar directs to be included.
25

26   (5)    In section 16(4) delete "The disclosure statement" and insert:
27

28          A draft disclosure statement submitted under subsection (1) or
29          (2A)
30




                                                                        page 11
     Co-operatives Amendment Bill 2015



     s. 14



1          (6)   In section 16(5) delete "The Registrar may --" and insert:
2

3                The Registrar may, in respect of a draft disclosure statement
4                submitted under subsection (1) or (2A) --
5

6          (7)   In section 16(6) and (7) after "disclosure statement" insert:
7

8                submitted under subsection (1) or (2A)
9

10         (8)   In section 16(8) delete "the disclosure statement as submitted to
11               the Registrar" and insert:
12

13               a disclosure statement as submitted to the Registrar under
14               subsection (1) or (2A)
15

16         (9)   After section 16(8) insert:
17

18               (9)   If the Registrar approves an amended or different
19                     disclosure statement, or refuses to approve a disclosure
20                     statement, the Registrar must give the person who
21                     submitted the draft statement written notice of the
22                     reasons for doing so.
23


24   14.         Section 17 amended
25         (1)   In section 17(4):
26                 (a) in paragraph (c) delete "rules." and insert:
27

28                       rules; or
29




     page 12
                                               Co-operatives Amendment Bill 2015



                                                                                  s. 15



1                 (b)    after paragraph (c) insert:
2

3                        (d)   require the person submitting the draft rules to
4                              give the Registrar any additional information
5                              the Registrar reasonably requires, and then act
6                              under paragraph (a), (b) or (c).
7

8          (2)   After section 17(6) insert:
9

10               (7)    If the Registrar approves different rules to those
11                      submitted, or refuses to approve proposed rules, the
12                      Registrar must give the person who submitted the
13                      proposed rules notice of the reasons for doing so.
14


15   15.         Section 18 amended
16               In section 18(1):
17                 (a) in paragraph (c)(ii) delete "prescribed under a
18                       regulation, at least the prescribed number" and insert:
19

20                       approved by the Registrar, at least the approved number
21

22                (b)    in paragraph (d)(ii) delete "proposed distributing
23                       co-operative," and insert:
24

25                       proposed distributing co-operative, or a proposed
26                       non-distributing co-operative that is the subject of a
27                       direction under section 16(2B) --
28




                                                                              page 13
     Co-operatives Amendment Bill 2015



     s. 16



1    16.         Section 22 amended
2          (1)   In section 22(1):
3                  (a) delete "special resolution in accordance with its
4                        constitution" and insert:
5

6                          resolution
7

8                  (b)     in paragraph (b) delete "Act." and insert:
9

10                         Act; and
11

12                 (c)     after paragraph (b) insert:
13

14                         (c)   the proposed rules of the proposed co-operative
15                               approved under section 17, including active
16                               membership provisions in accordance with
17                               Part 6.
18

19         (2)   Delete section 22(2) to (4) and insert:
20

21               (2)     At the meeting to pass the resolution, a disclosure
22                       statement approved under section 16 must be presented
23                       to the meeting in the case of --
24                         (a) a proposed distributing co-operative; or
25                         (b) a proposed non-distributing co-operative that is
26                               the subject of a direction under section 16(2B).
27               (3)     A resolution under this section must have been passed
28                       by a two-thirds majority of eligible members present at
29                       the meeting.
30

31               Note: The heading to amended section 22 is to read:

32                       Formation meeting


     page 14
                                                 Co-operatives Amendment Bill 2015



                                                                                    s. 17



1    17.         Section 23 amended
2                In section 23(1):
3                  (a) in paragraph (c)(iv) delete "22(2) by special" and insert:
4

5                       22(1) by
6

7                 (b)   in paragraph (c)(v) delete "proposed distributing
8                       co-operative," and insert:
9

10                      proposed distributing co-operative, or a proposed
11                      non-distributing co-operative that is the subject of a
12                      direction under section 16(2B) --
13

14                (c)   delete paragraph (c)(viii) and insert:
15

16                            (viii)     a statement setting out the connection
17                                       that the proposed co-operative would
18                                       have to this State; and
19                             (ix)      a statement of the address of the
20                                       co-operative's registered office or
21                                       proposed registered office; and
22                              (x)      any other particulars that the Registrar
23                                       may require.
24

25         (2)   Delete section 23(2).

26   18.         Section 24 amended
27               In section 24(2):
28                 (a) in paragraph (c) delete "co-operative." and insert:
29

30                      co-operative;
31




                                                                              page 15
     Co-operatives Amendment Bill 2015



     s. 19



1                   (b)    after paragraph (c) insert:
2

3                          (d)   the proposed co-operative must have a
4                                sufficient connection with this State.
5


6    19.          Section 28 amended
7          (1)    After section 28(2) insert:
8

9                (3A)     An alteration of the rules for the conversion of a
10                        non-distributing co-operative to a distributing
11                        co-operative does not have effect without the prior
12                        approval of the Registrar under section 103.
13

14         (2)    After section 28(3) insert:
15

16                (4)     The Registrar may, by order published in the Gazette,
17                        exempt a co-operative or class of co-operatives from
18                        the requirements of subsection (3).
19                (5)     An exemption may be granted unconditionally or
20                        subject to conditions.
21


22   20.          Section 33 amended
23                At the end of section 33(1) insert:
24

25                        Penalty for this subsection: a fine of $6 000.
26




     page 16
                                                 Co-operatives Amendment Bill 2015



                                                                                  s. 21



1    21.          Section 65 amended
2                 In section 65(3)(b) delete "prescribed by the regulations, the
3                 prescribed" and insert:
4

5                 approved by the Registrar, the approved
6


7    22.          Section 68 amended
8          (1)    In section 68(1):
9                   (a) delete "written notice to each person intending to
10                        become a member of the co-operative and eligible to do
11                        so that the person may request to either inspect at the
12                        co-operative's nearest office, or be sent --" and insert:
13

14                         each person intending or applying to become a member
15                         of the co-operative and eligible to do so --
16

17                  (b)    delete paragraph (c) and insert:
18

19                         (c)   a copy of the most recent financial information
20                               reported to members of the co-operative under
21                               Part 10A.
22

23         (2)    After section 68(1) insert:
24

25               (2A)     The board of a co-operative may comply with
26                        subsection (1) in relation to a person by giving the
27                        person a notice stating any or all of the following --
28                          (a) that the person may request to inspect the
29                               documents referred to in subsection (1) at an
30                               office of the co-operative nominated by the
31                               person;


                                                                             page 17
     Co-operatives Amendment Bill 2015



     s. 23



1                        (b)   that the person may request to be sent an
2                              electronic copy of the documents referred to in
3                              subsection (1) by an electronic means
4                              nominated by the person;
5                        (c)   that the documents referred to in subsection (1)
6                              are available on a website and specifying the
7                              direct address on the website where the
8                              documents may be accessed.
9

10         (3)   In section 68(2) delete "(1)," and insert:
11

12               (2A)(a) or (b),
13


14   23.         Section 69A inserted
15               After section 68 insert:
16


17           69A.      False copies of documents
18               (1)   A person who, in purported compliance with
19                     section 68 --
20                       (a) gives a person intending or applying to become
21                             a member of a co-operative a document as a
22                             copy of --
23                                (i) a special resolution of the co-operative;
24                                     or
25                               (ii) the most recent financial information
26                                     reported to members of the co-operative
27                                     under Part 10A;
28                             and
29                       (b) knows, or ought to know that, in a material
30                             respect, it is not a true copy of the resolution or
31                             information; and


     page 18
                                          Co-operatives Amendment Bill 2015



                                                                             s. 24



1                  (c)   does not indicate to that person that it is not a
2                        true copy,
3                is guilty of an offence.
4                Penalty for this subsection: a fine of $1 000.
5          (2)   A person who, in purported compliance with
6                section 68 --
7                  (a) makes available for inspection by a person
8                        intending or applying to become a member of a
9                        co-operative a document as a copy of --
10                          (i) a special resolution of the co-operative;
11                               or
12                         (ii) the most recent financial information
13                               reported to members of the co-operative
14                               under Part 10A;
15                       and
16                 (b) knows, or ought to know that, in a material
17                       respect, it is not a true copy of the resolution or
18                       information; and
19                 (c) does not indicate to that person that it is not a
20                       true copy,
21               is guilty of an offence.
22               Penalty for this subsection: a fine of $1 000.
23


24   24.   Section 75 amended
25         In section 75 delete "sections 76 and 159," and insert:
26

27         sections 76, 158(2) and 159,
28




                                                                       page 19
     Co-operatives Amendment Bill 2015



     s. 25



1    25.       Section 76 amended
2              In section 76(1) delete "section 159," and insert:
3

4              sections 158(2) and 159,
5


6    26.       Section 84 amended
7              In section 84:
8                (a) in paragraph (k) delete "costs." and insert:
9

10                         costs;
11

12                  (b)    after paragraph (k) insert:
13

14                          (l)     an order making alterations to the rules of the
15                                  co-operative.
16


17   27.       Section 86 amended
18             In section 86 delete "member." and insert:
19

20             member or unfairly prejudice the members as a whole.
21


22   28.       Part 4 Division 6A inserted
23             After Part 4 Division 5 insert:
24


25                           Division 6A -- Inspection of books
26           90A.         Order for inspection of books of co-operative
27             (1)        On application by a member of a co-operative, the
28                        Supreme Court may make an order --

     page 20
                                  Co-operatives Amendment Bill 2015



                                                                    s. 28



1           (a)   authorising the applicant to inspect books of the
2                 co-operative; or
3           (b)   authorising another person (whether a member
4                 or not) to inspect books of the co-operative on
5                 the applicant's behalf.
6    (2)   A person who --
7           (a) is granted leave under section 91; or
8           (b) applies for leave under that section; or
9           (c) is eligible to apply for leave under that section,
10         may apply to the Supreme Court for an order under
11         subsection (3).
12   (3)   On application, the Supreme Court may make an order
13         authorising --
14           (a) the applicant to inspect books of the
15                 co-operative; or
16           (b) another person to inspect books of the
17                 co-operative on the applicant's behalf.
18   (4)   The Supreme Court may make the order only if it is
19         satisfied that --
20           (a) the applicant is acting in good faith; and
21           (b) the inspection is to be made for a purpose
22                 connected with --
23                    (i) applying for leave under section 91; or
24                   (ii) bringing or intervening in proceedings
25                         with leave under that section.
26   (5)   A person authorised to inspect books under this section
27         may make copies of the books unless the Supreme
28         Court orders otherwise.




                                                              page 21
     Co-operatives Amendment Bill 2015



     s. 28



1            90B.    Ancillary orders
2                    If the Supreme Court makes an order under
3                    section 90A, the court may make any other orders it
4                    considers appropriate, including either or both of the
5                    following --
6                      (a) an order limiting the use that a person who
7                            inspects books may make of information
8                            obtained during the inspection;
9                      (b) an order limiting the right of a person who
10                           inspects books to make copies in accordance
11                           with section 90A(5).

12           90C.    Disclosure of information acquired in inspection
13             (1)   A person who inspects books on behalf of an applicant
14                   under section 90A must not disclose information
15                   obtained during the inspection.
16                   Penalty for this subsection: a fine of $500.
17             (2)   Subsection (1) does not apply to the extent that the
18                   disclosure is to --
19                     (a) the Registrar; or
20                     (b) the applicant.
21             (3)   Despite The Criminal Code section 23B(2), it is
22                   immaterial for the purposes of subsection (1) that any
23                   event occurred by accident.

24           90D.    Co-operative may allow member to inspect books
25             (1)   The board of a co-operative, or the co-operative by
26                   resolution passed at a general meeting, may authorise a
27                   member to inspect books of the co-operative.
28             (2)   Subsection (1) does not apply to --
29                    (a) minutes of board meetings; or



     page 22
                                                  Co-operatives Amendment Bill 2015



                                                                                 s. 29



1                        (b)   minutes of meetings of committees to which the
2                              board's functions have been delegated under
3                              section 204(1).
4


5    29.          Section 98 amended
6                 Delete section 98(4) and insert:
7

8                 (4)   The rules may adopt by reference all or any of the
9                       provisions of the model rules prescribed under
10                      section 101 as in force at a particular time.
11


12   30.          Section 103 amended
13         (1)    Before section 103(1) insert:
14

15               (1A)   This section applies to --
16                       (a) an alteration of rules referred to in
17                             subsection (1B); and
18                       (b) an alteration of rules referred to in
19                             section 28(3A) relating to the conversion of a
20                             non-distributing co-operative to a distributing
21                             co-operative.
22               (1B)   The Registrar may, by order published in the Gazette,
23                      specify for the purposes of this section classes of
24                      alterations that must not be made to the rules of a
25                      co-operative without the prior approval of the Registrar
26                      and, without limitation, may do so by reference to
27                      classes or subclasses of matters referred to in
28                      Schedule 1.
29




                                                                             page 23
     Co-operatives Amendment Bill 2015



     s. 31



1          (2)   In section 103(1) after "rules of a co-operative" insert:
2

3                to which this section applies
4

5          (3)   In section 103(5):
6                  (a) in paragraph (c) delete "alteration." and insert:
7

8                          alteration; or
9

10                 (b)     after paragraph (c) insert:
11

12                         (d)    require the co-operative to give the Registrar
13                                any additional information the Registrar
14                                reasonably requires, and then act under
15                                paragraph (a), (b) or (c).
16

17         (4)   After section 103(7) insert:
18

19               (8)     If the Registrar approves a different alteration to that
20                       submitted, or refuses to approve a proposed alteration,
21                       the Registrar must give the co-operative written notice
22                       of the reasons for doing so.
23

24               Note: The heading to amended section 103 is to read:

25                       Approval of certain alterations of rules

26   31.         Section 126 amended
27         (1)   In section 126(1) delete "Court may" and insert:
28

29               Court may, on application by the member or former member,
30




     page 24
                                                 Co-operatives Amendment Bill 2015



                                                                                 s. 32



1          (2)    After section 126(1) insert:
2

3                (2A)   An application for an order can only be made within
4                       6 months after --
5                         (a) notice of the board's intention to declare the
6                              membership to be cancelled is given to the
7                              member under section 125(1); or
8                         (b) if notice was not required as referred to in
9                              section 125(2) -- the cancellation takes effect.
10


11   32.          Section 131 amended
12                In section 131(2) delete "the extent they are not inconsistent
13                with the rules of each particular distributing co-operative." and
14                insert:
15

16                a distributing co-operative only to the extent that they are not
17                inconsistent with rules of the co-operative that were in effect
18                immediately before the commencement of the Co-operatives
19                Amendment Act 2015 section 32.
20


21   33.          Section 132 amended
22         (1)    In section 132(1)(a) deleted "289(a)," and insert:
23

24                289(1)(a),
25

26         (2)    In section 132(2)(a) delete "289(a)" and insert:
27

28                289(1)(a)
29




                                                                             page 25
     Co-operatives Amendment Bill 2015



     s. 34



1    34.       Section 133 amended
2              Delete section 133(1)(a).

3    35.       Part 7 Division 2 heading replaced
4              Delete the heading to Part 7 Division 2 and insert:
5


6             Division 2 -- Disclosure requirements for distributing
7                                 co-operatives
8


9    36.       Sections 137A and 137B inserted
10             At the beginning of Part 7 Division 2 insert:
11


12           137A.   Registration of current disclosure statement
13             (1)   A distributing co-operative must take all reasonable
14                   steps to ensure that it has a current disclosure statement
15                   in accordance with this section registered with the
16                   Registrar.
17                   Penalty for this subsection: a fine of $1 000.
18             (2)   The disclosure statement must contain the information
19                   necessary to ensure prospective members are
20                   adequately informed of the nature and extent of a
21                   person's financial involvement or liability as a member
22                   of the co-operative including so far as applicable --
23                     (a) the active membership provisions of the
24                           co-operative; and
25                     (b) the rights and liabilities attaching to shares in
26                           the co-operative; and
27                     (c) any other information that the Registrar directs
28                           to be included.



     page 26
                                     Co-operatives Amendment Bill 2015



                                                                        s. 36



1      (3)   A disclosure statement approved by the Registrar under
2            section 16 is taken to be registered with the Registrar
3            for the purposes of this section until it stops being
4            current under subsection (4).
5      (4)   A disclosure statement stops being current when --
6             (a) a change occurs in the rights or liabilities
7                   attaching to any class of share in the
8                   co-operative; or
9             (b) a significant change occurs in the financial
10                  position or prospects of the co-operative.
11     (5)   The co-operative must lodge a new disclosure
12           statement with the Registrar for registration when the
13           currently registered disclosure statement stops being
14           current, and must do so within 14 days (or a longer
15           period approved by the Registrar) after it stops being
16           current.
17           Penalty for this subsection: a fine of $1 000.
18     (6)   A disclosure statement lodged under subsection (5) is
19           taken to be registered with the Registrar.

20   137B.   Restrictions on advertising and publicity: shares
21     (1)   A person must not --
22            (a) advertise; or
23            (b) publish a statement that directly or indirectly
24                  refers to,
25           an offer, or intended offer, of shares in a distributing
26           co-operative unless a current disclosure statement
27           relating to the shares is registered with the Registrar
28           under section 137A.
29           Penalty for this subsection: a fine of $1 000.
30     (2)   Subsection (1) applies in relation to shares in a
31           distributing co-operative only if the shares are offered,

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     Co-operatives Amendment Bill 2015



     s. 37



1                    or intended to be offered, to persons who are not
2                    shareholders in the co-operative.
3              (3)   A person does not contravene subsection (1) by
4                    publishing an advertisement or statement if they
5                    publish it in the ordinary course of business of --
6                      (a) publishing a newspaper or a magazine; or
7                     (b) broadcasting by radio or television,
8                    and the person did not know and had no reason to
9                    suspect that its publication would amount to a
10                   contravention of that subsection.
11             (4)   Despite The Criminal Code section 23B(2), it is
12                   immaterial for the purposes of subsection (1) that any
13                   event occurred by accident.
14


15   37.       Sections 137 and 138 replaced
16             Delete sections 137 and 138 and insert:
17


18           137.    Disclosure to intending shareholders in distributing
19                   co-operative
20             (1)   The board of a distributing co-operative must give a
21                   person who intends to acquire shares in the
22                   co-operative and is not already a shareholder in the
23                   co-operative --
24                     (a) a current disclosure statement; and
25                     (b) any other information the Registrar directs.
26             (2)   The disclosure statement and any other information
27                   required under subsection (1) and Part 4 must be given
28                   before the person becomes bound to acquire the shares.




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                                                Co-operatives Amendment Bill 2015



                                                                                  s. 38



1                (3)   The board of a co-operative may comply with
2                      subsection (1) in relation to a person by giving the
3                      person a notice stating any or all of the following --
4                        (a) that the person may request to inspect the
5                             statement and information referred to in
6                             subsection (1) at an office of the co-operative
7                             nominated by the person;
8                        (b) that the person may request to be sent an
9                             electronic copy of the statement and
10                            information referred to in subsection (1) by an
11                            electronic means nominated by the person;
12                       (c) that the statement and information referred to in
13                            subsection (1) are available on a website and
14                            specifying the direct address on the website
15                            where the documents may be accessed.
16               (4)   If a person who has received notice under this section
17                     makes a request referred to in subsection (3)(a) or (b),
18                     the co-operative must comply with that request.
19


20   38.         Section 139 amended
21         (1)   Delete section 139(1) and insert:
22

23               (1)   The Registrar may, by order published in the Gazette,
24                     exempt a co-operative or a class of co-operatives from
25                     any or all of the provisions of this Division.
26

27         (2)   After section 139(2) insert:
28

29               (3)   An exemption may be granted unconditionally or
30                     subject to conditions.
31




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     Co-operatives Amendment Bill 2015



     s. 39



1    39.        Part 7 Division 3A inserted
2               After Part 7 Division 2 insert:
3


4              Division 3A -- Compensation for defective disclosure
5            140A.    Contravention leading to right to recover loss or
6                     damage
7               (1)   A co-operative contravenes this subsection if --
8                      (a) a disclosure statement is given to a person
9                            under section 137; and
10                     (b) there is --
11                             (i) a misleading or deceptive statement in
12                                  the disclosure statement or in any
13                                  application form or document that
14                                  accompanies the disclosure statement;
15                                  or
16                            (ii) an omission from the disclosure
17                                  statement of material or information that
18                                  is required to be contained in the
19                                  statement by or under this Act;
20                           and
21                     (c) the misleading or deceptive statement or the
22                           omission is materially adverse from the point of
23                           view of the person to whom it is given.
24              (2)   A co-operative contravenes this subsection if --
25                     (a) a disclosure statement is given to a person
26                           under section 137; and
27                     (b) the disclosure statement is not current (as
28                           referred to in section 137A(4)).




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                                                                    s. 39



1    140B.   Right to recover for loss or damage resulting from
2            contravention
3      (1)   A person who suffers loss or damage because of a
4            contravention of section 140A(1) or (2) in relation to a
5            co-operative may recover the amount of the loss or
6            damage from a person referred to in a paragraph of
7            subsection (2) if the loss or damage is one that the
8            paragraph makes the person liable for, even if the
9            person did not commit, and was not involved in, the
10           contravention.
11     (2)   For the purposes of subsection (1) --
12            (a) the co-operative is liable for loss or damage
13                   caused by any contravention of section 140A(1)
14                   or (2) in relation to the disclosure statement;
15                   and
16            (b) each director of the co-operative is liable for
17                   loss or damage caused by any contravention of
18                   section 140A(1) or (2) in relation to the
19                   disclosure statement; and
20            (c) a person named in the disclosure statement with
21                   their consent as having made a statement (see
22                   section 487) --
23                      (i) that is included in the disclosure
24                            statement; or
25                     (ii) on which a statement in the disclosure
26                            statement is based,
27                   is liable for loss or damage caused by the
28                   inclusion of the statement in the disclosure
29                   statement; and
30            (d) a person who is involved in the contravention
31                   of section 140A(1) or (2) is liable for loss or
32                   damage caused by that contravention.




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     Co-operatives Amendment Bill 2015



     s. 39



1              (3)   Any action under subsection (1) may begin at any time
2                    within 6 years after the day on which the cause of the
3                    action arose.
4              (4)   This Division does not affect any liability that a person
5                    has under any other written law.

6            140C.   Due diligence defence
7              (1)   A person is not liable under this Division in relation to
8                    a contravention of section 140A(1) because of a
9                    misleading or deceptive statement if the person proves
10                   they --
11                     (a) made all inquiries (if any) that were reasonable
12                           in the circumstances; and
13                     (b) after doing so, believed on reasonable grounds
14                           that the statement was not misleading or
15                           deceptive.
16             (2)   A person is not liable under this Division in relation to
17                   a contravention of section 140A(1) because of an
18                   omission from a disclosure statement in relation to a
19                   particular matter or particular information if the person
20                   proves they --
21                     (a) made all inquiries (if any) that were reasonable
22                           in the circumstances; and
23                     (b) after doing so, believed on reasonable grounds
24                           that there was no omission from the statement
25                           in relation to that matter or information.
26             (3)   A person is not liable under this Division in relation to
27                   a contravention of section 140A(2) because a
28                   disclosure statement is not current if the person proves
29                   they --
30                     (a) made all inquiries (if any) that were reasonable
31                           in the circumstances; and



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                                               Co-operatives Amendment Bill 2015



                                                                                 s. 40



1                       (b)    after doing so, believed on reasonable grounds
2                              that the statement was current.

3            140D.     General defences
4                (1)   A person is not liable under this Division in relation to
5                      a contravention of section 140A(1) if the person proves
6                      that they placed reasonable reliance on information
7                      given to them by --
8                        (a) if the person is a body -- someone other than a
9                              director, employee or agent of the body; or
10                       (b) if the person is an individual -- someone other
11                             than an employee or agent of the individual.
12               (2)   For the purposes of subsection (1), a person is not the
13                     agent of a body or individual merely because they
14                     perform a particular professional or advisory function
15                     for the body or individual.
16               (3)   A person is not liable under this Division in relation to
17                     a contravention of section 140A(2) if the person proves
18                     that they were not aware of the circumstance or event
19                     that caused the disclosure statement to cease to be
20                     current.
21


22   40.         Section 141 deleted
23               Delete section 141.

24   41.         Section 146 amended
25         (1)   In section 146(1) delete "the co-operative." and insert:
26

27               the co-operative passed by a special postal ballot.
28




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     Co-operatives Amendment Bill 2015



     s. 42



1          (2)    Delete section 146(7) and insert:
2

3                 (7)   The requirements in respect of a proposal to take up
4                       additional shares under subsection (3) do not apply to
5                       the issue of bonus shares under section 144(4)(a), 147
6                       or 271(2).
7


8    42.          Part 7 Division 4A inserted
9                 After Part 7 Division 3 insert:
10


11               Division 4A -- Provisions applying to particular share
12                                  subscriptions
13           150A.      Term used: disclosure statement
14                      In this Division --
15                      disclosure statement means a disclosure statement, of
16                      any type, under this Act.

17           150B.      Application of this Division
18                      This Division applies in relation to shares in a
19                      co-operative only if the shares are offered to persons
20                      who are not shareholders in the co-operative.

21           150C.      Application money to be held on trust
22                (1)   If a person offers shares for issue or sale under a
23                      disclosure statement, the person must hold --
24                        (a) all application money received from people
25                              applying for shares under the disclosure
26                              statement; and




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                                      Co-operatives Amendment Bill 2015



                                                                        s. 42



1             (b)    all other money paid by them on account of the
2                    shares before they are issued or transferred,
3            in trust under this section for the applicants until the
4            shares are issued or transferred or the money is
5            returned to the applicants.
6            Penalty for this subsection: a fine of $2 500, or
7                 imprisonment for 6 months, or both.
8      (2)   If the application money needs to be returned to an
9            applicant, the person must return the money as soon as
10           practicable.
11           Penalty for this subsection: a fine of $2 500, or
12                imprisonment for 6 months, or both.
13     (3)   Despite The Criminal Code section 23B(2), it is
14           immaterial for the purposes of subsections (1) and (2)
15           that any event occurred by accident.

16   150D.   Minimum subscription condition must be fulfilled
17           before issue or transfer
18     (1)   If a disclosure statement for an offer of shares states
19           that the shares will not be issued or transferred
20           unless --
21             (a) applications for a minimum number of the
22                    shares are received from members, or persons
23                    eligible to become members, of the
24                    co-operative; or
25             (b) a minimum amount is raised,
26           the person making the offer must not issue or transfer
27           any of the shares until that condition is satisfied.
28     (2)   For the purpose of working out whether a condition
29           referred to in subsection (1) has been satisfied, a person
30           who has agreed to take securities as underwriter is
31           taken to have applied for those shares.


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     Co-operatives Amendment Bill 2015



     s. 42



1            150E.   Repayment of money if disclosure statement
2                    condition not met
3              (1)   If --
4                      (a)   a person offers shares under a disclosure
5                            statement; and
6                     (b)    the disclosure statement states (expressly or
7                            impliedly) that it is a condition that the shares
8                            will not be issued or transferred unless --
9                               (i) applications for a minimum number of
10                                   the shares are received from members,
11                                   or persons eligible to become members,
12                                   of the co-operative; or
13                             (ii) a minimum amount is raised;
14                           and
15                     (c)   that condition is not satisfied within 4 months
16                           after the date of the disclosure statement,
17                   the person must repay the money received by the
18                   person in respect of any applications for the shares
19                   made under the disclosure statement that have not
20                   resulted in an issue or transfer of the shares.
21                   Penalty for this subsection: a fine of $2 500, or
22                       imprisonment for 6 months, or both.
23             (2)   For the purpose of working out whether a condition
24                   referred to in subsection (1) has been satisfied, a person
25                   who has agreed to take shares as underwriter is taken to
26                   have applied for those shares.
27             (3)   Despite The Criminal Code section 23B(2), it is
28                   immaterial for the purposes of subsection (1) that any
29                   event occurred by accident.
30




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                                                 Co-operatives Amendment Bill 2015



                                                                                 s. 43




1    43.          Part 7 Division 4 heading replaced
2                 Delete the heading to Part 7 Division 4 and insert:
3


4                Division 4 -- Disclosure and registration of interests
5                                     in shares
6


7    44.          Section 151 amended
8          (1)    In section 151(1) delete the Penalty and insert:
9

10                      Penalty for this subsection: a fine of $1 000.
11

12         (2)    After section 151(2) insert:
13

14               (3A)   Despite The Criminal Code section 23B(2), it is
15                      immaterial for the purposes of subsection (1) that any
16                      event occurred by accident.
17

18         (3)    After section 151(5) insert:
19

20               (6A)   A person does not have to comply with a direction if
21                      the person proves that the giving of the direction is
22                      vexatious.
23


24   45.          Section 163 amended
25         (1)    In section 163(4)(a) delete "records" and insert:
26

27                books
28




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     Co-operatives Amendment Bill 2015



     s. 46



1          (2)    After section 163(4) insert:
2

3                (5A)   A co-operative must not purchase shares or repay
4                       amounts paid up on shares if --
5                        (a) the co-operative is likely to become insolvent
6                              because of the repurchase of the shares or
7                              because of the repayment of amounts paid up
8                              on the shares; or
9                        (b) the co-operative is insolvent.
10


11   46.          Section 169 amended
12                In section 169(1) delete the Penalty and insert:
13

14                      Penalty for this subsection: a fine of $6 000, or
15                         imprisonment for 6 months, or both.
16


17   47.          Section 171 amended
18                In section 171(1) delete "A member" and insert:
19

20                Subject to subsection (3) and section 167(5), a member
21


22   48.          Section 180 amended
23                After section 180(2) insert:
24

25                (3)   Subsection (2) and sections 181 and 182 do not apply
26                      to a special resolution altering the rules of a
27                      co-operative.
28




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                                                Co-operatives Amendment Bill 2015



                                                                                 s. 49



1    49.         Section 181 amended
2          (1)   At the end of section 181(1) insert:
3

4                       Penalty for this subsection: a fine of $2 000.
5

6          (2)   Delete section 181(4) and insert:
7

8                (4)    Despite The Criminal Code section 23B(2), it is
9                       immaterial for the purposes of subsection (1) that any
10                      event occurred by accident.
11


12   50.         Section 185 amended
13               Delete section 185(1) and insert:
14

15               (1)    A postal ballot may be held as provided by the rules of
16                      the co-operative and must be conducted in the way
17                      prescribed by the regulations.
18


19   51.         Section 187 amended
20               In section 187:
21                 (a) in paragraph (h) delete "winding-up." and insert:
22

23                       winding-up;
24

25                (b)    after paragraph (h) insert:
26

27                        (i)   a requirement for members to take up or
28                              subscribe for additional shares;
29                        (j)   a requirement for members to lend money to
30                              the co-operative.
31


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     Co-operatives Amendment Bill 2015



     s. 52



1    52.          Section 190 amended
2                 After section 190(3) insert:
3

4                 (4)   An annual general meeting is to be held in addition to
5                       any other meetings held by a co-operative in a year.
6                 (5)   A co-operative commits an offence if it does not hold
7                       an annual general meeting as required by this section.
8                       Penalty for this subsection: a fine of $1 000.
9                 (6)   Despite The Criminal Code section 23B(2), it is
10                      immaterial for the purposes of subsection (5) that any
11                      event occurred by accident.
12

13   53.          Section 194 amended
14                In section 194(3) delete "poll." and insert:
15

16                poll, unless the rules of the co-operative restrict the number of
17                votes that a proxy may exercise.
18

19   54.          Section 196 amended
20         (1)    In section 196(1) delete "records within one month after the
21                meeting and confirmed at, and signed by the chairman of, the
22                next meeting." and insert:
23

24                books within one month after the meeting.
25

26         (2)    After section 196(1) insert:
27

28               (2A)   A co-operative must ensure that minutes of a meeting
29                      are signed within a reasonable time after the meeting
30                      by one of the following --
31                        (a) the chairman of the meeting;

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                                           Co-operatives Amendment Bill 2015



                                                                            s. 55



1                   (b)    the chairman of the next meeting.
2


3    55.     Sections 197A to 197D inserted
4            At the end of Part 8 Division 5 insert:
5


6          197A.   Auditor entitled to notice and other
7                  communications
8            (1)   A co-operative must give its auditor --
9                   (a) notice of a general meeting in the same way
10                        that a member of the co-operative is entitled to
11                        receive notice; and
12                  (b) any other communications relating to the
13                        general meeting that a member of the
14                        co-operative is entitled to receive.
15                 Penalty for this subsection: a fine of $500.
16           (2)   Despite The Criminal Code section 23B(2), it is
17                 immaterial for the purposes of subsection (1) that any
18                 event occurred by accident.

19         197B.   Auditor's right to be heard at general meetings
20           (1)   A co-operative's auditor is entitled to attend any
21                 general meeting of the co-operative.
22           (2)   The auditor is entitled to be heard at the meeting on
23                 any part of the business of the meeting that concerns
24                 the auditor in the capacity of auditor.
25           (3)   The auditor is entitled to be heard even if --
26                  (a) the auditor retires at the meeting; or
27                  (b) the meeting passes a resolution to remove the
28                        auditor from office.



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     Co-operatives Amendment Bill 2015



     s. 55



1              (4)   The auditor may authorise a person in writing as the
2                    auditor's representative for the purpose of attending
3                    and speaking at any general meeting.

4            197C.   Questions and comments by members on
5                    co-operative management at annual general
6                    meeting
7              (1)   The chairman of an annual general meeting of a
8                    co-operative must allow a reasonable opportunity for
9                    the members as a whole at the meeting to ask questions
10                   about or make comments on the management of the
11                   co-operative.
12                   Penalty for this subsection: a fine of $500.
13             (2)   Despite The Criminal Code section 23B(2), it is
14                   immaterial for the purposes of subsection (1) that any
15                   event occurred by accident.

16           197D.   Questions by members of auditors at annual general
17                   meeting
18             (1)   If a co-operative's auditor or their representative is at
19                   the meeting, the chairman of an annual general meeting
20                   of the co-operative must --
21                     (a) allow a reasonable opportunity for the members
22                           as a whole at the meeting to ask the auditor or
23                           the auditor's representative questions relevant
24                           to --
25                              (i) the conduct of the audit; and
26                             (ii) the preparation and content of the
27                                   auditor's report; and
28                            (iii) the accounting policies adopted by the
29                                   co-operative in relation to the
30                                   preparation of the financial statements;
31                                   and



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                                           Co-operatives Amendment Bill 2015



                                                                            s. 56



1                         (iv)   the independence of the auditor in
2                                relation to the conduct of the audit;
3                        and
4                  (b) allow a reasonable opportunity for the auditor
5                        or their representative to answer written
6                        questions submitted to the auditor.
7                 Penalty for this subsection: a fine of $500.
8           (2)   Despite The Criminal Code section 23B(2), it is
9                 immaterial for the purposes of subsection (1) that any
10                event occurred by accident.
11          (3)   If --
12                  (a)   the co-operative's auditor or their
13                        representative is at the meeting; and
14                 (b)    the auditor has prepared a written answer to a
15                        written question submitted to the auditor,
16                the chairman of the annual general meeting may permit
17                the auditor or their representative to table the written
18                answer to the written question.
19          (4)   The co-operative must make the written answer tabled
20                under subsection (3) reasonably available to members
21                as soon as practicable after the annual general meeting.
22                Penalty for this subsection: a fine of $500.
23


24   56.    Section 197 amended
25          After section 197(1) insert:
26

27         (2A)   The board must consist of at least 3 directors (not
28                counting alternates of directors) and at least 2 of the
29                directors must be ordinarily resident in Australia.
30




                                                                         page 43
     Co-operatives Amendment Bill 2015



     s. 57



1    57.       Section 198 amended
2              Delete section 198(3) and insert:
3

4              (3)     If authorised by the rules of the co-operative, a board
5                      of directors may --
6                        (a) appoint a person to fill a casual vacancy in the
7                              office of a director until the next annual general
8                              meeting; or
9                        (b) appoint an employee of the co-operative, or a
10                             person qualified as provided by the rules, to be
11                             a director of the co-operative until the next
12                             annual general meeting.
13


14   58.       Section 200 deleted
15             Delete section 200.

16   59.       Section 205 amended
17             In section 205(2):
18               (a) in paragraph (a) delete "disqualified from being a
19                     director as provided by section 200;" and insert:
20

21                      a disqualified person under section 206B;
22

23              (b)     in paragraph (d) delete "by special resolution of the
24                      co-operative;" and insert:
25

26                      under section 206A;
27

28               (c)    in paragraph (f) delete "Division 5." and insert:
29

30                      Division 4.
31



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                                           Co-operatives Amendment Bill 2015



                                                                            s. 60



1    60.     Section 206A inserted
2            At the end of Part 9 Division 1 insert:
3


4          206A.   Removal from office by resolution
5            (1)   A co-operative may by ordinary resolution remove a
6                  director from office despite anything in --
7                    (a) the rules of the co-operative; or
8                    (b) an agreement between the co-operative and the
9                          director; or
10                   (c) an agreement between any or all members of
11                         the co-operative and the director.
12           (2)   Notice of intention to move the resolution must be
13                 given to the co-operative at least 2 months before the
14                 meeting is to be held.
15           (3)   However, subject to subsection (4), if the co-operative
16                 calls a meeting after the notice of intention is given
17                 under subsection (2), the meeting may pass the
18                 resolution even though the meeting is held less than
19                 2 months after the notice of intention is given.
20           (4)   At least 21 days' notice must be given of a meeting of
21                 the members of the co-operative at which a resolution
22                 will be moved --
23                   (a) to remove a director from office; or
24                   (b) to appoint a director in place of a director
25                         removed from office.
26           (5)   The co-operative must give the director a copy of the
27                 notice as soon as practicable after it is received.
28                 Penalty for this subsection: a fine of $500.




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     s. 60



1               (6)   The director is entitled to put his or her case to
2                     members by --
3                      (a) giving the co-operative a written statement for
4                            circulation to members (see subsections (7) and
5                            (8)); and
6                      (b) speaking to the motion at the meeting.
7               (7)   The co-operative must circulate the written statement
8                     to members by --
9                       (a) sending a copy to everyone to whom notice of
10                           the meeting is sent if there is time to do so; or
11                      (b) if there is not time to comply with
12                           paragraph (a) -- having the statement
13                           distributed to members attending the meeting
14                           and read out at the meeting before the
15                           resolution is voted on.
16                    Penalty for this subsection: a fine of $500.
17              (8)   The director's statement does not have to be circulated
18                    to members if it is more than 1 000 words long or
19                    defamatory.
20              (9)   If a person is appointed to replace a director removed
21                    under this section, the time at which --
22                      (a) the replacement director; or
23                      (b) any other director,
24                    is to retire is to be worked out as if the replacement
25                    director had become director on the day on which the
26                    replaced director was last appointed a director.
27             (10)   Despite The Criminal Code section 23B(2), it is
28                    immaterial for the purposes of subsections (5) and (7)
29                    that any event occurred by accident.
30




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                                           Co-operatives Amendment Bill 2015



                                                                            s. 61




1    61.     Part 9 Division 2A inserted
2            After Part 9 Division 1 insert:
3


4                    Division 2A -- Disqualification from
5                           managing co-operatives
6          206B.   Offence for disqualified person to manage
7                  co-operative
8            (1)   A person is a disqualified person in relation to a
9                  co-operative if the person --
10                   (a) is disqualified from managing corporations
11                        under the Corporations Act Part 2D.6; or
12                   (b) is disqualified from managing co-operatives
13                        under this Division; or
14                   (c) is disqualified from managing co-operatives
15                        under a corresponding co-operatives law; or
16                   (d) is the auditor of the co-operative or a business
17                        partner, employee or employer of the auditor.
18           (2)   A disqualified person in relation to a co-operative must
19                 not --
20                   (a) act as a director of the co-operative; or
21                  (b) directly or indirectly take part in, or be
22                        concerned with, the management of the
23                        co-operative.
24                 Penalty for this subsection: a fine of $24 000, or
25                     imprisonment for 2 years, or both.
26           (3)   It is a defence to an offence arising under this section if
27                 the person had permission or leave --
28                    (a) in the case of an offence arising in relation to
29                          subsection (1)(a) -- to manage corporations
30                          granted under the Corporations Act

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     Co-operatives Amendment Bill 2015



     s. 61



1                            section 206G and as referred to in
2                            section 206G(1)(a) of that Act; or
3                     (b)    in any case -- to manage co-operatives given
4                            or granted under either section 206I or 206J,
5                    and their conduct was within the terms of that
6                    permission or leave.

7            206C.   Automatic disqualification for offences
8              (1)   A person who has been convicted of an offence under
9                    this Act or a corresponding co-operatives law is
10                   disqualified from managing co-operatives during the
11                   period of 5 years after the conviction or, if sentenced to
12                   imprisonment, after his or her release from prison.
13             (2)   A person who has, whether before or after the
14                   commencement of the Co-operatives Amendment
15                   Act 2015 section 61, been convicted of an offence
16                   under a previous law of this or any other jurisdiction
17                   relating to co-operatives is disqualified from managing
18                   co-operatives during the period of 5 years after the
19                   conviction or, if sentenced to imprisonment, after his or
20                   her release from prison.
21             (3)   In proceedings for an offence arising under this
22                   Division in relation to this section, a certificate by an
23                   authority prescribed by the regulations stating that a
24                   person has been convicted of an offence under a stated
25                   law on a stated date is evidence the person was
26                   convicted of that offence on that date.
27             (4)   In proceedings for an offence arising under this
28                   Division in relation to this section, a certificate by an
29                   authority prescribed by the regulations stating that a
30                   person was released from prison on a stated date is
31                   evidence the person was released from prison on that
32                   date.



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1    206D.   Extension of period of automatic disqualification
2      (1)   This section applies if a person is disqualified from
3            managing co-operatives on being convicted of an
4            offence under the Corporations Act, this Act, a
5            corresponding co-operatives law, or a previous law of
6            this or any other jurisdiction relating to co-operatives.
7      (2)   On application by the Registrar, the Supreme Court
8            may extend the period of disqualification by up to an
9            additional 15 years.
10     (3)   The Registrar must apply --
11            (a) before the period of disqualification begins; or
12            (b) before the end of the first year of the
13                 disqualification.
14     (4)   The Registrar may apply only once in relation to the
15           disqualification.
16     (5)   In determining whether an extension is justified (and if
17           so, for how long), the Supreme Court may have regard
18           to any matters that the court considers appropriate.

19   206E.   Court's power of disqualification: contravention of
20           civil penalty provision
21     (1)   On application by the Registrar, the Supreme Court
22           may disqualify a person from managing co-operatives
23           for a period that the court considers appropriate if --
24             (a) a declaration is made under section 482B that
25                   the person has contravened a civil penalty
26                   provision; and
27             (b) the court is satisfied that the disqualification is
28                   justified.




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     s. 61



1              (2)   In determining whether the disqualification is justified,
2                    the court may have regard to --
3                      (a) the person's conduct in relation to the
4                            management, business or property of any
5                            corporation; and
6                      (b) any other matters that the court considers
7                            appropriate.

8            206F.   Court's power of disqualification: insolvency and
9                    non-payment of debts
10             (1)   On application by the Registrar, the Supreme Court
11                   may disqualify a person from managing co-operatives
12                   for up to 20 years if --
13                     (a) within the last 7 years, the person has been an
14                           officer of 2 or more entities (being
15                           co-operatives or other corporations) when they
16                           have failed; and
17                     (b) the court is satisfied that --
18                              (i) the manner in which the entity was
19                                   managed was wholly or partly
20                                   responsible for the entity failing; and
21                             (ii) the disqualification is justified.
22             (2)   For the purposes of subsection (1), an entity fails if --
23                    (a) a court orders the entity to be wound up
24                           because the court is satisfied that it is insolvent;
25                           or
26                    (b) the entity enters into voluntary liquidation and
27                           creditors are not fully paid or are unlikely to be
28                           fully paid; or
29                    (c) the entity executes a deed of arrangement and
30                           creditors are not fully paid or are unlikely to be
31                           fully paid; or



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                                                                     s. 61



1             (d)    the entity ceases to carry on business and
2                    creditors are not fully paid or are unlikely to be
3                    fully paid; or
4             (e)    a levy of execution against the entity is not
5                    satisfied; or
6              (f)   a receiver, receiver and manager, or provisional
7                    liquidator is appointed in relation to the entity;
8                    or
9             (g)    the entity enters into a compromise or
10                   arrangement with its creditors; or
11            (h)    the entity is wound up and a liquidator lodges a
12                   report about the entity's inability to pay its
13                   debts.
14     (3)   In determining whether the disqualification is justified,
15           the Supreme Court may have regard to --
16             (a) the person's conduct in relation to the
17                   management, business or property of any
18                   entity; and
19             (b) any other matters that the court considers
20                   appropriate.

21   206G.   Court's power of disqualification: repeated
22           contraventions of law
23     (1)   In this section --
24           co-operatives legislation means this Act or a
25           corresponding co-operatives law.
26     (2)   On application by the Registrar, the Supreme Court
27           may disqualify a person from managing co-operatives
28           for the period that the court considers appropriate if --
29             (a) the person --
30                     (i) has at least twice been an officer of a
31                           co-operative that has contravened
32                           co-operatives legislation while they


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1                                    were an officer of the co-operative and
2                                    each time the person has failed to take
3                                    reasonable steps to prevent the
4                                    contravention; or
5                             (ii)   has at least twice contravened
6                                    co-operatives legislation while they
7                                    were an officer of a co-operative; or
8                            (iii)   has been an officer of a body corporate
9                                    and has done something that would have
10                                   contravened section 207 or 208 if the
11                                   body corporate had been a co-operative;
12                          and
13                    (b)   the court is satisfied that the disqualification is
14                          justified.
15             (3)   In determining whether the disqualification is justified,
16                   the Supreme Court may have regard to --
17                     (a) the person's conduct in relation to the
18                           management, business or property of any
19                           entity; and
20                     (b) any other matters that the court considers
21                           appropriate.

22           206H.   Registrar's power of disqualification
23             (1)   The Registrar may disqualify a person from managing
24                   co-operatives for up to 5 years if --
25                     (a) within 7 years immediately before the Registrar
26                          gives a notice under paragraph (b)(i) --
27                            (i) the person has been an officer of 2 or
28                                  more co-operatives; and
29                           (ii) while the person was an officer, or
30                                  within 12 months after the person
31                                  ceased to be an officer of those
32                                  co-operatives, each of the co-operatives
33                                  was wound up and a liquidator lodged a

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1                            report about the co-operative's inability
2                            to pay its debts;
3                    and
4              (b)   the Registrar has given the person --
5                       (i) a notice in the form approved by the
6                           Registrar requiring them to demonstrate
7                           why they should not be disqualified; and
8                      (ii) an opportunity to be heard on the
9                           question;
10                   and
11             (c)   the Registrar is satisfied that the
12                   disqualification is justified.
13      (2)   If the Registrar disqualifies a person from managing
14            co-operatives under this section, the Registrar must
15            serve a notice on the person advising them of the
16            disqualification.
17      (3)   The notice must be in the form approved by the
18            Registrar.
19      (4)   The disqualification takes effect from the time when a
20            notice referred to in subsection (2) is served on the
21            person.
22   206I.    Registrar's power to give permission
23      (1)   The Registrar may give a person whom the Registrar
24            has disqualified from managing co-operatives under
25            this Division written permission to manage a particular
26            co-operative or co-operatives.
27      (2)   The permission may be expressed to be subject to
28            conditions and limitations determined by the Registrar.
29      (3)   A person must comply with any condition or limitation
30            subject to which permission is given.
31            Penalty for this subsection: a fine of $24 000, or
32                imprisonment for 2 years, or both.

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1            206J.   Court's power to grant leave
2              (1)   A person who is disqualified from managing
3                    co-operatives may apply to the Supreme Court for
4                    leave to manage --
5                      (a) co-operatives; or
6                      (b) a particular class of co-operatives; or
7                      (c) a particular co-operative,
8                    except where the person was disqualified by the
9                    Registrar under section 206H.
10             (2)   The person must lodge a notice with the Registrar at
11                   least 21 days before commencing the proceedings.
12             (3)   The notice must be in the form approved by the
13                   Registrar.
14             (4)   The order granting leave may be expressed to be
15                   subject to conditions or limitations determined by the
16                   Supreme Court.
17             (5)   The person must lodge with the Registrar a copy of any
18                   order granting leave within 14 days after the order is
19                   made.
20             (6)   On application by the Registrar, the Supreme Court
21                   may revoke the leave.
22             (7)   An order revoking leave under subsection (6) does not
23                   take effect until it is served on the person.
24             (8)   A person must comply with any condition or limitation
25                   subject to which leave is granted.
26                   Penalty for this subsection: a fine of $24 000, or
27                       imprisonment for 2 years, or both.
28             (9)   This section does not apply to a person who is
29                   disqualified from managing co-operatives because of
30                   section 206B(1)(d).
31



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                                                                                         s. 62



1    62.     Section 207A inserted
2            At the end of Part 9 Division 2 insert:
3


4          207A.    Responsibility of secretary
5                   The secretary of a co-operative must take all
6                   reasonable steps to ensure that the co-operative does
7                   not contravene a provision of this Act that is prescribed
8                   by the regulations for the purposes of this section.
9                   Penalty: a fine of $500.
10


11   63.     Sections 207 to 212 replaced
12           Delete sections 207 to 212 and insert:
13


14         207.     Care and diligence: civil obligations
15           (1)    In this section --
16                  business judgment means any decision to take or not
17                  take action in respect of a matter relevant to the
18                  business operations of the co-operative.
19           (2)    A director or other officer of a co-operative must
20                  exercise their powers and discharge their duties with
21                  the degree of care and diligence that a reasonable
22                  person would exercise if they --
23                    (a) were a director or officer of a co-operative in
24                          the co-operative's circumstances; and
25                    (b) occupied the office held by, and had the same
26                          responsibilities within the co-operative as, the
27                          director or officer.
28           Note for this subsection: This is a civil penalty provision (see section 482A).

29           (3)    A director or other officer of a co-operative who makes
30                  a business judgment is taken to meet the requirements

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1                     of subsection (2), and their equivalent duties at
2                     common law and in equity in respect of the judgment,
3                     if they --
4                        (a) make the judgment in good faith for a proper
5                             purpose (taking into account the co-operative
6                             principles where relevant and other relevant
7                             matters); and
8                       (b) do not have a material personal interest in the
9                             subject matter of the judgment; and
10                       (c) inform themselves about the subject matter of
11                            the judgment to the extent they reasonably
12                            believe to be appropriate; and
13                      (d) rationally believe that the judgment is in the
14                            best interests of the co-operative.
15             (4)    The director's or officer's belief that the judgment is in
16                    the best interests of the co-operative is a rational one
17                    unless the belief is one that no reasonable person in
18                    their position would hold.

19           208.     Good faith: civil obligations
20             (1)    A director or other officer of a co-operative must
21                    exercise their powers and discharge their duties --
22                      (a) in good faith in the best interests of the
23                            co-operative; and
24                      (b) for a proper purpose.
25             Note for this subsection: This is a civil penalty provision (see section 482A).

26             (2)    A person who is involved in a contravention of
27                    subsection (1) contravenes this subsection.
28             Note for this subsection: This is a civil penalty provision (see section 482A).




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1    209.     Use of position: civil obligations
2      (1)    A director, secretary, other officer or employee of a
3             co-operative must not improperly use their position
4             to --
5               (a) gain an advantage for themselves or someone
6                    else; or
7               (b) cause detriment to the co-operative.
8      Note for this subsection: This is a civil penalty provision (see section 482A).

9      (2)    A person who is involved in a contravention of
10            subsection (1) contravenes this subsection.
11     Note for this subsection: This is a civil penalty provision (see section 482A).

12   210.     Use of information: civil obligations
13     (1)    A person who obtains information because they are, or
14            have been, a director or other officer or employee of a
15            co-operative must not improperly use the information
16            to --
17              (a) gain an advantage for themselves or someone
18                   else; or
19              (b) cause detriment to the co-operative.
20     Note for this subsection: This is a civil penalty provision (see section 482A).

21     (2)    The duty under subsection (1) continues after the
22            person stops being a director or other officer or
23            employee of the co-operative.
24     (3)    A person who is involved in a contravention of
25            subsection (1) contravenes this subsection.
26     Note for this subsection: This is a civil penalty provision (see section 482A).

27   211.     Good faith, use of position and use of information:
28            criminal offences
29     (1)    A director or other officer of a co-operative commits an
30            offence if they are reckless, or are intentionally

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1                    dishonest, and fail to exercise their powers and
2                    discharge their duties --
3                      (a) in good faith in the best interests of the
4                           co-operative; or
5                      (b) for a proper purpose.
6                    Penalty for this subsection: a fine of $200 000, or
7                        imprisonment for 5 years, or both.
8              (2)   A director, other officer or employee of a co-operative
9                    commits an offence if they use their position
10                   dishonestly --
11                     (a) with the intention of directly or indirectly
12                          gaining an advantage for themselves, or
13                          someone else, or causing detriment to the
14                          co-operative; or
15                     (b) recklessly as to whether the use may result in
16                          themselves or someone else directly or
17                          indirectly gaining an advantage, or in causing
18                          detriment to the co-operative.
19                   Penalty for this subsection: a fine of $200 000, or
20                       imprisonment for 5 years, or both.
21             (3)   A person who obtains information because they are, or
22                   have been, a director or other officer or employee of a
23                   co-operative commits an offence if they use the
24                   information dishonestly --
25                     (a) with the intention of directly or indirectly
26                          gaining an advantage for themselves, or
27                          someone else, or causing detriment to the
28                          co-operative; or
29                     (b) recklessly as to whether the use may result in
30                          themselves or someone else directly or
31                          indirectly gaining an advantage, or in causing
32                          detriment to the co-operative.
33                   Penalty for this subsection: a fine of $200 000, or
34                       imprisonment for 5 years, or both.

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1          212.         Other duties and liabilities not affected
2            (1)        Sections 207 to 211 --
3                        (a) have effect in addition to, and not in derogation
4                              of, any rule of law relating to the duty or
5                              liability of a person because of their office or
6                              employment in relation to a co-operative; and
7                        (b) do not prevent the commencement of civil
8                              proceedings for a breach of duty or in respect of
9                              a liability referred to in paragraph (a).
10           (2)        This section does not apply to section 207(1), (3) and
11                      (4) to the extent to which they operate on the duties at
12                      common law and in equity that are equivalent to the
13                      requirements of section 207(2).
14


15   64.     Section 213 amended
16           In section 213:
17             (a) delete paragraphs (a) and (b);
18             (b) in paragraph (c) delete "210(1)" and insert:
19

20                       210
21

22                (c)    in paragraph (d) delete "210(2)" and insert:
23

24                       209
25


26   65.     Section 214 amended
27           In section 214:
28             (a) delete "sections 344, 589 to 598 and 1307," and insert:
29

30                       Parts 5.8 and 5.8A,
31


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1               (b)    delete paragraphs (a) to (c) and insert:
2

3                      (a)   section 589(2) and (3) are taken to be deleted;
4                      (b)   a reference in section 592(1)(a) to 23 June 1993
5                            is to be read as a reference to
6                            1 September 2010;
7


8    66.       Section 215 amended
9              In section 215 delete the Penalty and insert:
10

11                    Penalty: a fine of $24 000, or imprisonment for 2 years,
12                       or both.
13


14   67.       Section 216 amended
15             In section 216(1) delete the Penalty and insert:
16

17                    Penalty for this subsection: a fine of $24 000, or
18                       imprisonment for 2 years, or both.
19

20   68.       Section 217 amended
21             In section 217(5) delete the Penalty and insert:
22

23                    Penalty for this subsection: a fine of $24 000, or
24                       imprisonment for 2 years, or both.
25

26   69.       Section 218 amended
27             In section 218 delete the Penalty and insert:
28

29                    Penalty: a fine of $24 000, or imprisonment for 2 years,
30                       or both.
31


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                                                                                s. 70



1    70.         Section 220 amended
2          (1)   In section 220(1) delete the Penalty and insert:
3

4                       Penalty for this subsection: a fine of $24 000, or
5                          imprisonment for 2 years, or both.
6

7          (2)   In section 220(5) delete the Penalty and insert:
8

9                       Penalty for this subsection: a fine of $24 000, or
10                         imprisonment for 2 years, or both.
11

12   71.         Part 9 Division 6 deleted
13               Delete Part 9 Division 6.
14   72.         Part 9 Division 7 heading replaced
15               Delete the heading to Part 9 Division 7 and insert:
16


17                      Division 7 -- Registers, books and returns
18


19   73.         Section 230 amended
20         (1)   In section 230(1):
21                 (a) in paragraphs (b) and (c) delete "co-operative capital
22                       units" and insert:
23

24                        CCUs
25

26                (b)     in paragraph (e) delete "co-operative capital units," and
27                        insert:
28

29                        CCUs,
30


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1                  (c)    delete paragraph (i).
2          (2)   After section 230(2) insert:
3

4                (3)     Despite The Criminal Code section 23B(2), it is
5                        immaterial for the purposes of subsection (1) that any
6                        event occurred by accident.
7


8    74.         Section 232 amended
9          (1)   In section 232(1):
10                 (a) delete paragraph (d) and insert:
11

12                        (d)   a copy of the most recent annual return of the
13                              co-operative under section 244ZB;
14                       (ea)   a copy of the most recent financial information
15                              reported to members of the co-operative under
16                              Part 10A;
17

18                (b)     in paragraph (f) delete "co-operative capital units" and
19                        insert:
20

21                        CCUs
22

23         (2)   After section 232(7) insert:
24

25               (8)     The rules of a co-operative may provide for the
26                       availability or non-availability for inspection by
27                       members of --
28                         (a) minutes of board meetings; and
29                         (b) minutes of meetings of committees to which the
30                               board's functions have been delegated under
31                               section 204(1).


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1                (9)   Minutes referred to in subsection (8) are not available
2                      for inspection by members otherwise than in
3                      accordance with rules referred to in that subsection.
4


5    75.         Section 233 amended
6          (1)   In section 233(1)(c) delete "co-operative capital units" and
7                insert:
8

9                CCUs
10

11         (2)   After section 233(4) insert:
12

13               (5)   The use or disclosure of information referred to in
14                     subsection (1)(a) or (b) in the circumstances referred to
15                     in subsection (1)(c), (d) or (e) is authorised by this Act.
16


17   76.         Section 234 amended
18         (1)   In section 234(1) delete "or a subsidiary of the co-operative,".
19         (2)   At the end of section 234(1) insert:
20

21                     Penalty for this subsection: a fine of $2 000.
22

23         (3)   In section 234(2) delete the Penalty.
24         (4)   After section 234(2) insert:
25

26               (3)   Despite The Criminal Code section 23B(2), it is
27                     immaterial for the purposes of subsection (1) that any
28                     event occurred by accident.
29




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     s. 77



1    77.         Section 235 deleted
2                Delete section 235.

3    78.         Section 236 amended
4          (1)   In section 236 delete "A co-operative" and insert:
5

6                (1)   A co-operative
7

8          (2)   At the end of section 236 insert:
9

10               (2)   Despite The Criminal Code section 23B(2), it is
11                     immaterial for the purposes of subsection (1) that any
12                     event occurred by accident.
13


14   79.         Section 237 amended
15               After section 237(2) insert:
16

17               (3)   Despite The Criminal Code section 23B(2), it is
18                     immaterial for the purposes of subsection (2) that any
19                     event occurred by accident.
20


21   80.         Section 238 amended
22               Delete section 238(9) and insert:
23

24               (9)   The regulations may exempt or provide for the
25                     exemption of specified entities or kinds of entities from
26                     subsection (7).
27




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                                                                            s. 81



1    81.     Section 240 replaced
2            Delete section 240 and insert:
3


4          240.    Name to appear on business documents etc.
5            (1)   In this section --
6                  business document, of a co-operative, means a
7                  document that is issued, signed or endorsed by or on
8                  behalf of the co-operative and is --
9                    (a) a business letter, statement of account, invoice
10                          or order for goods or services; or
11                   (b) a bill of exchange, promissory note, cheque or
12                          other negotiable instrument; or
13                   (c) a receipt or letter of credit issued by the
14                          co-operative; or
15                   (d) a document belonging to a class prescribed by
16                          the regulations as a class of business document.
17           (2)   A co-operative must ensure its name appears in legible
18                 characters --
19                   (a) on each seal of the co-operative; and
20                   (b) in all its business documents.
21                 Penalty for this subsection: a fine of $2 000.
22           (3)   An officer of a co-operative or a person on its behalf
23                 must not --
24                  (a) use any seal of the co-operative; or
25                  (b) sign or authorise to be signed on behalf of the
26                        co-operative a business document of the
27                        co-operative,
28                 in or on which the co-operative's name does not appear
29                 in legible characters.
30                 Penalty for this subsection: a fine of $2 000.


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1              (4)   A director of a co-operative must not knowingly
2                    authorise or permit a contravention of this section.
3                    Penalty for this subsection: a fine of $2 000.
4              (5)   Despite The Criminal Code section 23B(2), it is
5                    immaterial for the purposes of subsection (2) that any
6                    event occurred by accident.
7


8    82.       Section 241 amended
9              After section 241(7) insert:
10

11             (8)   A co-operative that is given a direction under
12                   subsection (7) must comply with the direction.
13                   Penalty for this subsection: a fine of $500.
14             (9)   Despite The Criminal Code section 23B(2), it is
15                   immaterial for the purposes of subsection (8) that any
16                   event occurred by accident.
17


18   83.       Section 242 amended
19             Delete section 242(2) and insert:
20

21             (2)   The regulations may exempt or provide for the
22                   exemption of specified entities or kinds of entities from
23                   subsection (1).
24


25   84.       Section 243 amended
26             After section 243(3) insert:
27

28             (4)   The Registrar may, by order published in the Gazette,
29                   exempt a small co-operative, a class of small


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                                                                            s. 85



1                  co-operatives or all small co-operatives from
2                  subsection (2).
3            (5)   An exemption may be granted unconditionally or
4                  subject to conditions.
5            (6)   Despite The Criminal Code section 23B(2), it is
6                  immaterial for the purposes of subsections (1), (2) and
7                  (3) that any event occurred by accident.
8


9    85.     Part 10A inserted
10           After section 243 insert:
11


12             Part 10A -- Financial reports and audit
13                          Division 1 -- Preliminary
14         244A.   Terms used
15           (1)   In this Part --
16                 accounting standard has the meaning given in
17                 section 244ZZB;
18                 audit means --
19                   (a) an audit conducted for the purposes of this Act;
20                          or
21                   (b) a review of a financial report conducted for the
22                          purposes of this Act;
23                 auditing standard has the meaning given in
24                 section 244ZZB;
25                 consolidated entity means a co-operative together with
26                 all the entities it is required by the accounting standards
27                 to include in consolidated financial statements;
28                 directors' declaration has the meaning given in
29                 section 244K(4);

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1                    financial report means an annual financial report or a
2                    half-year financial report prepared by the co-operative
3                    under this Part (and see section 244K);
4                    financial statements has the meaning given in
5                    section 244K(2);
6                    notes to the financial statements has the meaning
7                    given in section 244K(3).
8              (2)   Terms used in this Part have the same meaning as they
9                    have in the Corporations Act and in particular in
10                   Chapter 2M of the Corporations Act.
11             (3)   Without limiting subsection (2), a reference in this Part
12                   to an entity that a co-operative controls is a reference to
13                   an entity that the co-operative controls within the
14                   meaning of the Corporations Act section 50AA.

15           244B.   General modifications to applied provisions of the
16                   Corporations Act Chapter 2M
17                   If a provision of this Part declares a matter to be an
18                   applied Corporations legislation matter for the
19                   purposes of the Corporations (Ancillary Provisions)
20                   Act 2001 Part 3 (the declaratory provision) in relation
21                   to any provisions of the Corporations legislation (the
22                   applied provisions), the declaratory provision is taken
23                   to specify the following modifications --
24                     (a) a reference in the applied provisions to a listed
25                           company is to be read as a reference to a
26                           co-operative;
27                     (b) a reference in the applied provisions to a small
28                           proprietary company is to be read as a reference
29                           to a small co-operative;
30                     (c) any other modifications, within the meaning of
31                           the Corporations (Ancillary Provisions)
32                           Act 2001 Part 3, that are prescribed by the
33                           regulations.


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1                 Division 2 -- Financial records
2    244C.   Obligation to keep financial records
3      (1)   A co-operative must keep written financial records
4            that --
5              (a) correctly record and explain its transactions and
6                   financial position and performance; and
7              (b) would enable true and fair financial statements
8                   to be prepared and audited.
9            Penalty for this subsection: a fine of $2 500.
10     (2)   The obligation to keep financial records of transactions
11           extends to transactions undertaken as trustee.
12     (3)   The co-operative must retain the financial records for
13           7 years after the transactions covered by the records are
14           completed.
15           Penalty for this subsection: a fine of $2 500.
16     (4)   Despite The Criminal Code section 23B(2), it is
17           immaterial for the purposes of subsections (1) and (3)
18           that any event occurred by accident.

19   244D.   Language requirements
20     (1)   The financial records may be kept in any language.
21     (2)   A co-operative must ensure that an English translation
22           of financial records not kept in English is made
23           available within a reasonable time to a person who --
24             (a) is entitled to inspect the records; and
25             (b) asks for the English translation.
26           Penalty for this subsection: a fine of $2 500.
27     (3)   Despite The Criminal Code section 23B(2), it is
28           immaterial for the purposes of subsection (2) that any
29           event occurred by accident.


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1            244E.   Physical format
2              (1)   A co-operative must ensure that, if financial records are
3                    kept in electronic form, they are to be convertible into
4                    hard copy.
5                    Penalty for this subsection: a fine of $2 500.
6              (2)   If financial records are kept in electronic form, the
7                    co-operative must ensure that a hard copy is made
8                    available within a reasonable time to a person who is
9                    entitled to inspect the records.
10                   Penalty for this subsection: a fine of $2 500.
11             (3)   Despite The Criminal Code section 23B(2), it is
12                   immaterial for the purposes of subsections (1) and (2)
13                   that any event occurred by accident.

14           244F.   Place where records are kept
15             (1)   A co-operative may decide where to keep the financial
16                   records.
17             (2)   If financial records about particular matters are kept
18                   outside the State, the co-operative must ensure that
19                   sufficient written information about those matters is
20                   kept in the State to enable true and fair financial
21                   statements to be prepared.
22                   Penalty for this subsection: a fine of $2 500.
23             (3)   If financial records about particular matters are kept
24                   outside the State, the co-operative must give the
25                   Registrar written notice in the form approved by the
26                   Registrar of the place where the information is kept.
27                   Penalty for this subsection: a fine of $2 500.
28             (4)   The Registrar may direct a co-operative to produce
29                   specified financial records that are kept outside the
30                   State.



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1      (5)   The co-operative must comply with a direction under
2            subsection (4).
3            Penalty for this subsection: a fine of $2 000.
4      (6)   A direction under subsection (4) must --
5             (a) be in writing; and
6             (b) specify a place in the State where the records
7                   are to be produced (the place must be
8                   reasonable in the circumstances); and
9             (c) specify a day (at least 14 days after the day on
10                  which the direction is given) by which the
11                  records are to be produced.
12     (7)   Despite The Criminal Code section 23B(2), it is
13           immaterial for the purposes of subsections (2), (3) and
14           (5) that any event occurred by accident.

15   244G.   Director access
16     (1)   A director of a co-operative has a right of access to the
17           financial records at all reasonable times.
18     (2)   On application by a director, the Supreme Court may
19           authorise a person to inspect the financial records on
20           the director's behalf.
21     (3)   A person authorised to inspect records may make
22           copies of the records unless the Supreme Court orders
23           otherwise.
24     (4)   The Supreme Court may make any other orders it
25           considers appropriate, including either or both of the
26           following --
27             (a) an order limiting the use that a person who
28                  inspects the records may make of information
29                  obtained during the inspection;




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1                      (b)   an order limiting the right of a person who
2                            inspects the records to make copies in
3                            accordance with subsection (3).

4              Division 3 -- Annual financial reports and directors'
5                              reports generally
6            244H.    Who has to prepare annual financial reports and
7                     directors' reports
8               (1)   A large co-operative must prepare a financial report
9                     and a directors' report in accordance with this Part for
10                    each financial year.
11              (2)   A small co-operative must prepare a financial report
12                    and a directors' report if and as directed under
13                    section 244I or 244J.
14              (3)   A small co-operative that is not the subject of a
15                    direction under either section 244I or 244J --
16                      (a) is not required to prepare reports in accordance
17                            with this Part; and
18                      (b) must comply with the requirements (if any) of
19                            the regulations regarding the preparation and
20                            provision of reports to members.

21           244I.    Small co-operative: direction by members
22              (1)   Members with at least 5% of the votes in a small
23                    co-operative may give the co-operative a direction
24                    to --
25                      (a) prepare a financial report or directors' report or
26                           both for a financial year in accordance with all
27                           or specified requirements of this Part; and
28                      (b) report to members in accordance with the
29                           direction.




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1    (2)   The small co-operative must comply with the direction.
2          Penalty for this subsection: a fine of $1 000.
3    (3)   Despite The Criminal Code section 23B(2), it is
4          immaterial for the purposes of subsection (2) that any
5          event occurred by accident.
6    (4)   The direction must be --
7           (a) signed by all members giving the direction; and
8           (b) made no later than 12 months after the end of
9                 the financial year concerned.
10   (5)   The direction may specify all or any of the
11         following --
12           (a) that the financial report does not have to
13                comply with some or all of the accounting
14                standards;
15           (b) that a directors' report or a part of that report
16                need not be prepared in accordance with this
17                Part;
18           (c) that the financial report is to be audited or
19                reviewed.
20   (6)   If the direction specifies that the financial report is to
21         be audited or reviewed, the direction may specify that
22         the audit or review is to be conducted --
23           (a) in accordance with the Corporations
24                  Act Part 2M.3 Division 3 (as applying under
25                  section 244U); or
26           (b) in accordance with requirements prescribed by
27                  the regulations.
28   (7)   The direction must specify the date by which the
29         co-operative must report to members.
30   (8)   The date must be a reasonable one in view of the nature
31         of the direction.


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1              (9)   Despite anything else in this Part, the date by which the
2                    small co-operative is to report to members is the date
3                    specified in the direction.

4            244J.   Small co-operative: direction by Registrar
5              (1)   The Registrar may give a small co-operative a direction
6                    to comply with all or specified requirements of this
7                    Division and Divisions 4, 5, 7, 8, 9 and 10 for a
8                    financial year (including any requirement that is
9                    expressed to apply to a large co-operative).
10             (2)   The small co-operative must comply with the direction.
11                   Penalty for this subsection: a fine of $1 000.
12             (3)   Despite The Criminal Code section 23B(2), it is
13                   immaterial for the purposes of subsection (2) that any
14                   event occurred by accident.
15             (4)   The direction may specify any or all of the matters
16                   referred to in section 244I(5) or (6).
17             (5)   The direction may be general or may specify the
18                   particular requirements that the co-operative is required
19                   to comply with.
20             (6)   The direction must specify the date by which the
21                   co-operative must report to members under
22                   section 244V or lodge documents with the Registrar
23                   under section 244ZC, as the case requires.
24             (7)   The date specified in a direction must be a reasonable
25                   one in view of the nature of the direction.
26             (8)   The direction must --
27                    (a) be in writing; and
28                    (b) specify the financial year concerned; and
29                    (c) be made no later than 6 years after the end of
30                          that financial year.


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1      (9)   Despite anything else in this Part, the date by which the
2            small co-operative is to report to members or lodge
3            documents with the Registrar is the date specified in
4            the direction.

5             Division 4 -- Annual financial reports
6    244K.   Contents of annual financial report
7      (1)   The financial report for a financial year consists of --
8             (a) the financial statements for the year; and
9             (b) the notes to the financial statements; and
10            (c) the directors' declaration about the statements
11                  and notes.
12     (2)   The financial statements for the year are --
13            (a) the financial statements in relation to the entity
14                  that are required by the accounting standards;
15                  and
16            (b) if the accounting standards require financial
17                  statements in relation to a consolidated
18                  entity -- the financial statements in relation to
19                  the consolidated entity required by the
20                  accounting standards.
21     (3)   The notes to the financial statements are --
22            (a) disclosures required by the regulations; and
23            (b) notes required by the accounting standards; and
24            (c) any other information necessary to give a true
25                  and fair view (see section 244M).
26     (4)   The directors' declaration is a declaration by the
27           directors --
28             (a) whether, in the directors' opinion, there are
29                   reasonable grounds to believe that the



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1                           co-operative will be able to pay its debts as and
2                           when they become due and payable; and
3                     (b)   whether, in the directors' opinion, the financial
4                           statements and notes are in accordance with this
5                           Act, including --
6                              (i) section 244L; and
7                             (ii) section 244M;
8                           and
9                     (c)   if the co-operative has quoted securities -- that
10                          the directors have been given the declarations
11                          required by the Corporations Act section 295A
12                          (as applying under section 244O).
13             (5)   The directors' declaration must --
14                    (a) be made in accordance with a resolution of the
15                          directors; and
16                    (b) specify the date on which the declaration is
17                          made; and
18                    (c) be signed by a director.

19           244L.   Compliance with accounting standards and
20                   regulations
21             (1)   The financial report for a financial year must comply
22                   with the accounting standards.
23             (2)   However, a small co-operative's financial report does
24                   not have to comply with particular accounting
25                   standards if --
26                     (a) the report is prepared in response to a direction
27                          under section 244I or 244J; and
28                     (b) the direction specifies that the report does not
29                          have to comply with those accounting
30                          standards.



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1      (3)   The financial report must comply with any further
2            requirements in the regulations.

3    244M. True and fair view
4      (1)   The financial statements and notes for a financial year
5            must give a true and fair view of --
6             (a) the financial position and performance of the
7                   co-operative; and
8             (b) if consolidated financial statements are
9                   required -- the financial position and
10                  performance of the consolidated entity.
11     (2)   This section does not affect the obligation under
12           section 244L for a financial report to comply with
13           accounting standards.

14   244N.   Audit of financial report
15     (1)   A large co-operative must have the financial report for
16           a financial year audited in accordance with the
17           Corporations Act Part 2M.3 Division 3 (as applying
18           under section 244U) and obtain an auditor's report.
19     (2)   A small co-operative's financial report for a financial
20           year does not have to be audited if --
21             (a) the report is prepared in response to a direction
22                  under section 244I or 244J; and
23             (b) the direction did not ask for the financial report
24                  to be audited.
25     (3)   If a small co-operative's financial report for a financial
26           year is prepared in response to a direction under
27           section 244I or 244J and the direction asked for the
28           financial report to be audited --
29             (a) in accordance with the Corporations Act
30                   Part 2M.3 Division 3 (as applying under
31                   section 244U); or


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1                     (b)    in some other specified manner,
2                    the co-operative must have the financial report audited
3                    as directed and obtain an auditor's report.
4              (4)   If a small co-operative's financial report for a financial
5                    year is prepared in response to a direction under
6                    section 244I or 244J and the direction asked for the
7                    financial report to be audited without specifying the
8                    manner in which the audit is to be conducted, the
9                    co-operative must have the financial report audited in
10                   accordance with the Corporations Act Part 2M.3
11                   Division 3 (as applying under section 244U) and obtain
12                   an auditor's report.

13           244O.   Application of Corporations Act to co-operatives
14                   with quoted securities: declaration about financial
15                   statements by certain officers
16                   A co-operative with quoted securities is declared to be
17                   an applied Corporations legislation matter for the
18                   purposes of the Corporations (Ancillary Provisions)
19                   Act 2001 Part 3 in relation to the Corporations Act
20                   section 295A.

21                   Division 5 -- Annual directors' reports
22           244P.   Annual directors' report
23             (1)   A co-operative must prepare a directors' report for
24                   each financial year.
25             (2)   The directors' report must include --
26                    (a) the general information required by --
27                            (i) section 244Q; and




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1                   (ii)   for co-operatives with quoted
2                          securities -- the Corporations Act
3                          section 299A (as applying under
4                          section 244S);
5                 and
6           (b)   the specific information required by --
7                    (i) section 244R; and
8                   (ii) for co-operatives with quoted
9                         securities --the Corporations Act
10                        section 300 and 300A (as applying
11                        under section 244S);
12                and
13          (c)   a copy of the auditor's declaration under the
14                Corporations Act section 307C (as applying
15                under section 244U) in relation to the audit for
16                the financial year.
17   (3)   If the financial report for a financial year includes
18         additional information under section 244K(3)(c)
19         (information included to give a true and fair view of
20         financial position and performance), the directors'
21         report for the financial year must also --
22           (a) set out the directors' reasons for forming the
23                  opinion that the inclusion of that additional
24                  information was necessary to give the true and
25                  fair view required by section 244M; and
26           (b) specify where that additional information can
27                  be found in the financial report.
28   (4)   The directors' report must --
29          (a) be made in accordance with a resolution of the
30                directors; and
31          (b) specify the date on which the report is made;
32                and
33          (c) be signed by a director.

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1              (5)   A small co-operative does not have to comply with
2                    subsection (1) for a financial year if --
3                      (a) it is preparing financial statements for that year
4                           in response to a direction under section 244I or
5                           244J; and
6                      (b) the direction specified that a directors' report
7                           need not be prepared.

8            244Q.   Annual directors' report: general information
9              (1)   The directors' report for a financial year must --
10                    (a) contain a review of operations during the year
11                          of the entity reported on and the results of those
12                          operations; and
13                    (b) give details of any significant changes in the
14                          entity's state of affairs during the year; and
15                    (c) state the entity's principal activities during the
16                          year and any significant changes in the nature
17                          of those activities during the year; and
18                    (d) give details of any matter or circumstance that
19                          has arisen since the end of the year that has
20                          significantly affected, or may significantly
21                          affect --
22                             (i) the entity's operations in future
23                                  financial years; or
24                            (ii) the results of those operations in future
25                                  financial years; or
26                           (iii) the entity's state of affairs in future
27                                  financial years;
28                          and
29                    (e) refer to likely developments in the entity's
30                          operations in future financial years and the
31                          expected results of those operations; and



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1              (f)   if the entity's operations are subject to any
2                    particular and significant environmental
3                    regulation under a law of the Commonwealth or
4                    of a State or Territory -- give details of the
5                    entity's performance in relation to
6                    environmental regulation.
7      (2)   The entity reported on is --
8             (a) the co-operative (if consolidated financial
9                   statements are not required); or
10            (b) the consolidated entity (if consolidated
11                  financial statements are required).
12     (3)   The directors' report may omit material that would
13           otherwise be included under subsection (1)(e) if it is
14           likely to result in unreasonable prejudice to --
15             (a) the co-operative; or
16             (b) if consolidated financial statements are
17                    required -- the consolidated entity or any entity
18                    (including the co-operative) that is part of the
19                    consolidated entity.
20     (4)   If material is omitted, the directors' report must say so.

21   244R.   Annual directors' report: specific information
22     (1)   The directors' report for a financial year must include
23           details of --
24             (a) dividends or distributions paid to members
25                   during the year; and
26            (b) dividends or distributions recommended or
27                   declared for payment to members, but not paid,
28                   during the year; and
29             (c) the name of each person who has been a
30                   director of the co-operative at any time during
31                   or since the end of the year and the period for
32                   which they were a director; and

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1                   (d)    the name of each person who --
2                             (i) is an officer of the co-operative at any
3                                  time during the year; and
4                            (ii) was a partner in an audit firm, or a
5                                  director of an audit company, that is an
6                                  auditor of the co-operative for the year;
7                                  and
8                           (iii) was such a partner or director at a time
9                                  when the audit firm or the audit
10                                 company undertook an audit of the
11                                 co-operative;
12                         and
13                  (e)    options that are --
14                            (i) granted over unissued shares or
15                                 unissued interests during or since the
16                                 end of the year; and
17                           (ii) granted to any of the directors or any of
18                                 the 5 most highly remunerated officers
19                                 of the co-operative (other than the
20                                 directors); and
21                          (iii) granted to them as part of their
22                                 remuneration (see subsections (4) to
23                                 (6)); and
24                   (f)   unissued shares or interests under option as at
25                         the day the report is made (see subsections (4)
26                         and (6)); and
27                  (g)    shares or interests issued during or since the
28                         end of the year as a result of the exercise of an
29                         option over unissued shares or interests (see
30                         subsections (4) and (7)); and
31                  (h)    indemnities given and insurance premiums paid
32                         during or since the end of the year for a person
33                         who is or has been an officer or auditor (see
34                         subsections (8) and (9)).

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1    (2)   Details do not have to be included in the directors'
2          report under this section if they are included in the
3          co-operative's financial report for the financial year.
4    (3)   If subsection (2) is relied on to not include in the
5          directors' report for a financial year details that would
6          otherwise be required to be included in that report
7          under the Corporations Act section 300(11B) or
8          (11C)(b) (as applying under section 244S), that report
9          must specify, in the section headed "Non-audit
10         services", where those details may be found in the
11         co-operative's financial report for the financial year.
12   (4)   Subsections (1)(e) to (g) cover --
13          (a) options over unissued shares and interests of
14                the co-operative; and
15          (b) if consolidated financial statements are
16                required -- options over unissued shares and
17                interests of any entity forming part of the
18                consolidated entity.
19   (5)   The details of an option granted are --
20          (a) the entity granting the option; and
21          (b) the name of the person to whom the option is
22                granted; and
23          (c) the number and class of shares or interests over
24                which the option is granted.
25   (6)   The details of unissued shares or interests under option
26         are --
27           (a) the entity that will issue shares or interests
28                when the options are exercised; and
29           (b) the number and classes of those shares or
30                interests; and
31           (c) the issue price, or the method of determining
32                the issue price, of those shares or interests; and


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1                     (d)    the expiry date of the options; and
2                     (e)    any rights that the option holders have under
3                            the options to participate in any share issue or
4                            interest issue of the co-operative or any other
5                            entity.
6              (7)   The details of shares or interests issued as a result of
7                    the exercise of an option are --
8                      (a) the entity issuing the shares or interests; and
9                      (b) the number of shares or interests issued; and
10                     (c) if the entity has different classes of shares or
11                           interests -- the class to which each of those
12                           shares or interests belongs; and
13                     (d) the amount unpaid on each of those shares or
14                           interests; and
15                     (e) the amount paid, or agreed to be considered as
16                           paid, on each of those shares or interests.
17             (8)   The directors' report for a co-operative must include
18                   details of --
19                     (a) any indemnity that is given to a current or
20                           former officer or auditor against a liability, or
21                           any relevant agreement under which an officer
22                           or auditor may be given an indemnity of that
23                           kind; and
24                    (b) any premium that is paid, or agreed to be paid,
25                           for insurance against a current or former
26                           officer's or auditor's liability for legal costs.
27             (9)   The details required under subsection (8) are --
28                    (a) for an officer -- their name or the class of
29                          officer to which they belong or belonged; and
30                    (b) for an auditor -- their name; and
31                    (c) the nature of the liability; and



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1            (d)   for an indemnity given -- the amount the
2                  co-operative paid and any other action the
3                  co-operative took to indemnify the officer or
4                  auditor; and
5            (e)   for an insurance premium -- the amount of the
6                  premium.
7    (10)   The directors' report need not give details of the nature
8           of the liability covered by, or the amount of the
9           premium payable under, a contract of insurance to the
10          extent that the disclosure of those details is prohibited
11          by the insurance contract.
12   (11)   The report for a co-operative must also include details
13          of --
14            (a) each directors' qualifications, experience and
15                 special responsibilities; and
16            (b) the number of meetings of the board of
17                 directors held during the year and each
18                 director's attendance at those meetings; and
19            (c) the number of meetings of each board
20                 committee held during the year and each
21                 director's attendance at those meetings; and
22            (d) the qualifications and experience of each
23                 person who is the secretary of the co-operative
24                 as at the end of the year.
25   (12)   The report for a co-operative must also include the
26          following details of any application for leave under
27          Part 4 Division 6 made in respect of the
28          co-operative --
29            (a) the applicant's name;
30            (b) a statement as to whether leave was granted.
31   (13)   The report for a co-operative must also include the
32          following details of any proceedings that a person has


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1                     brought or intervened in on behalf of the co-operative
2                     with leave under Part 4 Division 6 --
3                       (a) the person's name;
4                       (b) the names of the parties to the proceedings;
5                       (c) sufficient information to enable members to
6                             understand the nature and status of the
7                             proceedings (including the cause of action and
8                             any orders made by the court).

9            244S.    Application of Corporations Act to co-operatives
10                    with quoted securities: additional information to be
11                    provided in annual directors' report
12                    A co-operative with quoted securities is declared to be
13                    an applied Corporations legislation matter for the
14                    purposes of the Corporations (Ancillary Provisions)
15                    Act 2001 Part 3 in relation to the Corporations Act
16                    section 299A, 300(11) to (11E) and 300A.

17                   Division 6 -- Half-year financial report and
18                                directors' report
19           244T.    Application of Corporations Act to co-operatives
20                    that are disclosing entities: half-year financial
21                    reports and directors' reports
22                    A co-operative that is a disclosing entity is declared to
23                    be an applied Corporations legislation matter for the
24                    purposes of the Corporations (Ancillary Provisions)
25                    Act 2001 Part 3 in relation to the Corporations Act
26                    Part 2M.3 Division 2.




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1            Division 7 -- Audit and auditor's report
2    244U.   Application of Corporations Act: audit and
3            auditor's report
4            A co-operative is declared to be an applied
5            Corporations legislation matter for the purposes of the
6            Corporations (Ancillary Provisions) Act 2001 Part 3 in
7            relation to the Corporations Act Part 2M.3 Division 3,
8            subject to the following modifications --
9              (a) a reference in section 308(3AA) to a company
10                   limited by guarantee is to be read as a reference
11                   to a small co-operative;
12             (b) a reference in section 311(5) to section 344 is to
13                   be read as a reference to section 244ZZO of this
14                   Act.

15    Division 8 -- Annual financial reporting to members
16   244V.   Annual financial reporting to members
17     (1)   A large co-operative must report to members for a
18           financial year by providing either of the following in
19           accordance with subsection (5) or (9) --
20             (a) all of the following reports --
21                      (i) the financial report for the year;
22                     (ii) the directors' report for the year;
23                    (iii) the auditor's report on the financial
24                           report;
25             (b) a concise report for the year that complies with
26                   subsection (3).
27           Penalty for this subsection: a fine of $1 000.
28     (2)   Subject to any direction under section 244I or 244J, a
29           small co-operative must provide financial reports to



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1                    members for a financial year that comply with any
2                    requirements prescribed by the regulations.
3                    Penalty for this subsection: a fine of $1 000.
4              (3)   A concise report of a large co-operative for a financial
5                    year consists of --
6                      (a) a concise financial report for the year drawn up
7                           in accordance with accounting standards
8                           applying for the purposes of this paragraph; and
9                      (b) the directors' report for the year; and
10                     (c) a statement by the auditor --
11                             (i) that the financial report has been
12                                  audited; and
13                            (ii) whether, in the auditor's opinion, the
14                                  concise financial report complies with
15                                  the accounting standards applying for
16                                  the purposes of paragraph (a);
17                           and
18                     (d) a copy of any qualification in, and of any
19                          statements included in the emphasis of matter
20                          section of, the auditor's report on the financial
21                          report; and
22                     (e) a statement that the report is a concise report
23                          and that the full financial report and auditor's
24                          report will be sent to the member free of charge
25                          if the member asks for them.
26             (4)   If the accounting standards applying for the purposes
27                   of subsection (3)(a) require a discussion and analysis to
28                   be included in a concise financial report --
29                     (a) the auditor must report on whether the
30                            discussion and analysis complies with the
31                            requirements that the accounting standards lay
32                            down for the discussion and analysis; and



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1           (b)   the auditor does not otherwise need to audit the
2                 statements made in the discussion and analysis.
3    (5)   A co-operative may provide the reports, or a concise
4          report, for a financial year by doing all of the
5          following --
6            (a) sending, to each member who has made the
7                   election referred to in subsection (6)(a) --
8                      (i) a hard copy of the reports or the concise
9                           report; or
10                    (ii) if the member has elected to receive the
11                          reports, or the concise report, as an
12                          electronic copy in accordance with
13                          subsection (6)(c) -- an electronic copy
14                          of the reports, or the concise report;
15           (b) making a copy of the reports, or the concise
16                  report, readily accessible on a website;
17           (c) directly notifying, in writing, all members who
18                  did not make the election referred to in
19                  subsection (6)(a) that the copy is accessible on
20                  the website, and specifying the direct address
21                  on the website where the reports, or the concise
22                  report, may be accessed.
23   (6)   For the purposes of subsection (5)(a), a co-operative
24         must, on at least one occasion, directly notify in writing
25         each member that --
26           (a) the member may elect to receive, free of
27                 charge, a copy of the reports for each financial
28                 year, or a copy of the concise report for each
29                 financial year; and
30           (b) if the member does not so elect -- the member
31                 may access the reports, or the concise report, on
32                 a specified website; and
33           (c) if the member does so elect and the
34                 co-operative offers to send the report either as a

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1                            hard copy or an electronic copy -- the member
2                            may elect to receive the copy as either a hard
3                            copy or an electronic copy.
4                     Penalty for this subsection: a fine of $1 000.
5               (7)   An election made under subsection (6) is a standing
6                     election for each financial year until the member
7                     changes the member's election.
8               (8)   A member may, for the purposes of subsection (5)(c)
9                     or (6), be notified by electronic means only if the
10                    member has previously nominated that means as one
11                    by which the member may be notified.
12              (9)   A co-operative may provide the reports, or the concise
13                    report, by sending each member --
14                      (a) a hard copy of the reports or the concise report;
15                            or
16                      (b) an electronic copy of the reports, or the concise
17                            report, if the member has nominated that means
18                            as one by which the member may be sent the
19                            reports or the concise report.
20             (10)   A co-operative is not required to provide the reports, or
21                    the concise report, to a member who has made a
22                    request under section 244X(1)(a).
23             (11)   Despite The Criminal Code section 23B(2), it is
24                    immaterial for the purposes of subsections (1), (2) and
25                    (6) that any event occurred by accident.

26           244W. Deadline for reporting to members
27              (1)   A large co-operative that is not a disclosing entity must
28                    report to members under section 244V within 5 months
29                    after the end of the financial year.




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1      (2)    A large co-operative that is a disclosing entity must
2             report to members under section 244V on or before the
3             earlier of --
4               (a) the day that is 21 days before the next annual
5                      general meeting of the co-operative; or
6               (b) 5 months after the end of the financial year.
7      Note for this subsection: This is a civil penalty provision (see section 482A).

8      (3)    A small co-operative that is required to report to
9             members under section 244V must do so on or before
10            the day that is 14 days before the next annual general
11            meeting of the co-operative.

12   244X.    Member's choices for annual financial information
13     (1)    A member may request the co-operative --
14             (a) not to send them the material required by
15                 section 244V; or
16             (b) to send them a full financial report and the
17                 directors' report and auditor's report.
18     (2)    A request under subsection (1) may be a standing
19            request or for a particular financial year.
20     (3)    The member is not entitled to a report for a financial
21            year earlier than the one before the financial year in
22            which the request is made.
23     (4)    The co-operative must comply with a request under
24            subsection (1)(b) by the later of --
25              (a) the day that is 7 days after the request; or
26              (b) the day by which the co-operative is required to
27                   report to members under section 244V.
28            Penalty for this subsection: a fine of $1 000.
29     (5)    When sending a full financial report, directors' report
30            and auditor's report, the co-operative must do so free


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1                    of charge unless the member has already received a
2                    copy of them free of charge.
3                    Penalty for this subsection: a fine of $1 000.
4              (6)   Despite The Criminal Code section 23B(2), it is
5                    immaterial for the purposes of subsections (4) and (5)
6                    that any event occurred by accident.

7            244Y.   Consideration of reports at annual general meeting
8              (1)   The directors of a co-operative must lay before the
9                    annual general meeting --
10                     (a) in the case of a large co-operative -- each of
11                          the following reports for the last financial year
12                          that ended before the annual general meeting --
13                             (i) the financial report;
14                            (ii) the directors' report;
15                           (iii) the auditor's report;
16                          or
17                     (b) in the case of a small co-operative -- any report
18                          for the last financial year that ended before the
19                          annual general meeting that the co-operative is
20                          required to provide to members before the date
21                          of the meeting under section 244V or a
22                          direction under section 244I or 244J.
23                   Penalty for this subsection: a fine of $1 000.
24             (2)   Despite The Criminal Code section 23B(2), it is
25                   immaterial for the purposes of subsection (1) that any
26                   event occurred by accident.

27           244ZA. Application of Corporations Act: additional
28                  reporting by debenture issuers
29             (1)   A co-operative is declared to be an applied
30                   Corporations legislation matter for the purposes of the
31                   Corporations (Ancillary Provisions) Act 2001 Part 3 in

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1            relation to the Corporations Act section 318, subject to
2            the modification set out in subsection (2).
3      (2)   A reference in section 318(2) or (3) to a debenture
4            holder is to be read as a reference to a debenture holder
5            who is not a member of the co-operative.

6        Division 9 -- Lodging reports and returns with
7                         Registrar
8    244ZB. Lodgment of annual returns with the Registrar
9      (1)   A co-operative must lodge an annual return with the
10           Registrar for each financial year in accordance with
11           this section.
12           Penalty for this subsection: a fine of $1 000.
13     (2)   The contents of the annual return are to be as
14           prescribed by the regulations.
15     (3)   Subject to subsection (4), the return must be lodged
16           within 28 days after the day on which the next annual
17           general meeting of the co-operative after the end of the
18           financial year is held in accordance with section 190.
19     (4)   If, at the end of the 5-month period referred to in
20           section 190(3)(a), a co-operative to which that section
21           applies has not held its next annual general meeting
22           and no further time has been allowed under
23           section 190(3)(b) for the holding of that meeting, the
24           return must be lodged within 28 days after the end of
25           that 5-month period.
26     (5)   Despite The Criminal Code section 23B(2), it is
27           immaterial for the purposes of subsection (1) that any
28           event occurred by accident.




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1            244ZC. Lodgment of financial reports etc. with Registrar
2              (1)   A large co-operative that has to prepare or obtain a
3                    report for a financial year under Divisions 3 to 5
4                    (including a concise report referred to in section 244V)
5                    must lodge that report with the Registrar in accordance
6                    with this section.
7                    Penalty for this subsection: a fine of $2 500.
8              (2)   Subject to subsection (3), the return must be lodged
9                    within 28 days after the day on which the next annual
10                   general meeting of the co-operative after the end of the
11                   financial year is held in accordance with section 190.
12             (3)   If, at the end of the 5-month period referred to in
13                   section 190(3)(a), a co-operative to which that section
14                   applies has not held its next annual general meeting
15                   and no further time has been allowed under
16                   section 190(3)(b) for the holding of that meeting, the
17                   return must be lodged within 28 days after the end of
18                   that 5-month period.
19             (4)   Despite The Criminal Code section 23B(2), it is
20                   immaterial for the purposes of subsection (1) that any
21                   event occurred by accident.

22           244ZD. Lodgment of half-year reports with the Registrar
23             (1)   A co-operative that has to prepare or obtain a report for
24                   a half-year under Division 6 must lodge the report with
25                   the Registrar within 75 days after the end of the
26                   half-year.
27                   Penalty for this subsection: a fine of $2 500.
28             (2)   Despite The Criminal Code section 23B(2), it is
29                   immaterial for the purposes of subsection (1) that any
30                   event occurred by accident.




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1    244ZE. Registrar's power to require lodgment
2       (1)   The Registrar may give a co-operative a direction to
3             lodge with the Registrar a copy of reports prepared or
4             obtained by it under Divisions 3 to 6, and the
5             co-operative must comply with the direction.
6             Penalty for this subsection: a fine of $1 000.
7       (2)   Despite The Criminal Code section 23B(2), it is
8             immaterial for the purposes of subsection (1) that any
9             event occurred by accident.
10      (3)   The direction must --
11             (a) be made in writing; and
12             (b) specify the period or periods concerned; and
13             (c) be made no later than 6 years after the end of
14                   the period or periods; and
15             (d) specify the date by which the documents have
16                   to be lodged.
17      (4)   The date specified under subsection (3)(d) must be at
18            least 14 days after the date on which the direction is
19            given.

20   244ZF. Relodgment if financial report or directors' reports
21          amended after lodgment
22      (1)   If a financial report or directors' report is amended
23            after it is lodged with the Registrar, the co-operative
24            must --
25              (a) lodge the amended report with the Registrar
26                      within 14 days after the amendment; and
27              (b) give a copy of the amended report free of
28                      charge to any member who asks for it.
29            Penalty for this subsection: a fine of $1 000.




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1              (2)     If the amendment is a material one, the co-operative
2                      must also notify members as soon as practicable of --
3                        (a) the nature of the amendment; and
4                        (b) the right to obtain a copy of the amended report
5                              under subsection (1).
6                      Penalty for this subsection: a fine of $1 000.
7              (3)     Despite The Criminal Code section 23B(2), it is
8                      immaterial for the purposes of subsections (1) and (2)
9                      that any event occurred by accident.

10             Division 10 -- Special provisions about consolidated
11                            financial statements
12           244ZG. Application of Corporations Act: special provisions
13                  about consolidated financial statements
14                     A co-operative is declared to be an applied
15                     Corporations legislation matter for the purposes of the
16                     Corporations (Ancillary Provisions) Act 2001 Part 3 in
17                     relation to the Corporations Act Part 2M.3 Division 6.

18                   Division 11 -- Financial years and half years
19           244ZH. Financial year
20             (1)     The financial year of a co-operative ends on the day in
21                     each year that is provided for by the rules of the
22                     co-operative.
23             (2)     In the case of a co-operative registered under Part 2
24                     Division 4, the first financial year of a co-operative
25                     may extend from the date of its registration to a date
26                     not more than 18 months after its registration.
27             (3)     In the case of a co-operative registered under Part 2
28                     Division 5, the first financial year of the co-operative is
29                     to be a period not extending beyond a date that is
30                     18 months after the end of the co-operative's last

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1            financial year before the co-operative registered under
2            this Act.
3      (4)   On an alteration of the rules of a co-operative
4            amending its financial year, the alteration may provide
5            either --
6              (a) that the current financial year (as at the date of
7                    the amendment) is to be extended for not more
8                    than 6 months; or
9              (b) that the next financial year is to be for a period
10                   of more than one year but not more than
11                   18 months.
12     (5)   Without limitation, the regulations may make provision
13           for or with respect to requiring the adoption by a
14           co-operative of the same financial year for each entity
15           that the co-operative controls.

16   244ZI. Half-year
17           A half-year for a co-operative is the first 6 months of a
18           financial year, but the directors may determine that the
19           half-year is to be shorter or longer (but not by more
20           than 7 days).

21                     Division 12 -- Auditors

22     Subdivision 1 -- General provisions relating to auditors

23   244ZJ. Application of Corporations Act: auditors
24     (1)   A co-operative is declared to be an applied
25           Corporations legislation matter for the purposes of the
26           Corporations (Ancillary Provisions) Act 2001 Part 3 in
27           relation to the Corporations Act Part 2M.4 Divisions 1
28           to 4, subject to the following modifications --
29             (a) Part 2M.4 Division 2 does not apply in relation
30                   to an auditor appointed in circumstances set out
31                   in section 244ZL(4) of this Act;

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1                      (b)    section 324BA is to be read as if the words
2                             "Subject to section 324BD" were deleted;
3                       (c)   section 324BD and 324BE are taken to be
4                             deleted.
5               (2)   A co-operative with quoted securities is declared to be
6                     an applied Corporations legislation matter for the
7                     purposes of the Corporations (Ancillary Provisions)
8                     Act 2001 Part 3 in relation to the Corporations Act
9                     Part 2M.4 Division 5.
10              (3)   A reference in the provisions of the Corporations Act
11                    as applying under this section to a registered company
12                    auditor is taken to be a reference to a registered
13                    company auditor as defined in the Corporations Act
14                    (and accordingly a reference in that term to a company
15                    is not a reference to a co-operative).

16                     Subdivision 2 -- Appointment of auditors

17           244ZK. Appointment of auditor of small co-operative
18              (1)   The directors of a small co-operative may appoint an
19                    auditor for the co-operative if an auditor has not been
20                    appointed by the co-operative in general meeting.
21              (2)   An auditor appointed under subsection (1) holds office,
22                    subject to this Part, until the co-operative's next annual
23                    general meeting.

24           244ZL. Initial appointment of auditor of a large
25                  co-operative
26              (1)   The directors of a large co-operative must appoint an
27                    auditor of the co-operative in accordance with
28                    subsection (2) within one month after the day on which
29                    it is registered as a co-operative unless the co-operative
30                    at a general meeting has appointed an auditor.



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1      (2)   An auditor appointed under subsection (1) must be --
2             (a) a registered company auditor; or
3             (b) a firm with at least one member who is a
4                   registered company auditor and is ordinarily
5                   resident in Australia; or
6             (c) an authorised audit company.
7      (3)   Subject to this Part, an auditor appointed under
8            subsection (1) holds office until the co-operative's first
9            annual general meeting.
10     (4)   If a transferred co-operative, before the commencement
11           of this Act, had appointed a person to be its auditor and
12           the person continues to be the co-operative's auditor,
13           the directors of the co-operative are taken to have
14           complied with subsection (1).
15     (5)   Despite subsection (3) but subject to this Part, an
16           auditor appointed in the circumstances set out in
17           subsection (4) may continue to be the co-operative's
18           auditor until the position is permanently vacated.
19     (6)   A director of a large co-operative must take all
20           reasonable steps to comply with, or to secure
21           compliance with, subsection (1).
22           Penalty for this subsection: a fine of $2 500, or
23               imprisonment for 6 months, or both.

24   244ZM. Annual appointment at annual general meeting of
25          auditor of large co-operative to fill vacancy
26     (1)   A large co-operative must --
27            (a) appoint an auditor of the co-operative at its first
28                  annual general meeting; and




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1                      (b)   appoint an auditor of the co-operative to fill any
2                            vacancy in the office of auditor at each
3                            subsequent annual general meeting.
4                     Penalty for this subsection: a fine of $2 500.
5               (2)   An auditor appointed under subsection (1) holds office
6                     until the auditor --
7                       (a) dies; or
8                      (b) is removed, or resigns, from office in
9                             accordance with section 244ZW; or
10                      (c) ceases to be capable of acting as auditor
11                            because of the Corporations Act Part 2M.4
12                            Division 2 as applying under this Part; or
13                     (d) ceases to be auditor under subsection (3), (4) or
14                            (5).
15              (3)   An individual auditor ceases to be auditor of a large
16                    co-operative under this subsection if --
17                      (a) on a particular day (the start day), the
18                           individual auditor --
19                              (i) informs the Registrar of a conflict of
20                                   interest situation in relation to the
21                                   co-operative under the Corporations Act
22                                   section 324CA(1A) as applying under
23                                   this Part; or
24                             (ii) informs the Registrar of particular
25                                   circumstances in relation to the
26                                   co-operative under the Corporations Act
27                                   section 324CE(1A) as applying under
28                                   this Part;
29                           and
30                      (b) the individual auditor does not give the
31                           Registrar a notice, before the notification day
32                           (see subsection (6)), that that conflict of interest
33                           situation has, or those circumstances have,

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1                 ceased to exist before the end of the period (the
2                 remedial period) of 21 days, or such longer
3                 period as the Registrar approves in writing,
4                 from the start day.
5    (4)   An audit firm ceases to be auditor of a large
6          co-operative under this subsection if --
7            (a) on a particular day (the start day), the Registrar
8                 is --
9                    (i) informed of a conflict of interest
10                        situation in relation to the co-operative
11                        under the Corporations Act
12                        section 324CB(1A) as applying under
13                        this Part; or
14                  (ii) informed of particular circumstances in
15                        relation to the co-operative under the
16                        Corporations Act section 324CF(1A) as
17                        applying under this Part;
18                and
19           (b) the Registrar has not been given a notice on
20                behalf of the audit firm, before the notification
21                day (see subsection (6)), that that conflict of
22                interest situation has, or those circumstances
23                have, ceased to exist before the end of the
24                period (the remedial period) of 21 days, or such
25                longer period as the Registrar approves in
26                writing, from the start day.
27   (5)   An audit company ceases to be auditor of a large
28         co-operative under this subsection if --
29           (a) on a particular day (the start day), the Registrar
30                is --
31                   (i) informed of a conflict of interest
32                        situation in relation to the co-operative
33                        under the Corporations Act


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1                                     section 324CB(1A) or 324CC(1A), as
2                                     applying under this Part; or
3                              (ii)   informed of particular circumstances in
4                                     relation to the co-operative under the
5                                     Corporations Act section 324CF(1A) or
6                                     324CG(1A) or (5A), as applying under
7                                     this Part;
8                             and
9                      (b)    the Registrar has not been given a notice on
10                            behalf of the audit company, before the
11                            notification day (see subsection (6)), that that
12                            conflict of interest situation has, or those
13                            circumstances have, ceased to exist before the
14                            end of the period (the remedial period) of
15                            21 days, or such longer period as the Registrar
16                            approves in writing, from the start day.
17              (6)   For the purposes of subsections (3)(b), (4)(b) and
18                    (5)(b), the notification day is --
19                      (a) the last day of the remedial period; or
20                      (b) such later day as the Registrar approves in
21                             writing (whether before or after the remedial
22                             period ends).
23              (7)   A director of a large co-operative must take all
24                    reasonable steps to comply with, or to secure
25                    compliance with, subsection (1).
26                    Penalty for this subsection: a fine of $2 500, or
27                        imprisonment for 6 months, or both.
28              (8)   If an audit firm ceases to be the auditor of a large
29                    co-operative under subsection (2) at a particular time,
30                    each member of the firm who --
31                      (a) is taken to have been appointed as an auditor of
32                            the co-operative under the Corporations Act



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1                     section 324AB(1) or 324AC(4), as applying
2                     under this Part; and
3              (b)    is an auditor of the co-operative immediately
4                     before that time,
5             ceases to be an auditor of the co-operative at that time.

6    244ZN. Appointment by directors or annual general
7           meeting of auditor of large co-operative to fill
8           casual vacancy
9       (1)   If --
10              (a)   a vacancy occurs in the office of auditor of a
11                    large co-operative; and
12             (b)    the vacancy is not caused by the removal of an
13                    auditor from office; and
14              (c)   there is no surviving or continuing auditor of
15                    the co-operative,
16            the directors must, within one month after the vacancy
17            occurs, appoint an auditor to fill the vacancy unless the
18            co-operative at a general meeting has appointed an
19            auditor to fill the vacancy.
20      (2)   An auditor appointed under subsection (1) holds office,
21            subject to this Part, until the co-operative's next annual
22            general meeting.
23      (3)   A director of a large co-operative must take all
24            reasonable steps to comply with, or to secure
25            compliance with, subsection (1).
26            Penalty for this subsection: a fine of $2 500, or
27                imprisonment for 6 months, or both.




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1            244ZO. Appointment to replace auditor removed from
2                   office
3               (1)   This section deals with the situation in which an
4                     auditor of a co-operative is removed from office at a
5                     general meeting in accordance with section 244ZW.
6               (2)   The co-operative may, at that general meeting (without
7                     adjournment), by special resolution immediately
8                     appoint an individual, firm or company as auditor of
9                     the co-operative if a copy of the notice of nomination
10                    has been sent to the individual, firm or company under
11                    section 244ZU(4).
12              (3)   The general meeting of a co-operative may be
13                    adjourned if a special resolution under
14                    subsection (2) --
15                      (a) is not passed; or
16                      (b) could not be passed merely because a copy of
17                           the notice of nomination has not been sent to an
18                           individual, firm or company under
19                           section 244ZU(4).
20              (4)   At a meeting adjourned under subsection (3), the
21                    co-operative may by ordinary resolution appoint an
22                    individual, firm or company as auditor of the
23                    co-operative if --
24                      (a) a member of the co-operative gives the
25                           co-operative notice of the nomination of the
26                           individual, firm or company for appointment as
27                           auditor; and
28                      (b) the co-operative receives the notice at least 14
29                           clear days before the day to which the meeting
30                           is adjourned.




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1       (5)   The day to which the general meeting is adjourned
2             must be --
3              (a) not earlier than 20 days after the day of the
4                    meeting; and
5              (b) not later than 30 days after the day of the
6                    meeting.
7       (6)   Subject to this Part, an auditor appointed under
8             subsection (2) or (4) holds office until the
9             co-operative's next annual general meeting.

10   244ZP. Registrar to be notified of appointment of auditor
11            A large co-operative must notify the Registrar, in the
12            form approved by the Registrar, of the appointment, by
13            the co-operative or directors of the co-operative, of an
14            auditor of the co-operative within 28 days after the date
15            of the appointment.
16            Penalty: a fine of $2 000.

17   244ZQ. Registrar may appoint auditor of large co-operative
18          if auditor removed but not replaced
19      (1)   This section deals with the situation in which a large
20            co-operative fails to appoint an auditor under
21            section 244ZO(2) or (4) (the auditor replacement
22            failure).
23      (2)   The co-operative must give the Registrar written notice
24            of the auditor replacement failure within the period of
25            7 days commencing on the day of the auditor
26            replacement failure (the notification period).
27      (3)   If the co-operative gives the Registrar the notice
28            required by subsection (2), the Registrar must appoint
29            an auditor of the co-operative as soon as practicable
30            after receiving the notice.



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1               (4)   If the co-operative does not give the Registrar the
2                     notice required by subsection (2), the Registrar may
3                     appoint an auditor of the co-operative at any time --
4                       (a) after the end of the notification period; and
5                       (b) before the Registrar receives notice of the
6                              auditor replacement failure from the
7                              co-operative.
8               (5)   If the co-operative --
9                       (a) does not give the Registrar the notice required
10                             by subsection (2); and
11                      (b) gives the Registrar notice of the auditor
12                             replacement failure after the end of the
13                             notification period,
14                    the Registrar must appoint an auditor of the
15                    co-operative as soon as practicable after receiving the
16                    notice.
17              (6)   Subject to this Part, an auditor appointed under this
18                    section holds office until the co-operative's next annual
19                    general meeting.
20              (7)   Subsections (3), (4) and (5) have effect subject to
21                    section 244ZS.

22           244ZR. Registrar's general power to appoint auditor of
23                  large co-operative
24              (1)   The Registrar may appoint an auditor of a large
25                    co-operative if --
26                      (a) the co-operative does not appoint an auditor
27                           when required by this Act to do so; and
28                      (b) a member of the co-operative applies to the
29                           Registrar in writing for the appointment of an
30                           auditor under this section.
31              (2)   Subsection (1) has effect subject to section 244ZS.

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1      (3)   An individual, firm or company appointed as auditor of
2            a co-operative under subsection (1) holds office,
3            subject to this Part, until the next annual general
4            meeting of the co-operative.

5    244ZS. Restrictions on Registrar's powers to appoint
6           auditor of large co-operative
7      (1)   The Registrar may appoint an individual, firm or
8            company as auditor of a co-operative under
9            section 244ZQ or 244ZR only if the individual, firm or
10           company consents to being appointed.
11     (2)   The Registrar must not appoint an auditor of a
12           co-operative under section 244ZQ or 244ZR if --
13             (a) there is another auditor of the co-operative (the
14                  continuing auditor); and
15             (b) the Registrar is satisfied that the continuing
16                  auditor is able to carry out the responsibilities
17                  of auditor alone; and
18             (c) the continuing auditor agrees to continue as
19                  auditor.
20     (3)   The Registrar must not appoint an auditor of a
21           co-operative under section 244ZQ or 244ZR if --
22             (a) the co-operative does not give the Registrar the
23                  notice required by section 244ZQ(2) before the
24                  end of the notification period; and
25             (b) the Registrar has already appointed an auditor
26                  of the co-operative under section 244ZQ after
27                  the end of the notification period.

28   244ZT. Remaining auditors may act during vacancy
29           While a vacancy in the office of auditor of a
30           co-operative continues, the surviving or continuing
31           auditor or auditors (if any) may act as auditors of the
32           co-operative.

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1            244ZU. Nomination of auditor
2               (1)   Subject to this section, a co-operative may appoint an
3                     individual, firm or company as auditor of the
4                     co-operative at its annual general meeting only if a
5                     member of the co-operative gives the co-operative
6                     written notice of the nomination of the individual, firm
7                     or company for appointment as auditor --
8                       (a) before the meeting was convened; or
9                       (b) not less than 21 days before the meeting.
10              (2)   Subsection (1) does not apply if an auditor is removed
11                    from office at the annual general meeting.
12              (3)   If a co-operative purports to appoint an individual, firm
13                    or company as auditor of the co-operative in
14                    contravention of subsection (1) --
15                      (a) the purported appointment is of no effect; and
16                      (b) the co-operative is guilty of an offence.
17                    Penalty for this subsection: a fine of $2 500.
18              (4)   If a member gives a co-operative notice of the
19                    nomination of an individual, firm or company for
20                    appointment as auditor of the co-operative, the
21                    co-operative must send a copy of the notice to --
22                      (a) each individual, firm or company nominated;
23                           and
24                      (b) each auditor of the co-operative; and
25                      (c) each person entitled to receive notice of general
26                           meetings of the co-operative.
27              (5)   Subsection (4) applies whether the appointment is to be
28                    made at a meeting or an adjourned meeting referred to
29                    in section 244ZO or at an annual general meeting.
30              (6)   The copy of the notice of nomination must be sent --
31                     (a) not less than 7 days before the meeting; or

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1             (b)   at the time notice of the meeting is given.

2    244ZV. Auditor's consent to appointment
3      (1)   A co-operative or the directors of a co-operative must
4            not appoint an individual, firm or company as auditor
5            of the co-operative unless that individual, firm or
6            company --
7              (a) has consented, before the appointment, to act as
8                    auditor; and
9              (b) has not withdrawn that consent before the
10                   appointment is made.
11     (2)   For the purposes of this section, a consent, or the
12           withdrawal of a consent, must be given by written
13           notice to the co-operative or the directors.
14     (3)   A notice under subsection (1) given by a firm must be
15           signed by a member of the firm who is a registered
16           company auditor both --
17             (a) in the firm name; and
18             (b) in his or her own name.
19     (4)   A notice under subsection (1) given by a company
20           must be signed by a director or senior manager of the
21           company both --
22             (a) in the company's name; and
23             (b) in his or her own name.
24     (5)   If a co-operative or the directors of a co-operative
25           appoint an individual, firm or company as auditor of a
26           co-operative in contravention of subsection (1) --
27             (a) the purported appointment is of no effect; and
28             (b) the co-operative is guilty of an offence.
29           Penalty for this subsection: a fine of $2 500.



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1               Subdivision 3 -- Removal and resignation of auditors

2            244ZW. Removal and resignation of auditors
3               (1)   An auditor of a co-operative may be removed from
4                     office by resolution of the co-operative at a general
5                     meeting of which notice under subsection (2) has been
6                     given, but not otherwise.
7               (2)   Notice of intention to move the resolution must be
8                     given to the co-operative at least 2 months before the
9                     meeting is to be held.
10              (3)   However, if the co-operative calls a meeting after the
11                    notice of intention is given under subsection (2), the
12                    meeting may pass the resolution even though the
13                    meeting is held less than 2 months after the notice of
14                    intention is given.
15              (4)   Where notice under subsection (2) of a resolution to
16                    remove an auditor is received by a co-operative, it must
17                    as soon as possible send a copy of the notice to the
18                    auditor and lodge a copy of the notice with the
19                    Registrar.
20              (5)   Within 7 days after receiving a copy of the notice, the
21                    auditor may make representations in writing, not
22                    exceeding a reasonable length, to the co-operative and
23                    request that, before the meeting at which the resolution
24                    is to be considered, a copy of the representations be
25                    sent by the co-operative at its expense to every member
26                    of the co-operative to whom notice of the meeting is
27                    sent.
28              (6)   Unless the Registrar on the application of the
29                    co-operative otherwise orders, the co-operative must
30                    send a copy of the representations in accordance with
31                    the auditor's request, and the auditor may, without
32                    prejudice to his or her right to be heard orally or, where
33                    a firm is the auditor, to have a member of the firm

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1           heard orally on its behalf, require that the
2           representations be read out at the meeting.
3     (7)   An auditor of a co-operative may, by notice in writing
4           given to the co-operative, resign as auditor of the
5           co-operative if --
6             (a) the auditor has, by notice in writing given to the
7                   Registrar, applied for consent to the resignation
8                   and stated the reasons for the application and, at
9                   or about the same time as the notice was given
10                  to the Registrar, notified the co-operative in
11                  writing of the application to the Registrar; and
12            (b) the consent of the Registrar has been given.
13    (8)   The Registrar must, as soon as practicable after
14          receiving a notice from an auditor under subsection (7),
15          notify the auditor and the co-operative whether the
16          Registrar consents to the resignation of the auditor.
17    (9)   A statement made by an auditor in an application to the
18          Registrar under subsection (7) or in answer to an
19          inquiry by the Registrar relating to the reasons for the
20          application --
21            (a) is not admissible in evidence in any civil or
22                  criminal proceedings against the auditor; and
23            (b) may not be made the ground of a prosecution,
24                  action or suit against the auditor,
25          and a certificate by the Registrar that the statement was
26          made in the application or in the answer to the inquiry
27          by the Registrar is conclusive evidence that the
28          statement was so made.
29   (10)   Subject to subsection (11), the resignation of an auditor
30          takes effect on whichever of the following occurs
31          last --
32            (a) the day (if any) specified for the purpose in the
33                  notice of resignation;

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1                    (b)   the day on which the Registrar gives its consent
2                          to the resignation;
3                    (c)   the day (if any) fixed by the Registrar for the
4                          purpose.
5            (11)   The resignation of an auditor of a small co-operative
6                   does not require the consent of the Registrar under
7                   subsection (7), and takes effect on whichever of the
8                   following is later --
9                     (a) the day (if any) specified for the purpose in the
10                         notice of resignation; or
11                    (b) the day on which the notice is received by the
12                         co-operative.
13           (12)   Where, on the retirement or withdrawal from a firm of
14                  a member, the firm will no longer be capable, by
15                  reason of the provisions of the Corporations Act
16                  section 324BB(1)(b)(i) or (2)(b)(i) (as applying under
17                  this Part), of acting as auditor of a co-operative, the
18                  member so retiring or withdrawing is (if not
19                  disqualified from acting as auditor of the co-operative)
20                  taken to be the auditor of the co-operative until he or
21                  she obtains the consent of the Registrar to his or her
22                  retirement or withdrawal.
23           (13)   Within 14 days after the removal from office of an
24                  auditor of a co-operative, or the receipt of a notice of
25                  resignation from an auditor of a co-operative, the
26                  co-operative must --
27                    (a) lodge with the Registrar a notice of the removal
28                          or resignation in the form approved by the
29                          Registrar; and
30                    (b) where there is a trustee for the holders of
31                          debentures or CCUs of the co-operative -- give
32                          to the trustee a copy of the notice lodged with
33                          the Registrar.


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1    244ZX. Effect of winding-up on office of auditor
2             An auditor of a co-operative ceases to hold office if --
3              (a) a special resolution is passed for the voluntary
4                    winding-up of the co-operative; or
5              (b) a certificate winding-up the co-operative is
6                    given by the Registrar; or
7              (c) if paragraph (a) or (b) does not apply -- an
8                    order is made by the Supreme Court for the
9                    winding-up of the co-operative.

10            Subdivision 4 -- Auditors' fees and expenses

11   244ZY. Fees and expenses of auditors
12            The reasonable fees and expenses of an auditor of a
13            co-operative are payable by the co-operative.

14              Subdivision 5 -- Protection of auditors

15   244ZZA. Protection of auditors
16      (1)   An auditor of a co-operative has qualified privilege in
17            relation to --
18              (a) a statement that the auditor makes, orally or in
19                    writing, in the course of his or her duties as
20                    auditor; or
21              (b) the giving of notice, or the sending of copies of
22                    financial reports or other reports, to the
23                    Registrar under this Act.
24      (2)   A person has qualified privilege in relation to --
25             (a) the publishing of a document prepared by an
26                   auditor in the course of the auditor's duties and
27                   required by or under this Act to be lodged with
28                   the Registrar, whether or not the document has
29                   been lodged; or


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1                      (b)    the publishing of a statement made by an
2                             auditor referred to in subsection (1).
3               (3)   This section does not limit or affect a right, privilege or
4                     immunity that an auditor or other person has, apart
5                     from this section, as defendant in proceedings for
6                     defamation.

7               Division 13 -- Accounting and auditing standards
8            244ZZB. Accounting and auditing standards
9               (1)   A reference in this Part (including provisions of the
10                    Corporations Act applying under this Part) to
11                    accounting or auditing standards is a reference to --
12                      (a) the accounting or auditing standards made for
13                            the purposes of the Corporations Act, except as
14                            provided by paragraphs (b) and (c); or
15                      (b) the accounting or auditing standards referred to
16                            in paragraph (a) but as modified by the
17                            regulations; or
18                      (c) the accounting or auditing standards prescribed
19                            by or determined under the regulations in
20                            substitution for all or any accounting or
21                            auditing standards referred to in paragraph (a).
22              (2)   If an accounting or auditing standard referred to in
23                    subsection (1)(a) applies for the purposes of a
24                    particular provision of the Corporations Act, the
25                    accounting or auditing standard is (subject to
26                    subsection (1)(b) and (c)) taken to apply for the
27                    purposes of the corresponding provision of this Act (if
28                    any).
29              (3)   The regulations may provide that an accounting or
30                    auditing standard referred to in subsection (1)(a) does
31                    not apply for the purposes of --
32                      (a) this Act; or

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1               (b)   a particular provision of this Act; or
2               (c)   a particular aspect or application of this Act,
3              and may do so without substituting another accounting
4              or auditing standard.

5    244ZZC. Interpretation of accounting and auditing
6          standards
7              In interpreting an accounting or auditing standard,
8              unless the contrary intention appears --
9                (a) expressions used in the standard have the same
10                     meanings as they have in this Part or in the
11                     Corporations Act Chapter 2M, as the case
12                     requires; and
13               (b) the provisions of Part 1 Division 1 of this Act
14                     or the Corporations Act Part 1.2 apply as if the
15                     standard's provisions were provisions of this
16                     Part or the Corporations Act Chapter 2M, as the
17                     case requires.

18           Division 14 -- Exemptions and modifications
19   244ZZD. Exemptions: individual co-operatives
20     (1)     On an application made in accordance with
21             subsection (4) in relation to a co-operative, the
22             Registrar may, by order published in the Gazette,
23             exempt any of the following from compliance with all
24             or specified requirements of the target provisions
25             referred to in subsection (2) --
26               (a) the directors;
27               (b) the co-operative;
28               (c) the auditor.
29     (2)     For the purposes of subsection (1), the target provisions
30             are Divisions 2 to 12 of this Part, including provisions
31             of the Corporations Act (as applying under any of the

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1                     provisions of those Divisions), but not including the
2                     Corporations Act Part 2M.4 Division 4 as so applying.
3               (3)   The exemption may --
4                      (a) be expressed to be subject to conditions; and
5                      (b) be indefinite or limited to a specified period;
6                            and
7                      (c) if indefinite, be expressed to commence on a
8                            specified date.
9               (4)   The application must be --
10                     (a) authorised by a resolution of the directors; and
11                     (b) in writing and signed by a director; and
12                     (c) lodged with the Registrar.
13              (5)   The Registrar must give the applicant written notice of
14                    the granting, revocation or suspension of the
15                    exemption.

16           244ZZE. Exemptions: classes of co-operatives
17              (1)   The Registrar may, by order published in the Gazette in
18                    respect of a specified class of co-operatives, exempt
19                    any of the following from compliance with all or
20                    specified requirements of the target provisions referred
21                    to in subsection (2) --
22                      (a) directors;
23                      (b) the co-operatives themselves;
24                      (c) auditors of the co-operatives.
25              (2)   For the purposes of subsection (1), the target provisions
26                    are Divisions 2 to 12 of this Part, including provisions
27                    of the Corporations Act (as applying under any of the
28                    provisions of those Divisions), but not including the
29                    Corporations Act Part 2M.4 Division 4 as so applying.



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1      (3)   The exemption may --
2             (a) be expressed to be subject to conditions; and
3             (b) be indefinite or limited to a specified period;
4                   and
5             (c) if indefinite, be expressed to commence on a
6                   specified date.

7    244ZZF. Exemptions: criteria for exemptions for individual
8           co-operatives or classes of co-operatives
9      (1)   To grant an exemption under section 244ZZD or
10           244ZZE, the Registrar must be satisfied that complying
11           with the relevant requirements of the target provisions
12           would --
13             (a) make the financial report or other reports
14                   misleading; or
15            (b) be inappropriate in the circumstances; or
16             (c) impose unreasonable burdens.
17     (2)   In deciding for the purposes of subsection (1) whether
18           the audit requirements for a small co-operative, or a
19           class of small co-operatives, would impose an
20           unreasonable burden on the co-operative or
21           co-operatives, the Registrar is to have regard to --
22             (a) the expected costs of complying with the audit
23                   requirements; and
24             (b) the expected benefits of having the co-operative
25                   or co-operatives comply with the audit
26                   requirements; and
27             (c) any practical difficulties that the co-operative
28                   or co-operatives face in complying effectively
29                   with the audit requirements (in particular, any
30                   difficulties that arise because a financial year is
31                   the first one for which the audit requirements
32                   apply or because the co-operative or


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1                            co-operatives are likely to move frequently
2                            between the small and large co-operative
3                            categories from one financial year to another);
4                            and
5                      (d)   any unusual aspects of the operation of the
6                            co-operative or co-operatives during the
7                            financial year concerned; and
8                      (e)   any other matters that the Registrar considers
9                            relevant.
10              (3)   In assessing expected benefits under subsection (2), the
11                    Registrar is to take account of --
12                      (a) the number of creditors and potential creditors;
13                            and
14                      (b) the position of creditors and potential creditors
15                            (in particular, their ability to independently
16                            obtain financial information about the
17                            co-operative or co-operatives); and
18                      (c) the nature and extent of the liabilities of the
19                            co-operative or co-operatives.

20           244ZZG. Exemptions: non-auditor members and former
21                 members of audit firms, and former employees of
22                 audit companies
23              (1)   On an application made in accordance with
24                    subsection (4) by any of the following, the Registrar
25                    may, by order published in the Gazette, exempt the
26                    applicant from all or specified requirements of the
27                    target provisions referred to in subsection (2) --
28                      (a) a member of the firm who is not a registered
29                            company auditor;
30                      (b) a person who has ceased to be --
31                               (i) a member of an audit firm; or
32                              (ii) a director of an audit company; or


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1                    (iii)   a professional employee of an audit
2                            company.
3      (2)   For the purposes of subsection (1), the target provisions
4            are the provisions of the Corporations Act Part 2M.4
5            Division 3 (as applying under Division 12 of this Part).
6      (3)   The exemption may --
7             (a) be expressed to be subject to conditions; and
8             (b) be indefinite or limited to a specified period;
9                   and
10            (c) if indefinite, be expressed to commence on a
11                  specified date.
12     (4)   The application must be --
13            (a) in writing and signed by the applicant; and
14            (b) lodged with the Registrar.
15     (5)   The Registrar must give the applicant written notice of
16           the granting, revocation or suspension of the
17           exemption.

18   244ZZH. Exemptions: classes of non-auditor members
19     (1)   The Registrar may, by order published in the Gazette in
20           respect of a specified class of audit firms or audit
21           companies, exempt any of the following from all or
22           specified requirements of the target provisions referred
23           to in subsection (2) --
24             (a) members of firms who are not registered
25                   company auditors;
26             (b) persons who have ceased to be --
27                      (i) members of audit firms; or
28                     (ii) directors of audit companies; or
29                    (iii) professional employees of audit
30                           companies.


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1               (2)   For the purposes of subsection (1), the target provisions
2                     are the provisions of the Corporations Act Part 2M.4
3                     Division 3 (as applying under Division 12 of this Part).
4               (3)   The exemption may --
5                      (a) be expressed to be subject to conditions; and
6                      (b) be indefinite or limited to a specified period;
7                            and
8                      (c) if indefinite, be expressed to commence on a
9                            specified date.
10           244ZZI. Exemptions: criteria for exemptions for non-auditor
11                   members etc.
12                    To grant an exemption under section 244ZZG or
13                    244ZZH, the Registrar must be satisfied that
14                    complying with the relevant requirements of the target
15                    provisions would --
16                      (a) make the financial report or other reports
17                            misleading; or
18                      (b) be inappropriate in the circumstances; or
19                      (c) impose unreasonable burdens.
20           244ZZJ. Exemptions from regulations
21              (1)   The Registrar may, by order published in the Gazette,
22                    exempt --
23                      (a) a specified co-operative, a specified person or
24                          firm proposed to be appointed as an auditor, or
25                          a specified director or auditor of a co-operative;
26                          or
27                      (b) a specified class of co-operatives, a specified
28                          class of persons or firms proposed to be
29                          appointed as auditors, or a specified class of
30                          directors or auditors of co-operatives,
31                    from compliance with a provision of regulations made
32                    for the purposes of this Part.

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1      (2)   The exemption may --
2             (a) be expressed to be subject to conditions; and
3             (b) be indefinite or limited to a specified period;
4                   and
5             (c) if indefinite, be expressed to commence on a
6                   specified date.

7    244ZZK. Registrar's power to modify the operation of
8          section 324DA of Corporations Act
9      (1)   On an application made in accordance with this
10           section, the Registrar may --
11             (a) declare that the Corporations Act
12                   section 324DA(1) (as applying under
13                   Division 12 of this Part) applies to a registered
14                   company auditor, in relation to the audit of an
15                   audited body or a class of audited bodies, as if
16                   the references in that subsection to 5 successive
17                   financial years were references to --
18                      (i) 6 successive financial years; or
19                     (ii) 7 successive financial years;
20                   or
21             (b) declare that the Corporations Act
22                   section 324DA(2) (as applying under
23                   Division 12 of this Part) applies to a registered
24                   company auditor, in relation to the audit of an
25                   audited body or a class of audited bodies during
26                   a particular period of 7 successive financial
27                   years, as if the reference in that subsection to 5
28                   out of 7 successive financial years were a
29                   reference to 6 out of 7 successive financial
30                   years.
31     (2)   The following persons may apply for the declaration --
32            (a) the registered company auditor;


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1                      (b)    a firm or company on whose behalf the
2                             registered company auditor acts or would act in
3                             relation to the audit or audits,
4                     and if the application is made by a firm or company,
5                     the declaration has effect only in relation to activities
6                     undertaken by the registered company auditor on
7                     behalf of that firm or company.
8               (3)   The application must be --
9                      (a) in writing; and
10                     (b) signed by the applicant; and
11                     (c) lodged with the Registrar.
12              (4)   If the application is made by a registered company
13                    auditor who engages, or is to engage, in audit activities
14                    on behalf of a firm or company, the application must
15                    include the firm's or company's written consent to the
16                    application.
17              (5)   If the application is made by a firm or company in
18                    relation to a registered company auditor, the
19                    application must include the registered company
20                    auditor's written consent to the application.
21              (6)   To make a declaration under subsection (1), the
22                    Registrar must be satisfied that, without the
23                    modification, the Corporations Act Part 2M.4
24                    Division 4 (as applying under Division 12 of this Part)
25                    would impose an unreasonable burden on --
26                     (a) a registered company auditor; or
27                     (b) a firm or company that is applying for the
28                           declaration; or
29                     (c) the audited body or bodies in relation to which
30                           the application was made.
31              (7)   In deciding for the purposes of subsection (6) whether,
32                    without the modification, the Corporations Act

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                                                                      s. 85



1             Part 2M.4 Division 4 (as applying under Division 12 of
2             this Part) would impose an unreasonable burden on a
3             person referred to in that subsection, the Registrar is to
4             have regard to --
5               (a) the nature of the audited body or bodies,
6                     including whether the activity in which the
7                     audited body or bodies engage is such that
8                     specialist knowledge about that activity is
9                     necessary to carry out the audit properly; and
10              (b) the availability of other registered company
11                    auditors capable of providing satisfactory audit
12                    services for the audited body or bodies; and
13              (c) any other matters which the Registrar considers
14                    relevant.
15      (8)   The Registrar must give the applicant written notice of
16            the making, revocation or suspension of the
17            declaration.

18   244ZZL. Auditor to notify co-operative of declaration
19      (1)   If a registered company auditor plays a significant role
20            in the audit of a co-operative in reliance on a
21            declaration by the Registrar under section 244ZZK, the
22            auditor must give the co-operative written notice of the
23            declaration.
24            Penalty for this subsection: a fine of $500.
25      (2)   The notice must specify --
26             (a) the name of the registered company auditor;
27                   and
28             (b) the additional financial years for which the
29                   registered company auditor is, because of the
30                   declaration under section 244ZZK, eligible to
31                   play a significant role in the audit of the
32                   co-operative.


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1               (3)   The notice must be given --
2                      (a) as soon as practicable after the declaration is
3                            made if the auditor has been appointed before
4                            the declaration is made; or
5                      (b) before the auditor is appointed if the declaration
6                            is made before the auditor is appointed.

7            244ZZM. Amendment, suspension or revocation of
8                  exemption
9               (1)   The Registrar may, by order published in the Gazette,
10                    amend, suspend or revoke an exemption granted under
11                    this Division.
12              (2)   The power to suspend or revoke an exemption granted
13                    under section 244ZZD, 244ZZE, 244ZZG or 244ZZH
14                    can be exercised if the Registrar is satisfied that the
15                    criteria for the grant of the exemption are no longer
16                    satisfied.

17                           Division 15 -- Miscellaneous
18           244ZZN. Disclosure by directors
19                    The directors of a co-operative must make the
20                    disclosures about the affairs of the co-operative and of
21                    an entity that the co-operative controls that are required
22                    by the regulations.
23                    Penalty: a fine of $2 000.

24           244ZZO. Contravention by directors of a provision of this
25                 Part
26              (1)   A director of a co-operative contravenes this subsection
27                    if they fail to take all reasonable steps to comply with
28                    or to secure compliance with --
29                       (a) section 244I, 244J, 244V(1) or (2), 244W(2),
30                             244ZB, 244ZC, 244ZD, 244ZE or 244ZF; or


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                                                                                              s. 86



1                           (b)    the Corporations Act section 318 as applying
2                                  under section 244ZA of this Act.
3                 Note for this subsection: This is a civil penalty provision (see section 482A).

4                 (2)    A person commits an offence if they contravene
5                        subsection (1) and the contravention is dishonest.
6                        Penalty for this subsection: a fine of $200 000, or
7                            imprisonment for 5 years, or both.
8


9    86.          Section 250 amended
10         (1)    Delete section 250(1)(a) to (c) and insert:
11

12                          (a)    sections 111AS and 283I are taken to be
13                                 deleted;
14

15         (2)    After section 250(2) insert:
16

17               (3A)    The following provisions of the Corporations Act, as
18                       they apply under this section, are civil penalty
19                       provisions under this Act and are not civil penalty
20                       provisions under that Act --
21                         (a) section 674(2) and (2A);
22                         (b) section 675(2) and (2A);
23                         (c) section 1041A;
24                         (d) section 1041B(1);
25                         (e) section 1041C(1);
26                          (f) section 1041D;
27                         (g) section 1043A(1) and (2).
28


29   87.          Section 251 deleted
30                Delete section 251.

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     s. 88



1    88.          Section 252 amended
2          (1)    In section 252(2) delete "73(2) or 127(1)." and insert:
3

4                 73(2), 127(2) or 164(1).
5

6          (2)    After section 252(2) insert:
7

8                (3A)   Before issuing to a person debentures to which this
9                       section applies, a co-operative must --
10                        (a) inform the person in writing that the person is
11                              entitled to receive a disclosure statement on
12                              request to the co-operative; and
13                        (b) give the person a disclosure statement if the
14                              person requests it.
15

16         (3)    In section 252(3) delete "Before issuing to a person debentures
17                to which this section applies, that person may request a
18                disclosure statement," and insert:
19

20                For the purposes of subsection (3A), the disclosure statement is
21                a statement,
22

23         (4)    After section 252(4) insert:
24

25                (5)   The Registrar may, by order published in the Gazette,
26                      exempt a co-operative or class of co-operatives from
27                      complying with this section.
28                (6)   An exemption may be granted unconditionally or
29                      subject to conditions.
30




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                                                                            s. 89



1    89.     Sections 253A and 253B inserted
2            After section 252 insert:
3


4          253A.   Restrictions on advertising and publicity
5            (1)   A person must not --
6                   (a) advertise; or
7                   (b) publish a statement that directly or indirectly
8                         refers to,
9                  an offer, or intended offer, of debentures in a
10                 co-operative unless a disclosure statement relating to
11                 the debentures is approved by the Registrar under
12                 section 252.
13                 Penalty for this subsection: a fine of $1 000.
14           (2)   A person does not contravene subsection (1) by
15                 publishing an advertisement or statement if they
16                 publish it in the ordinary course of business of --
17                   (a) publishing a newspaper or a magazine; or
18                  (b) broadcasting by radio or television,
19                 and the person did not know and had no reason to
20                 suspect that its publication would amount to a
21                 contravention of that subsection.
22           (3)   Despite The Criminal Code section 23B(2), it is
23                 immaterial for the purposes of subsection (1) that any
24                 event occurred by accident.

25         253B.   Application money to be held on trust
26           (1)   If a person offers debentures for issue under a
27                 disclosure statement, the person must hold --
28                   (a) all application money received from people
29                         applying for debentures under the disclosure
30                         statement; and

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     s. 90



1                          (b)   all other money paid by them on account of the
2                                debentures before they are issued,
3                      in trust under this section for the applicants until the
4                      debentures are issued or the money is returned to the
5                      applicants.
6                      Penalty for this subsection: a fine of $2 500, or
7                           imprisonment for 6 months, or both.
8                (2)   If the application money needs to be returned to an
9                      applicant, the person must return the money as soon as
10                     practicable.
11                     Penalty for this subsection: a fine of $2 500, or
12                          imprisonment for 6 months, or both.
13               (3)   Despite The Criminal Code section 23B(2), it is
14                     immaterial for the purposes of subsections (1) and (2)
15                     that any event occurred by accident.
16


17   90.         Section 254 amended
18               In section 254 delete "section 124(1)(b) or" and insert:
19

20               section
21


22   91.         Section 255 amended
23         (1)   In section 255(1) delete "the co-operative." and insert:
24

25               the co-operative passed by a special postal ballot.
26

27         (2)   In section 255(3)(c) delete "special resolution," and insert:
28

29               special resolution by a special postal ballot,
30


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                                                                        s. 92



1    92.   Section 257 amended
2          In section 257(1) delete "co-operative capital unit (CCU) is"
3          and insert:
4

5          co-operative capital unit is
6


7    93.   Section 261 amended
8          Delete section 261(a) and insert:
9

10                 (a)   either (as specified in the rules) --
11                         (i) each holder of a CCU is entitled to one
12                               vote only at a meeting of the holders of
13                               CCUs; or
14                        (ii) each holder of a CCU is entitled to one
15                               vote per CCU held at a meeting of the
16                               holders of CCUs;
17


18   94.   Section 271 amended
19         Delete section 271(3) and insert:
20

21         (3)   The amount of a rebate payable to a member under
22               subsection (2)(a) may be applied --
23                 (a) in payment for the issue to the member of
24                      bonus shares, with the consent of the member;
25                      or
26                 (b) as a loan to the co-operative --
27                         (i) with the consent of the member; or
28                        (ii) if the rules of the co-operative authorise
29                              the amount of a rebate payable to a
30                              member under subsection (2)(a) to be
31                              applied as a loan to the co-operative.

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1                (4)    The amount of a dividend payable to a member under
2                       subsection (2)(c) may be applied --
3                         (a) in payment for the issue to the member of
4                              bonus shares, with the consent of the member;
5                              or
6                         (b) as a loan to the co-operative --
7                                 (i) with the consent of the member; or
8                                (ii) if the rules of the co-operative authorise
9                                      the amount of a dividend payable to a
10                                     member under subsection (2)(c) to be
11                                     applied as a loan to the co-operative.
12               (5)    A loan to the co-operative authorised by the rules (as
13                      referred to in subsection (3)(b)(ii) or (4)(b)(ii)) is
14                      repayable at call and must bear interest at a rate not
15                      lower than the rate prescribed by the regulations.
16


17   95.         Section 273 amended
18         (1)   In section 273(2):
19                 (a) delete "Unless otherwise provided by the rules, a" and
20                       insert:
21

22                       A
23

24                (b)    in paragraph (c) delete "activities." and insert:
25

26                       activities;
27




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                                                                           s. 95



1             (c)    after paragraph (c) insert:
2

3                    (d)   dispose of an asset, if the disposal would
4                          result --
5                            (i) in the co-operative ceasing to carry on
6                                 an activity referred to in
7                                 subsection (3A); or
8                           (ii) in the ability of the co-operative to carry
9                                 on an activity referred to in
10                                subsection (3A) being substantially
11                                impaired.
12

13   (2)    After section 273(2) insert:
14

15         (3A)     Subsection (2)(d) applies to an activity of a
16                  co-operative if --
17                    (a) the activity is a primary activity of the
18                         co-operative; and
19                    (b) under rules of the co-operative referred to in
20                         section 111(a) or regulations made for the
21                         purposes of section 111(b), the use or support
22                         of the activity, or the maintenance of a
23                         relationship or an arrangement with the
24                         co-operative for carrying on the activity, can be
25                         sufficient to establish active membership of the
26                         co-operative.
27




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     s. 96



1          (3)   In section 273(3) delete "an offence unless the person satisfies
2                the court that he or she used all due diligence to prevent the
3                contravention by the co-operative." and insert:
4

5                      an offence, if the person --
6                        (a) was in a position to influence the conduct of the
7                              co-operative in relation to the commission of
8                              the offence by it; and
9                        (b) did not use all due diligence to prevent the
10                             commission of the offence by it.
11

12         (4)   After section 273(4) insert:
13

14               (5)   An exemption may be granted unconditionally or
15                     subject to conditions.
16


17   96.         Section 284 amended
18               Delete section 284(3) and insert:
19

20               (3)   The register must be open for inspection by a member
21                     of the co-operative in accordance with section 232.
22


23   97.         Section 288 amended
24         (1)   In section 288 delete "The Registrar" and insert:
25

26               (1)   The Registrar
27




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                                                                                    s. 98



1          (2)   At the end of section 288 insert:
2

3                (2)     An exemption may be granted unconditionally or
4                        subject to conditions.
5


6    98.         Section 289 amended
7          (1)   In section 289:
8                  (a) delete "This Division" and insert:
9

10               (1)     This Division
11

12                (b)     in paragraph (d) delete "offer." and insert:
13

14                        offer;
15

16                 (c)    after paragraph (d) insert:
17

18                        (e)      an offer that would lead to the offeror having a
19                                 substantial share interest in the co-operative, or
20                                 to a substantial change taking place in a
21                                 substantial share interest the offeror has in the
22                                 co-operative, were the offeror to be registered
23                                 (immediately after the offer is made) as the
24                                 holder of the shares that are the subject of the
25                                 offer.
26

27         (2)   At the end of section 289 insert:
28

29               (2)     In subsection (1)(e), substantial share interest and
30                       substantial change have the same meanings as they
31                       have in section 276.
32



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     s. 99



1    99.         Section 290 replaced
2                Delete section 290 and insert:
3


4            290.      Requirements to be satisfied before offer can be
5                      made
6                (1)   A person must not make an offer to which this Division
7                      applies unless the making of the offer has been
8                      approved --
9                        (a) by special resolution passed by a special postal
10                             ballot; and
11                       (b) by the Registrar.
12               (2)   Despite subsection (1), an offer referred to in
13                     section 289(1)(e) can be made even if it has not been
14                     approved as referred to in subsection (1) if it is made in
15                     circumstances stated in, and in accordance with the
16                     requirements of, the regulations.
17


18   100.        Section 291 amended
19               In section 291 delete "289(a) to (d)" and insert:
20

21               289(1)(a) to (e)
22


23   101.        Section 293 amended
24         (1)   In section 293(2) delete the Penalty and insert:
25

26                     Penalty for this subsection: a fine of $20 000, or
27                        imprisonment for 5 years, or both.
28




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                                                                             s. 102



1       (2)    In section 293(3) delete the Penalty and insert:
2

3                    Penalty for this subsection: a fine of $10 000, or
4                       imprisonment for 2 years, or both.
5

6    102.      Section 296 amended
7       (1)    In section 296 delete "The Registrar" and insert:
8

9              (1)   The Registrar
10

11      (2)    At the end of section 296 insert:
12

13             (2)   An exemption may be granted unconditionally or
14                   subject to conditions.
15

16   103.      Section 300 amended
17             Delete section 300(5) and insert:
18

19             (5)   The Registrar may grant an approval or an exemption
20                   under this section unconditionally or subject to
21                   conditions.
22

23   104.      Section 306 amended
24      (1)    After section 306(1) insert:
25

26            (2A)   An application cannot be made under section 305 in
27                   respect of a co-operative without share capital
28                   unless --
29                     (a) the application is made at least 2 weeks after a
30                           notice has been published in a newspaper
31                           circulating generally in the district in which the

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     s. 105



1                             registered office of the co-operative is situated
2                             advising of the proposal to submit the proposed
3                             special resolution to members of the
4                             co-operative; and
5                      (b)    either --
6                               (i) in the case where the new body will
7                                     have share capital -- all the members of
8                                     the co-operative will have an equal
9                                     shareholding; or
10                             (ii) in any case -- the Registrar approves in
11                                    writing the making of the application.
12

13      (2)     Delete section 306(3) and insert:
14
15              (3)   The Registrar may, by order published in the Gazette,
16                    exempt a co-operative from compliance with a
17                    provision of this section or section 186 in relation to a
18                    matter to which this section applies.
19              (4)   An exemption may be granted unconditionally or
20                    subject to conditions.
21

22   105.       Section 309 amended
23              After section 309(4) insert:
24
25              (5)   If --
26                      (a)   section 131(2) applies to rules of a
27                            co-operative; and
28                     (b)    those rules provide for a period shorter than
29                            2 years to apply for the purposes of each of
30                            section 132(1)(a), (b) and (c) and
31                            section 133(1),
32                    subsection (2) of this section applies in relation to the
33                    co-operative as if the reference in that subsection to

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                                                                             s. 106



1                   2 years were a reference to the shorter period that
2                   applies for the purposes of each of section 132(1)(a),
3                   (b) and (c) and section 133(1) under those rules.
4


5    106.     Section 315 amended
6             In section 315 delete "in the same way and in the same
7             circumstances as a company under the Corporations Act may be
8             deregistered." and insert:
9

10                  under --
11                    (a) the Corporations Act as applying under
12                         section 316; or
13                   (b) section 482.
14


15   107.     Section 316 replaced
16            Delete section 316 and insert:
17


18          316.    Application of Corporations Act to winding-up and
19                  deregistration
20            (1)   This section does not apply to the winding-up of a
21                  co-operative on the certificate of the Registrar under
22                  section 314.
23            (2)   The winding-up or deregistration of a co-operative, and
24                  a deregistered co-operative, are declared to be applied
25                  Corporations legislation matters for the purposes of the
26                  Corporations (Ancillary Provisions) Act 2001 Part 3 in
27                  relation to the provisions of the Corporations Act
28                  Parts 5.4, 5.4A, 5.4B, 5.5, 5.6 and 5A.1, subject to the
29                  modifications set out in Schedule 6 Division 1.




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1               (3)   Despite any other provisions of this Act --
2                      (a) a copy of the special resolution for the
3                            voluntary winding-up of a co-operative referred
4                            to in the Corporations Act section 491(2)(a) as
5                            applying under this section is to be filed with
6                            the Registrar --
7                               (i) within the period referred to in that
8                                    paragraph (and not the period of 28 days
9                                    referred to in section 181(2) of this
10                                   Act); or
11                             (ii) within a longer period approved by the
12                                   Registrar;
13                           and
14                     (b) the form of a notice or account required to be
15                           given or lodged by a liquidator under the
16                           Corporations Act section 496, 497, 537 or 539
17                           as applying under this section is the form
18                           required under the section concerned but with
19                           any necessary modifications (and not a form
20                           approved under this Act); and
21                     (c) the quorum for the meeting referred to in the
22                           Corporations Act section 509 as applying under
23                           this section is the quorum referred to in that
24                           section (and not a quorum determined under
25                           section 193 of this Act); and
26                     (d) the time when a voluntary winding-up is taken
27                           to commence is to be determined under the
28                           Corporations Act section 513B as applying
29                           under this section and is not affected by
30                           section 180 of this Act.
31              (4)   The provisions of the Corporations Act applying under
32                    this section have effect subject to any other sections of
33                    this Part.
34




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                                                                         s. 108



1    108.   Section 317 amended
2           Delete section 317(2) and (3) and insert:
3

4           (2)   When a special postal ballot referred to in
5                 subsection (1)(b) is held, the members may, by means
6                 of the same ballot, by simple majority --
7                   (a) appoint one or more liquidators to wind up the
8                         affairs and distribute the assets of the
9                         co-operative; and
10                  (b) fix the remuneration to be paid to the liquidator.
11          (3)   The Registrar may, by order published in the Gazette,
12                exempt a co-operative or class of co-operatives from
13                compliance with a provision of this section or
14                section 186.
15          (4)   An exemption may be granted unconditionally or
16                subject to conditions.
17


18   109.   Section 322 amended
19          After section 322(4) insert:
20

21          (5)   If --
22                  (a)   section 131(2) applies to rules of a
23                        co-operative; and
24                  (b) those rules provide for a period shorter than
25                        2 years to apply for the purposes of each of
26                        section 132(1)(a), (b) and (c) and
27                        section 133(1),
28                subsections (1) and (2) of this section apply in relation
29                to the co-operative as if a reference in those
30                subsections to 2 years were a reference to the shorter
31                period that applies for the purposes of each of


                                                                      page 139
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     s. 110



1                     section 132(1)(a), (b) and (c) and section 133(1) under
2                     those rules.
3


4    110.       Part 12 Division 4 heading replaced
5               Delete the heading to Part 12 Division 4 and insert:
6


7                           Division 4 -- Administration
8


9    111.       Part 12 Division 4 Subdivision 1 inserted
10              At the beginning of Part 12 Division 4 insert:
11


12                           Subdivision 1 -- Introductory

13            323A.   Operation of this Division
14                    This Division provides 2 methods for the
15                    administration of a co-operative, as follows --
16                      (a) administration under the Corporations Act as
17                           applying under Subdivision 2;
18                      (b) administration under Subdivision 3.
19


20   112.       Part 12 Division 4 Subdivision 2 heading inserted
21              Before section 323 insert:
22


23             Subdivision 2 -- Administration under Corporations Act
24


25   113.       Section 323 amended
26              In section 323:
27                (a) delete paragraph (a);

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                                                                           s. 114



1               (b)    delete paragraph (c) and insert:
2

3                     (ca)   a reference in section 436D to "section 436A,
4                            436B or 436C" is to be read as including a
5                            reference to section 324 of this Act;
6                     (cb)   a reference in section 436E(4)(a) or 448B to an
7                            administrator is to be read as not including a
8                            reference to an administrator appointed under
9                            section 324 of this Act;
10                    (cc)   a reference in section 440D(2)(b) to prescribed
11                           proceedings is to be read as a reference to
12                           proceedings prescribed by regulations under
13                           this Act;
14                    (cd)   section 444GA is taken to include a provision
15                           to the effect that the section has effect subject
16                           to Part 7 Division 5 of this Act;
17                    (ce)   section 446B is taken to be deleted;
18                     (c)   the reference in section 600H(2) to a
19                           compromise or arrangement under Part 5.1 is to
20                           be read as a reference to a compromise or
21                           arrangement under Part 13 of this Act;
22


23   114.     Section 324A inserted
24            After section 323 insert:
25


26          324A.     Appointment of administrator by Registrar in case
27                    of insolvency
28            (1)     The Registrar may appoint a person as an administrator
29                    for the purposes of the Corporations Act Part 5.3A (as
30                    applying under this Subdivision) if the Registrar is of
31                    the opinion that the co-operative is insolvent or likely
32                    to become insolvent at some future time.


                                                                        page 141
     Co-operatives Amendment Bill 2015



     s. 115



1               (2)   The person appointed by the Registrar must be a
2                     registered liquidator (as defined in the Corporations
3                     Act section 9), but the Registrar may appoint a person
4                     who is not a registered liquidator if the Registrar forms
5                     the view that the likely costs of administration by a
6                     registered liquidator are excessive taking into account
7                     the known assets of the co-operative and the expected
8                     extent of debt of the co-operative.

9    115.       Part 12 Division 5 heading replaced
10              Delete the heading to Part 12 Division 5 and insert:
11


12              Subdivision 3 -- Administration: alternative procedure
13


14   116.       Section 324B inserted
15              Before section 324 insert:
16


17            324B.   Operation of this Division
18              (1)   The provisions of the Corporations Act applying under
19                    Subdivision 2 do not apply to the appointment of an
20                    administrator under this Subdivision or to an
21                    administrator so appointed.
22              (2)   This Subdivision does not apply to the appointment of
23                    an administrator under section 324A or to an
24                    administrator so appointed.
25


26   117.       Section 325 amended
27              In section 325(3) delete "Division." and insert:
28

29              Subdivision.
30


     page 142
                                              Co-operatives Amendment Bill 2015



                                                                               s. 118



1    118.     Section 326 amended
2             In section 326(4) delete " records." and insert:
3

4             books.
5


6    119.     Section 336 amended
7             In section 336(1)(b) delete "co-operative under Division 5;" and
8             insert:
9

10            co-operative by the Registrar under Division 4 Subdivision 3;
11


12   120.     Section 337 amended
13      (1)   In section 337(1):
14              (a) delete paragraph (a);
15              (b) in paragraph (b) delete "290, as applied under
16                    section 225 of this Act, is to be read with any
17                    modifications prescribed by the regulations;" and insert:
18

19                     290 is to be read as a reference to the appropriate
20                     provision of Part 10A Division 2 of this Act;
21

22              (c)    after paragraph (b) insert:
23

24                     (ca)   section 588G is to be read as if item 2 of the
25                            table to section 588G(1A) were deleted;




                                                                         page 143
     Co-operatives Amendment Bill 2015



     s. 120



1                  (cb)   section 588G is to be read as if item 3 of the
2                         table to section 588G(1A) read as follows --

                            repaying share         when the
                            capital                obligation to
                                                   repay share
                                                   capital is
                                                   effective

                            receiving the          when the
                            resignation of a       resignation is
                            member under           effective
                            the rules of the
                            co-operative

                            expelling a            when the
                            member                 expulsion
                                                   occurs
3                  (cc)   section 588G is to be read as if a reference
4                         (however expressed) in item 4 or 5 of the table
5                         to section 588G(1A) to redeemable preference
6                         shares were a reference to CCUs;
7                  (cd)   a reference (however expressed) in
8                         section 588V or 588W to a corporation that is
9                         the holding company of a company is to be read
10                        as if --
11                           (i) the reference to a corporation were a
12                                reference to a co-operative; and
13                          (ii) the reference to "the holding company"
14                                were a reference to that co-operative;
15                                and
16                         (iii) the reference to "a company" were a
17                                reference to a company that is a
18                                subsidiary of that co-operative (and
19                                accordingly that reference to a company


     page 144
                                              Co-operatives Amendment Bill 2015



                                                                            s. 121



1                                    is not to be read as a reference to a
2                                    co-operative);
3                    (ce)    a reference in section 588Z(b) to 23 June 1993
4                            is to be read as a reference to
5                            1 September 2010;
6

7       (2)   Delete section 337(2) and insert:
8

9             (2)    The Corporations Act section 588G(2) as applying
10                   under this section is a civil penalty provision under this
11                   Act and is not a civil penalty provision under that Act.
12


13   121.     Section 344 amended
14            In section 344:
15              (a) in paragraph (b) delete "person; and" and insert:
16

17                    person.
18

19             (b)    delete paragraph (c).

20   122.     Section 346 amended
21            After section 346(2) insert:
22

23            (3)    Despite The Criminal Code section 23B(2), it is
24                   immaterial for the purposes of subsection (2) that any
25                   event occurred by accident.
26


27   123.     Section 359 amended
28            Delete section 359(3)(b) and (c).




                                                                         page 145
     Co-operatives Amendment Bill 2015



     s. 124



1    124.       Part 14 heading replaced
2               Delete the heading to Part 14 and insert:
3


4                   Part 14 -- Participating co-operatives
5


6    125.       Section 365 deleted
7               Delete section 365.

8    126.       Section 366 amended
9       (1)     In section 366(1):
10                (a) delete "Part, a foreign co-operative" and insert:
11

12                      Part and without limiting the definition of carry on
13                      business in section 4 in its application to a participating
14                      co-operative, a participating co-operative
15

16               (b)    in paragraph (b) delete "State; or" and insert:
17

18                      State.
19

20                (c)   delete paragraph (c).
21      (2)     Delete section 366(2).

22   127.       Section 367 deleted
23              Delete section 367.




     page 146
                                             Co-operatives Amendment Bill 2015



                                                                          s. 128



1    128.      Section 368 amended
2       (1)    In section 368(1) delete "foreign co-operative authorised under
3              this Part to carry on business in this State" and insert:
4

5              participating co-operative
6

7       (2)    In section 368(2):
8                (a) delete "foreign co-operatives" and insert:
9

10                    participating co-operatives
11

12              (b)   in paragraph (g) delete "co-operative capital units" and
13                    insert:
14

15                    CCUs
16

17      (3)    In section 368(3) delete "foreign" and insert:
18

19             participating
20


21   129.      Part 14 Division 2 heading replaced
22             Delete the heading to Part 14 Division 2 and insert:
23


24            Division 2 -- Participating co-operatives carrying on
25                           business in this State
26




                                                                      page 147
     Co-operatives Amendment Bill 2015



     s. 130



1    130.       Section 370 amended
2       (1)     In section 370(1) delete "after notifying the Registrar in
3               accordance with section 372 that the participating co-operative
4               intends to carry on business in this State." and insert:
5

6               unless it ceases to be so authorised under section 376.
7

8       (2)     In section 370(2) delete "State." and insert:
9

10              jurisdiction.
11

12      (3)     Delete section 370(3).

13   131.       Sections 372 to 374 replaced
14              Delete sections 372 to 374 and insert:
15


16            372.    Existing foreign co-operatives
17              (1)   This section applies to a body that --
18                     (a) immediately before the commencement of the
19                           Co-operatives Amendment Act 2015
20                           section 130 is, or is taken under section 371 to
21                           be, a foreign co-operative authorised under this
22                           Part to carry on business in this State; and
23                     (b) is not registered or incorporated under a
24                           corresponding co-operatives law.
25              (2)   The co-operative is taken to be a participating
26                    co-operative authorised under this Part to carry on
27                    business in this State, and this Part applies with all
28                    necessary modifications.
29




     page 148
                                                Co-operatives Amendment Bill 2015



                                                                                   s. 132



1    132.     Section 376 amended
2             In section 376:
3               (a) delete "foreign co-operative" and insert:
4

5                       participating co-operative
6

7               (b)     in paragraph (b) delete "section 377; or" and insert:
8

9                       section 377.
10

11              (c)     delete paragraphs (c) and (d).
12            Note: The heading to amended section 376 is to read:

13                    When participating co-operative not authorised to carry on
14                    business

15   133.     Section 377 amended
16      (1)   In section 377(1):
17              (a) delete "foreign co-operative" and insert:
18

19                      participating co-operative
20

21              (b)     delete paragraphs (b) to (d) and insert:
22

23                      (b)   that the co-operative has, after notice from the
24                            Registrar, failed to comply with --
25                               (i) provisions of this Act or of a
26                                    corresponding co-operatives law
27                                    applicable to the co-operative; or
28                              (ii) provisions of the rules of the
29                                    co-operative;
30                      (c)   that the co-operative has contravened a
31                            direction given to it under section 380E.
32


                                                                             page 149
     Co-operatives Amendment Bill 2015



     s. 134



1       (2)     In section 377(4) delete "foreign co-operative" and insert:
2

3               participating co-operative
4

5       (3)     In section 377(5) delete "foreign co-operative," and insert:
6

7               participating co-operative,
8

9       (4)     After section 377(6) insert:
10

11              (7)   The Registrar may, on application or otherwise, by
12                    notice given to a participating co-operative, revoke a
13                    decision of the Registrar to give a written notice to the
14                    co-operative under subsection (5) withdrawing its
15                    authority to carry on business in this State.
16              (8)   If a notice is given to a participating co-operative under
17                    subsection (7), the co-operative is taken to be
18                    authorised to carry on business in this State on and
19                    from the date the notice is given to the co-operative or
20                    a later date specified in the notice.
21


22   134.       Sections 378 and 379 replaced
23              Delete sections 378 and 379 and insert:
24


25            378.    Appeal against Registrar's decision under s. 377(5)
26                    A participating co-operative may appeal to the
27                    Supreme Court against a decision of the Registrar to
28                    give a written notice to the co-operative under
29                    section 377(5) withdrawing its authority to carry on
30                    business in this State.


     page 150
                                            Co-operatives Amendment Bill 2015



                                                                          s. 135



1           379.    Application of Act and regulations to participating
2                   co-operatives
3             (1)   A participating co-operative that is authorised under
4                   this Part to carry on business in this State must comply
5                   with the provisions of this Act that are prescribed by
6                   the regulations.
7             (2)   The provisions prescribed for the purposes of
8                   subsection (1) --
9                     (a) apply with all necessary modifications and any
10                         modifications prescribed by the regulations;
11                         and
12                    (b) are in addition to the provisions of this Part and
13                         any other provisions of this Act that are
14                         expressed to apply to participating
15                         co-operatives.
16


17   135.     Section 380 replaced
18            Delete section 380 and insert:
19


20          380A.   False copies of rules of participating co-operative
21            (1)   A person who gives to a member of a participating
22                  co-operative or to a person intending or applying to
23                  become a member of a participating co-operative a
24                  copy of any rules or any alterations of rules, other than
25                  those which have been registered under the relevant
26                  corresponding co-operatives law, representing that they
27                  are binding on the members of the participating
28                  co-operative is guilty of an offence.
29                  Penalty for this subsection: a fine of $1 000.




                                                                       page 151
     Co-operatives Amendment Bill 2015



     s. 135



1               (2)   A person who alters any of the rules of a participating
2                     co-operative after they have been registered under the
3                     relevant corresponding co-operatives law and circulates
4                     them representing that they have been so registered
5                     when they have not been is guilty of an offence.
6                     Penalty for this subsection: a fine of $1 000.

7             380B.   False copies of documents of participating
8                     co-operatives
9               (1)   A person who, in purported compliance with a
10                    provision of the relevant corresponding co-operatives
11                    law that corresponds to section 68 --
12                      (a) gives a person intending or applying to become
13                            a member of a participating co-operative a
14                            document as a copy of --
15                               (i) a special resolution of the co-operative;
16                                    or
17                              (ii) the most recent financial information
18                                    reported to members of the co-operative
19                                    under Part 10A;
20                            and
21                      (b) knows or ought to know that, in a material
22                            respect, it is not a true copy of the resolution or
23                            information; and
24                      (c) does not indicate to that person that it is not a
25                            true copy,
26                    is guilty of an offence.
27                    Penalty for this subsection: a fine of $1 000.
28              (2)   A person who, in purported compliance with a
29                    provision of the relevant corresponding co-operatives
30                    law that corresponds to section 68 --
31                      (a) makes available for inspection by a person
32                            intending or applying to become a member of a


     page 152
                                     Co-operatives Amendment Bill 2015



                                                                     s. 135



1                    participating co-operative a document as a copy
2                    of --
3                       (i) a special resolution of the co-operative;
4                            or
5                      (ii) the most recent financial information
6                            reported to members of the co-operative
7                            under Part 10A;
8                    and
9             (b)    knows or ought to know that, in a material
10                   respect, it is not a true copy of the resolution or
11                   information; and
12             (c)   does not indicate to that person that it is not a
13                   true copy,
14           is guilty of an offence.
15           Penalty for this subsection: a fine of $1 000.

16   380C.   Restrictions on advertising and publicity: shares in
17           participating co-operatives
18     (1)   A person must not advertise, or publish a statement that
19           directly or indirectly refers to, an offer, or intended
20           offer, of shares in a participating co-operative that is a
21           distributing co-operative (within the meaning of the
22           relevant corresponding co-operatives law of another
23           jurisdiction) unless --
24             (a) a current disclosure statement relating to the
25                   shares is registered with the Registrar for the
26                   other jurisdiction under a provision of that
27                   corresponding co-operatives law that
28                   substantially corresponds to section 137A; and
29             (b) any other applicable requirements specified in
30                   regulations for the purposes of this section are
31                   complied with.
32           Penalty for this subsection: a fine of $1 000.


                                                                 page 153
     Co-operatives Amendment Bill 2015



     s. 135



1               (2)   Subsection (1) applies in relation to shares in a
2                     distributing co-operative only if the shares are offered,
3                     or intended to be offered, to persons who are not
4                     shareholders in the co-operative.
5               (3)   A person does not contravene subsection (1) by
6                     publishing an advertisement or statement if they
7                     publish it in the ordinary course of a business of --
8                       (a) publishing a newspaper or magazine; or
9                      (b) broadcasting by radio or television,
10                    and the person did not know and had no reason to
11                    suspect that its publication would amount to a
12                    contravention of that subsection.
13              (4)   Despite The Criminal Code section 23B(2), it is
14                    immaterial for the purposes of subsection (1) that any
15                    event occurred by accident.

16            380D.   Restrictions on advertising and publicity:
17                    debentures or CCUs in participating co-operatives
18              (1)   A person must not advertise, or publish a statement that
19                    directly or indirectly refers to, an offer, or intended
20                    offer, of debentures or CCUs in a participating
21                    co-operative unless --
22                      (a) a disclosure statement relating to the debentures
23                            or CCUs is approved under a provision of the
24                            relevant corresponding co-operatives law of
25                            another jurisdiction that corresponds to
26                            section 252 by the Registrar for the other
27                            jurisdiction; and
28                      (b) any other applicable requirements specified in
29                            regulations for the purposes of this section are
30                            complied with.
31                    Penalty for this subsection: a fine of $1 000.



     page 154
                                     Co-operatives Amendment Bill 2015



                                                                    s. 135



1      (2)   A person does not contravene subsection (1) by
2            publishing an advertisement or statement if they
3            publish it in the ordinary course of a business of --
4              (a) publishing a newspaper or magazine; or
5             (b) broadcasting by radio or television,
6            and the person did not know and had no reason to
7            suspect that its publication would amount to a
8            contravention of that subsection.
9      (3)   Despite The Criminal Code section 23B(2), it is
10           immaterial for the purposes of subsection (1) that any
11           event occurred by accident.

12   380E.   Registrar's directions about participating
13           co-operative obtaining financial accommodation
14     (1)   The Registrar may, if the Registrar considers it is in the
15           interests of a participating co-operative's members, by
16           written notice served on the co-operative, give a
17           direction to the co-operative as to the way in which it is
18           to exercise its functions in connection with the
19           activities of the co-operative in obtaining financial
20           accommodation in this State.
21     (2)   A direction under subsection (1) may make provision
22           for any one or more of the following matters --
23             (a) requiring the co-operative to stop obtaining
24                   financial accommodation or to stop obtaining
25                   financial accommodation in a particular way;
26             (b) requiring the co-operative to repay in
27                   accordance with the direction all or part of
28                   financial accommodation obtained;
29             (c) requiring the co-operative to re-finance in a
30                   specified way financial accommodation repaid
31                   in accordance with the Registrar's direction;



                                                                page 155
     Co-operatives Amendment Bill 2015



     s. 135



1                      (d)   the way in which the co-operative is permitted
2                            to invest or use the proceeds of financial
3                            accommodation it obtains.
4               (3)   The Registrar must give the co-operative written notice
5                     of the reasons for making the direction.
6               (4)   Within 28 days of receiving the direction, the
7                     co-operative may apply to the Supreme Court for a
8                     review of that decision.

9             380.    Name and place of origin to appear on business and
10                    other documents of participating co-operative
11              (1)   In this section --
12                    business document, of a participating co-operative,
13                    means a document that is issued, signed or endorsed by
14                    or on behalf of the co-operative and is --
15                      (a) a business letter, statement of account, invoice
16                             or order for goods or services; or
17                      (b) a bill of exchange, promissory note, cheque or
18                             other negotiable instrument; or
19                      (c) a receipt or letter of credit issued by the
20                             co-operative; or
21                      (d) a document belonging to a class prescribed by
22                             the regulations as a class of business document.
23              (2)   A participating co-operative must ensure its name, the
24                    jurisdiction of its registration and any other information
25                    prescribed by the regulations appear in legible
26                    characters --
27                      (a) on each seal of the co-operative; and
28                      (b) in all notices, advertisements and other official
29                            publications of the co-operative; and
30                      (c) in all its business documents.
31                    Penalty for this subsection: a fine of $2 000.


     page 156
                                           Co-operatives Amendment Bill 2015



                                                                         s. 136



1             (3)   An officer of a participating co-operative or a person
2                   on its behalf must not --
3                     (a) use any seal of the co-operative; or
4                    (b) issue or authorise the issue of a notice,
5                           advertisement or other official publication of
6                           the co-operative; or
7                     (c) sign or authorise to be signed on behalf of the
8                           co-operative any business document of the
9                           co-operative,
10                  in or on which the co-operative's name or place of
11                  origin does not appear in legible characters.
12                  Penalty for this subsection: a fine of $2 000.
13            (4)   A director of a participating co-operative must not
14                  knowingly authorise or permit a contravention of this
15                  section.
16                  Penalty for this subsection: a fine of $2 000.
17            (5)   Despite The Criminal Code section 23B(2), it is
18                  immaterial for the purposes of subsection (2) that any
19                  event occurred by accident.
20


21   136.     Section 381 amended
22      (1)   In section 381:
23              (a) delete "The Registrar" and insert:
24

25            (1)   The Registrar
26




                                                                      page 157
     Co-operatives Amendment Bill 2015



     s. 137



1                 (b)     delete "public documents, held by the Registrar relating
2                         to a co-operative, including a foreign co-operative." and
3                         insert:
4

5                         documents, held by the Registrar relating to a
6                         co-operative or a participating co-operative.
7

8       (2)     At the end of section 381 insert:
9

10              (2)     Subsection (1) applies regardless of whether a
11                      reciprocal arrangement referred to in section 485 exists
12                      and regardless of the terms of such an arrangement.
13

14   137.       Sections 382 and 383 deleted
15              Delete sections 382 and 383.

16   138.       Section 384 amended
17              In section 384 delete "registrar by or under a co-operatives
18              law." and insert:
19

20              Registrar by or under a corresponding co-operatives law.
21

22              Note: The heading to amended section 384 is to read:

23                      Functions conferred on Registrar under corresponding
24                      co-operatives law

25   139.       Section 385A inserted
26              At the end of Part 14 Division 3 insert:
27

28            385A.     Registrar may exempt participating co-operatives
29              (1)     The Registrar may, by order published in the Gazette,
30                      exempt a participating co-operative or a class of

     page 158
                                              Co-operatives Amendment Bill 2015



                                                                             s. 140



1                    participating co-operatives from any requirement of
2                    this Act.
3             (2)    An exemption under subsection (1) may be given only
4                    if the Registrar considers that it is appropriate to do so
5                    having regard to the corresponding co-operatives law
6                    of each jurisdiction in which a participating
7                    co-operative to which the exemption will apply is
8                    registered.
9             (3)    An exemption may be granted unconditionally or
10                   subject to conditions.
11


12   140.     Section 386 amended
13      (1)   In section 386(1):
14              (a) delete "foreign co-operative" and insert:
15

16                    participating co-operative
17

18             (b)    delete paragraph (a).
19      (2)   In section 386(2) and (3) delete "foreign co-operative" and
20            insert:
21

22            participating co-operative
23


24   141.     Section 387 amended
25      (1)   In section 387(1) delete "foreign co-operative" and insert:
26

27            participating co-operative
28




                                                                          page 159
     Co-operatives Amendment Bill 2015



     s. 142



1       (2)     In section 387(2) delete "Schedule 6." and insert:
2

3               Schedule 6 Division 2.
4

5       (3)     In section 387(4) delete "foreign co-operative" and insert:
6

7               participating co-operative
8

9               Note: The heading to amended section 387 is to read:

10                    Application of Corporations Act to winding-up of participating
11                    co-operatives

12   142.       Section 388 amended
13      (1)     In section 388(1) delete "foreign co-operative" and insert:
14

15              participating co-operative
16

17      (2)     In section 388(2) delete "the co-operative or" and insert:
18

19              the participating co-operative or
20

21              Note: The heading to amended section 388 is to read:

22                    Outstanding property of participating co-operatives

23   143.       Part 14 Division 5 heading replaced
24              Delete the heading to Part 14 Division 5 and insert:
25


26            Division 5 -- Mergers and transfers of engagements
27                    affecting participating co-operatives
28




     page 160
                                              Co-operatives Amendment Bill 2015



                                                                           s. 144



1    144.     Section 389 amended
2       (1)   In section 389 insert in alphabetical order:
3

4                      assets means any legal or equitable estate or interest
5                      (whether present or future and whether vested or
6                      contingent) in real or personal property of any
7                      description (including money) and includes securities,
8                      choses in action and documents;
9                      liabilities means liabilities, debts and obligations
10                     (whether present or future and whether vested or
11                     contingent);
12

13      (2)   In section 389 in the definition of appropriate Registrar
14            paragraph (b) delete "co-operatives law of the participating
15            State" and insert:
16

17            corresponding co-operatives law of the participating jurisdiction
18

19      (3)   In section 389 in the definition of State co-operative delete
20            "State, other than a foreign co-operative;" and insert:
21

22            State;
23


24   145.     Section 390 amended
25            Delete section 390(2).

26   146.     Section 391 amended
27      (1)   Delete section 391(2).




                                                                        page 161
     Co-operatives Amendment Bill 2015



     s. 147



1       (2)     In section 391(3)(b) delete "in the case of a merger or transfer
2               affecting a participating co-operative, the participating" and
3               insert:
4

5               the participating
6


7    147.       Section 392 amended
8       (1)     In section 392(1) delete "foreign co-operative" and insert:
9

10              participating co-operative
11

12      (2)     In section 392(3):
13                (a) in paragraphs (a), (b) and (c) delete "foreign
14                      co-operative" and insert:
15

16                      participating co-operative
17

18               (b)    in paragraph (f) delete "co-operatives law of the
19                      participating State" and insert:
20

21                      corresponding co-operatives law of the participating
22                      jurisdiction
23

24      (3)     In section 392(4) and (5) delete "foreign co-operative" and
25              insert:
26

27              participating co-operative
28




     page 162
                                            Co-operatives Amendment Bill 2015



                                                                             s. 148



1    148.     Section 393 amended
2       (1)   In section 393(1) delete "Registrar for the participating State
3             concerned" and insert:
4

5             participating Registrar
6

7       (2)   Delete section 393(2)(b).

8    149.     Section 394 amended
9       (1)   Delete section 394(1)(d) and (e) and insert:
10

11                    (d)   the certificate of registration of the participating
12                          co-operative has been surrendered to the
13                          Registrar for the participating jurisdiction
14                          concerned; and
15

16      (2)   In section 394(2) and (4) delete "co-operatives law of the
17            participating State" and insert:
18

19            corresponding co-operatives law of the participating jurisdiction
20


21   150.     Section 395 amended
22      (1)   Delete section 395(1)(d) and (e).
23      (2)   In section 395(2) delete "co-operatives law of the participating
24            State" and insert:
25

26            corresponding co-operatives law of the participating jurisdiction
27




                                                                         page 163
     Co-operatives Amendment Bill 2015



     s. 151



1    151.       Section 396 amended
2               In section 396(1) delete the definitions of:
3               assets
4               liabilities

5    152.       Part 15 Division 1A inserted
6               At the beginning of Part 15 insert:
7


8                     Division 1A -- Examining a person about a
9                                   co-operative
10            398A.    Application of Corporations Act: court-directed
11                     examinations
12                     A co-operative is declared to be an applied
13                     Corporations legislation matter for the purposes of the
14                     Corporations (Ancillary Provisions) Act 2001 Part 3 in
15                     relation to the Corporations Act Part 5.9 Division 1.
16


17   153.       Part 15 Division 1 heading replaced
18              Delete the heading to Part 15 Division 1 and insert:
19


20                     Division 1 -- Supervision and inspection
21


22   154.       Section 398 amended
23      (1)     In section 398 delete "this Part -- " and insert:
24

25              this Division --
26




     page 164
                                                Co-operatives Amendment Bill 2015



                                                                                  s. 155



1       (2)   In section 398 delete the definition of chief executive officer
2             (DOCEP).
3       (3)   In section 398 in the definition of relevant document delete
4             "records" and insert:
5

6             books
7

8    155.     Section 399 amended
9             In section 399:
10              (a) delete "Part" and insert:
11

12                      Division
13

14              (b)     in paragraphs (a) and (b) delete "foreign co-operative;"
15                      and insert:
16

17                      participating co-operative;
18

19              (c)     in paragraph (d) delete "foreign co-operative," and insert
20

21                       participating co-operative,
22

23            Note: The heading to amended section 399 is to read:

24                    Co-operative includes subsidiaries, participating co-operatives
25                    and co-operative ventures

26   156.     Section 400 amended
27            In section 400:
28              (a) in paragraph (a) delete "(DOCEP)" and insert:
29

30                      of the department
31


                                                                              page 165
     Co-operatives Amendment Bill 2015



     s. 157



1                (b)    in paragraph (b) delete "(DOCEP)." and insert:
2

3                       of the department.
4


5    157.       Section 412 amended
6       (1)     Delete section 412(4) and insert:
7

8               (4)    The magistrate may issue the warrant only if satisfied
9                      there are reasonable grounds --
10                       (a) for suspecting the affairs or activities of a
11                             co-operative are being managed or conducted at
12                             the place; or
13                       (b) for suspecting there are relevant documents at
14                             the place; or
15                       (c) for suspecting --
16                                (i) there is a particular thing or activity that
17                                     may provide evidence of an offence
18                                     against this Act; and
19                               (ii) that thing or activity is at the place, or
20                                     may be at the place, within the next
21                                     7 days.
22

23      (2)     In section 412(5)(b) delete "the offence" and insert:
24

25              the suspected offence (if any)
26


27   158.       Section 415 amended
28              In section 415(3) delete the Penalty and insert:
29

30                     Penalty for this subsection: a fine of $2 000.
31


     page 166
                                          Co-operatives Amendment Bill 2015



                                                                          s. 159



1    159.   Section 419 amended
2           In section 419(5) delete the Penalty and insert:
3

4                 Penalty for this subsection: a fine of $2 000.
5


6    160.   Section 420 amended
7           In section 420(1) delete the Penalty and insert:
8

9                 Penalty for this subsection: a fine of $12 000, or
10                   imprisonment for one year, or both.
11


12   161.   Section 421 amended
13          In section 421(2) delete the Penalty and insert:
14

15                Penalty for this subsection: a fine of $12 000, or
16                   imprisonment for one year, or both.
17


18   162.   Section 422 amended
19          In section 422(1) delete the Penalty and insert:
20

21                Penalty for this subsection: a fine of $12 000, or
22                   imprisonment for one year, or both.
23


24   163.   Section 423 amended
25          In section 423(2) delete the Penalty and insert:
26

27                Penalty for this subsection: a fine of $12 000, or
28                   imprisonment for one year, or both.
29




                                                                       page 167
     Co-operatives Amendment Bill 2015



     s. 164



1    164.       Section 427 amended
2       (1)     In section 427(1):
3                 (a) delete "(DOCEP)" (1st occurrence) and insert:
4

5                           of the department
6

7                    (b)    delete "(DOCEP)" (2nd occurrence).
8       (2)     In section 427(2) delete "(DOCEP)" and insert:
9

10              of the department
11

12   165.       Section 431 amended
13              In section 431(1) delete the Penalty and insert:
14

15                         Penalty for this subsection: a fine of $24 000, or
16                            imprisonment for 2 years, or both.
17


18   166.       Section 432 amended
19              In section 432 delete the Penalty and insert:
20

21                         Penalty: a fine of $12 000, or imprisonment for one
22                            year, or both.
23


24   167.       Section 438 replaced
25              Delete section 438 and insert:
26

27            438.         Falsification of books
28              (1)        An officer, former officer, employee, former employee,
29                         member or former member of a co-operative who

     page 168
                                   Co-operatives Amendment Bill 2015



                                                                   s. 167



1          engages in conduct that results in the concealment,
2          destruction, mutilation or falsification of --
3            (a) any securities of or belonging to the
4                  co-operative; or
5            (b) any books affecting or relating to the affairs of
6                  the co-operative; or
7            (c) any record required to be sent, kept or delivered
8                  under this Act,
9          is guilty of an offence.
10         Penalty for this subsection: a fine of $10 000, or
11             imprisonment for 2 years, or both.
12   (2)   Where matter that is used or intended to be used in
13         connection with the keeping of any books affecting or
14         relating to affairs of a co-operative is recorded or
15         stored in an illegible form by means of a mechanical
16         device, an electronic device or any other device, a
17         person who --
18           (a) records or stores by means of that device matter
19                 that the person knows to be false or misleading
20                 in a material particular; or
21           (b) engages in conduct that results in the
22                 destruction, removal or falsification of matter
23                 that is recorded or stored by means of that
24                 device, or has been prepared for the purpose of
25                 being recorded or stored, or for use in
26                 compiling or recovering other matter to be
27                 recorded or stored by means of that device; or
28           (c) having a duty to record or store matter by
29                 means of that device, fails to record or store
30                 matter by means of that device --
31                    (i) with intent to falsify any entry made or
32                          intended to be compiled, wholly or in



                                                                page 169
     Co-operatives Amendment Bill 2015



     s. 168



1                                     part, from matter so recorded or stored;
2                                     or
3                              (ii)   knowing that the failure so to record or
4                                     store the matter will render false or
5                                     misleading in a material particular other
6                                     matter so recorded or stored,
7                     is guilty of an offence.
8                     Penalty for this subsection: a fine of $10 000, or
9                         imprisonment for 2 years, or both.
10              (3)   It is a defence to a charge arising under subsection (1)
11                    or (2)(b) if the defendant proves that the defendant
12                    acted honestly and that in all the circumstances the act
13                    or omission constituting the offence should be excused.
14


15   168.       Section 449 amended
16              In section 449(1) delete "co-operative by this Act, or" and
17              insert:
18

19              co-operative or a participating co-operative by this Act or by a
20              co-operative by
21


22   169.       Section 452 amended
23              In section 452(1) delete the definition of department.

24   170.       Section 454 amended
25              Delete section 454(1) and insert:
26

27              (1)   The Registrar is to keep a register of co-operatives, in
28                    addition to the Register of Co-operatives Charges
29                    established under Schedule 3 clause 18.
30



     page 170
                                              Co-operatives Amendment Bill 2015



                                                                               s. 171



1    171.      Part 16 Division 4 deleted
2              Delete Part 16 Division 4.

3    172.      Part 17 heading replaced
4              Delete the heading to Part 17 and insert:
5

6             Part 17 -- Legal proceedings and other matters
7               Division 1 -- Offences, enforcement and remedies
8

9    173.      Section 474 deleted
10             Delete section 474.

11   174.      Section 476 amended
12      (1)    In section 476(4):
13               (a) delete paragraph (b) and insert:
14

15                      (b)   for the purposes of any proceedings under this
16                            Act or a corresponding co-operatives law or of
17                            an inquiry authorised by legislation of this State
18                            or of another jurisdiction; or
19

20               (b)    after paragraph (c) insert:
21

22                     (da)   under a requirement imposed under legislation
23                            of this State or of another jurisdiction; or
24

25      (2)    In section 476(5):
26               (a) after paragraph (a) insert:
27

28                     (ba)   the Registrar or a participating Registrar; or
29



                                                                          page 171
     Co-operatives Amendment Bill 2015



     s. 175



1                 (b)    in paragraph (g) delete "State, or of a Territory,
2                        administers a law of the State or Territory" and insert:
3

4                        jurisdiction, administers a law of the jurisdiction
5


6    175.       Section 478 amended
7               Delete section 478(5) and insert:
8

9               (5)     The maximum penalty for the further offence is the
10                      penalty worked out by multiplying $50 by the number
11                      of days in the further offence period.
12


13   176.       Section 480A inserted
14              After section 479 insert:
15


16            480A.     Order against person concerned with co-operative
17              (1)     In this section --
18                      eligible applicant, in relation to a co-operative,
19                      means --
20                        (a) the Registrar; or
21                        (b) a liquidator or provisional liquidator of the
22                               co-operative; or
23                        (c) an administrator of the co-operative; or
24                        (d) an administrator of a deed executed by the
25                               co-operative under the Corporations Act as
26                               applying under section 323; or
27                        (e) a person authorised in writing by the Registrar
28                               to make an application under this section in
29                               relation to the co-operative.



     page 172
                                   Co-operatives Amendment Bill 2015



                                                                   s. 176



1    (2)   Subject to subsection (3), where, on application by an
2          eligible applicant, the Supreme Court is satisfied
3          that --
4            (a) a person is guilty of fraud, negligence, default,
5                  breach of trust or breach of duty in relation to a
6                  co-operative; and
7            (b) the co-operative has suffered, or is likely to
8                  suffer, loss or damage as a result of the fraud,
9                  negligence, default, breach of trust or breach of
10                 duty,
11         the court may make such order or orders as it thinks
12         appropriate against or in relation to the person
13         (including either or both of the orders specified in
14         subsection (4)) and may so make an order against or in
15         relation to a person even though the person may have
16         committed an offence in respect of the matter to which
17         the order relates.
18   (3)   The Supreme Court must not make an order against a
19         person under subsection (2) unless the court has given
20         the person the opportunity --
21           (a) to give evidence; and
22           (b) to call witnesses to give evidence; and
23           (c) to bring other evidence in relation to the
24                 matters to which the application relates; and
25           (d) to employ, at the person's own expense, a legal
26                 practitioner to put to the person, or to any other
27                 witness, such questions as the court considers
28                 just for the purpose of enabling the person to
29                 explain or qualify any answers or evidence
30                 given by the person.




                                                               page 173
     Co-operatives Amendment Bill 2015



     s. 177



1               (4)   The orders that may be made under subsection (2)
2                     against a person include --
3                       (a) an order directing the person to pay money or
4                             transfer property to the co-operative; and
5                       (b) an order directing the person to pay to the
6                             co-operative the amount of the loss or damage.
7               (5)   Nothing in this section prevents any person from
8                     instituting any other proceedings in relation to matters
9                     in respect of which an application may be made under
10                    this section.
11


12   177.       Section 481 replaced
13              Delete section 481 and insert:
14


15            481A.   Undertakings
16              (1)   The Registrar may accept a written undertaking given
17                    by a person in connection with a matter relating to a
18                    contravention of this Act or where the Registrar has
19                    reasonable grounds to believe there may be a
20                    contravention of this Act.
21              (2)   Without limiting subsection (1), the Registrar may
22                    accept a written undertaking given by the person that
23                    the person will do either or both of the following --
24                      (a) refrain from conduct that constitutes a
25                            contravention of this Act;
26                      (b) take action to prevent or remedy a
27                            contravention of this Act.
28              (3)   The person may withdraw or vary an undertaking at
29                    any time, if the person has first obtained the consent of
30                    the Registrar.



     page 174
                                     Co-operatives Amendment Bill 2015



                                                                      s. 177



1      (4)   The consent of the Registrar is required for the
2            purposes of subsection (3) even if the undertaking
3            purports to authorise a withdrawal or variation of the
4            undertaking without that consent.
5      (5)   If the Registrar accepts an undertaking given by a
6            person, the Registrar must not proceed against the
7            person in respect of the conduct specified in the
8            undertaking, unless it appears to the Registrar that the
9            person has contravened the undertaking.
10     (6)   Subsection (5) does not apply to an application by the
11           Registrar for an order under section 481C.

12   481B.   Offence of contravention of undertaking
13           A person who contravenes an undertaking accepted by
14           the Registrar commits an offence.
15           Penalty: a fine of $6 000.

16   481C.   Enforcement order on application with consent of
17           person giving undertaking
18     (1)   The Registrar, with the consent of the person who gave
19           an undertaking, may apply, at any time, to the Supreme
20           Court for an order directing the person to comply with
21           the undertaking.
22     (2)   On an application under subsection (1), the Supreme
23           Court may by order direct the person to comply with
24           the undertaking.
25     (3)   This section does not limit section 481D.

26   481D.   Enforcement orders after contravention of
27           undertaking
28     (1)   If the Supreme Court is satisfied, on the application of
29           the Registrar, that a person has contravened an



                                                                page 175
     Co-operatives Amendment Bill 2015



     s. 177



1                     undertaking accepted by the Registrar, the court may
2                     make any or all of the following orders --
3                       (a) an order prohibiting the person from engaging
4                            in specified conduct;
5                      (b) an order directing the person to take specified
6                            action to comply with the undertaking;
7                       (c) an order directing the person to pay to the
8                            Registrar an amount up to the amount of any
9                            financial benefit that the person has obtained
10                           directly or indirectly and that is reasonably
11                           attributable to the contravention of the
12                           undertaking;
13                     (d) any order that the court considers appropriate
14                           directing the person to compensate any other
15                           person who has suffered loss, injury or damage
16                           as a result of the contravention of the
17                           undertaking;
18                      (e) any other order that the court considers
19                           appropriate.
20              (2)   The Supreme Court may make an interim order under
21                    subsection (1)(a) pending final determination of the
22                    application.
23              (3)   The Supreme Court may, on the application of the
24                    Registrar or the person in respect of whom the order
25                    was made, vary or discharge an order under
26                    subsection (1)(a).
27              (4)   An order under subsection (1)(a) may be made subject
28                    to such conditions as the Supreme Court thinks
29                    appropriate.
30              (5)   The Supreme Court must not make an order under this
31                    section (other than an interim order) unless satisfied on
32                    the balance of probabilities that proper grounds for the
33                    order have been established.


     page 176
                                     Co-operatives Amendment Bill 2015



                                                                    s. 177



1      (6)   If a co-operative or other corporation is found to have
2            contravened an undertaking, each officer of the
3            co-operative or other corporation is taken to have so
4            breached the undertaking if the officer knowingly
5            authorised or permitted the breach, and the Supreme
6            Court may make, against the officer, all or any of the
7            orders specified in subsection (1) that the court thinks
8            appropriate.

9    481E.   Copy of undertaking
10           The Registrar must give a copy of an undertaking
11           under section 481A to the person who gave the
12           undertaking.

13   481F.   Registration of undertakings
14     (1)   The Registrar must register each undertaking in the
15           register of co-operatives.
16     (2)   The register of co-operatives must include the
17           following --
18             (a) the name and address of the person who gave
19                  the undertaking;
20             (b) the date of the undertaking;
21             (c) a copy of the undertaking.
22     (3)   The Registrar may withhold information relating to an
23           undertaking from inclusion in the register of
24           co-operatives if the Registrar is satisfied that --
25             (a) the information consists of personal details of
26                  an individual not involved in a contravention or
27                  possible contravention to which the undertaking
28                  relates; or
29             (b) the information is commercial-in-confidence;
30                  or



                                                                page 177
     Co-operatives Amendment Bill 2015



     s. 177



1                       (c)   disclosure of the information would be against
2                             the public interest.
3               (4)   If information is withheld under this section from
4                     inclusion in the register of co-operatives, the register
5                     must include a statement that information has been
6                     withheld in relation to the undertaking concerned and
7                     of the grounds on which it has been withheld.
8               (5)   For the purposes of this section, information is
9                     commercial-in-confidence if --
10                      (a) its disclosure would place a person at a
11                            substantial commercial disadvantage in relation
12                            to present or potential contractual negotiations
13                            or arrangements; or
14                      (b) it is of a kind prescribed by the regulations as
15                            being commercial-in-confidence.

16            481G.   Double jeopardy
17                    If --
18                      (a)   an act or omission constitutes an offence under
19                            this Act and under a corresponding
20                            co-operatives law of a participating jurisdiction;
21                            and
22                     (b)    the offender has been punished for that offence
23                            under the corresponding co-operatives law of
24                            the participating jurisdiction,
25                    the offender is not liable to be punished for the offence
26                    under this Act.

27            481H.   Time limit for starting proceedings for offence
28              (1)   In this section --
29                    relevant day means the day on which the
30                    Co-operatives Amendment Act 2015 section 177 comes
31                    into operation.


     page 178
                                               Co-operatives Amendment Bill 2015



                                                                           s. 178



1              (2)   Proceedings for an offence under this Act that is
2                    alleged to have been committed on or after the relevant
3                    day can be instituted no later than 5 years after the
4                    alleged commission of the offence.
5              (3)   Proceedings for an offence under this Act that is
6                    alleged to have been committed before the relevant day
7                    can be instituted no later than 3 years after the alleged
8                    commission of the offence.

9           481I.    Authorisation to start proceedings for offence
10                   Proceedings for an offence under this Act may be
11                   started only by the Registrar or a person authorised in
12                   writing by the Registrar to start the proceedings.

13          481.     Proceedings for recovery of fine or penalty imposed
14                   by rules
15                   Proceedings for the recovery of any fine or penalty
16                   imposed by the rules of a co-operative may be
17                   instituted only by the co-operative.
18


19   178.      Part 17 Divisions 2 and 3 inserted
20             At the end of Part 17 insert:
21


22           Division 2 -- Civil consequences of contravening civil
23                            penalty provisions
24          482A.    Terms used
25                   In this Division --
26                   civil penalty provision means a provision referred to in
27                   section 482B;
28                   compensation order means an order under
29                   section 482E;


                                                                        page 179
     Co-operatives Amendment Bill 2015



     s. 178



1                     pecuniary penalty order means an order under
2                     section 482D.

3             482B.   Declarations of contravention
4               (1)   If the Supreme Court is satisfied that a person has
5                     contravened one of the following provisions, it must
6                     make a declaration of contravention --
7                       (a) section 207(2);
8                       (b) section 208(1);
9                       (c) section 208(2);
10                      (d) section 209(1);
11                      (e) section 209(2);
12                       (f) section 210(1);
13                      (g) section 210(3);
14                      (h) section 244ZZO(1);
15                       (i) without limiting paragraph (h) --
16                                (i) section 244W(2);
17                               (ii) the Corporations Act section 318 as
18                                    applying under section 244ZA of this
19                                    Act;
20                       (j) any of the following provisions of the
21                             Corporations Act relating to debentures as
22                             applying under section 250 of this Act --
23                                (i) section 674(2);
24                               (ii) section 674(2A);
25                              (iii) section 675(2);
26                              (iv) section 675(2A);
27                               (v) section 1041A;
28                              (vi) section 1041B(1);
29                             (vii) section 1041C(1);
30                            (viii) section 1041D;

     page 180
                                     Co-operatives Amendment Bill 2015



                                                                   s. 178



1                    (ix) section 1043A(1);
2                     (x) section 1043A(2);
3             (k)   the Corporations Act section 588G(2) as
4                   applying under section 337 of this Act.
5      (2)   A declaration of contravention must specify the
6            following --
7              (a) the court that made the declaration;
8              (b) the civil penalty provision that was
9                   contravened;
10             (c) the person who contravened the provision;
11             (d) the conduct that constituted the contravention.

12   482C.   Declaration of contravention is conclusive evidence
13           A declaration of contravention is conclusive evidence
14           of the matters referred to in section 482B(2).

15   482D.   Pecuniary penalty orders
16     (1)   The Supreme Court may order a person to pay a
17           pecuniary penalty of up to $200 000 if --
18             (a) a declaration of contravention by the person has
19                  been made under section 482B; and
20            (b) the contravention --
21                     (i) materially prejudices the interests of the
22                         co-operative or its members; or
23                    (ii) materially prejudices the co-operative's
24                         ability to pay its creditors; or
25                   (iii) is serious.
26     (2)   The penalty is a civil debt payable to the Registrar on
27           behalf of the State.




                                                                page 181
     Co-operatives Amendment Bill 2015



     s. 178



1               (3)   The Registrar and the State may enforce the order as if
2                     it were an order made in civil proceedings against the
3                     person to recover a debt due from the person.
4               (4)   The debt arising from the order is taken to be a
5                     judgment debt.

6             482E.   Compensation orders
7               (1)   The Supreme Court may order a person to compensate
8                     a co-operative for damage suffered by the co-operative
9                     if --
10                       (a) the person has contravened a civil penalty
11                           provision in relation to the co-operative; and
12                      (b) the damage resulted from the contravention.
13              (2)   The order must specify the amount of the
14                    compensation.
15              (3)   A compensation order may be made under this
16                    section --
17                      (a) whether or not a declaration of contravention
18                            has been made under section 482B; and
19                      (b) whether or not the person has been convicted of
20                            an offence for contravening the civil penalty
21                            provision.
22              (4)   In determining the damage suffered by the co-operative
23                    for the purposes of making a compensation order,
24                    profits made by any person resulting from the
25                    contravention are to be included.
26              (5)   A compensation order may be enforced as if it were a
27                    judgment of the Supreme Court.




     page 182
                                     Co-operatives Amendment Bill 2015



                                                                    s. 178



1    482F.   Who may apply for a declaration or order
2      (1)   The Registrar may apply for a declaration of
3            contravention, a pecuniary penalty order or a
4            compensation order.
5      (2)   The co-operative may apply for a compensation order.
6      (3)   The co-operative may intervene in an application for a
7            declaration of contravention or a pecuniary penalty
8            order in relation to the co-operative.
9      (4)   If a co-operative intervenes under subsection (3), the
10           co-operative is entitled to be heard on all matters other
11           than whether the declaration or order should be made.
12     (5)   No person may apply for a declaration of
13           contravention, a pecuniary penalty order or a
14           compensation order unless permitted by this section.
15     (6)   An application for a compensation order may be made
16           whether or not a declaration of contravention has been
17           made under section 482B.

18   482G.   Time limit for application for a declaration or order
19           Proceedings for a declaration of contravention, a
20           pecuniary penalty order, or a compensation order, may
21           be started no later than 6 years after the contravention.

22   482H.   Civil evidence and procedural rules for declarations
23           and civil penalty orders
24           The Supreme Court must apply the rules of evidence
25           and procedure for civil matters when hearing
26           proceedings for --
27             (a) a declaration of contravention; or
28             (b) a pecuniary penalty order.




                                                                page 183
     Co-operatives Amendment Bill 2015



     s. 178



1             482I.    Civil proceedings after criminal proceedings
2                      The Supreme Court must not make a declaration of
3                      contravention or a pecuniary penalty order against a
4                      person for a contravention if the person has been
5                      convicted of an offence constituted by conduct that is
6                      substantially the same as the conduct constituting the
7                      contravention.

8             482J.    Criminal proceedings during civil proceedings
9                (1)   Proceedings for a declaration of contravention or
10                     pecuniary penalty order against a person are stayed
11                     if --
12                        (a) criminal proceedings are started or have already
13                            been started against the person for an offence;
14                            and
15                       (b) the offence is constituted by conduct that is
16                            substantially the same as the conduct alleged to
17                            constitute the contravention.
18               (2)   The proceedings for the declaration or order may be
19                     resumed if the person is not convicted of the offence.
20               (3)   If the person is convicted of the offence, the
21                     proceedings for the declaration or order are dismissed.

22            482K.    Criminal proceedings after civil proceedings
23                     Criminal proceedings may be started against a person
24                     for conduct that is substantially the same as conduct
25                     constituting a contravention of a civil penalty provision
26                     regardless of whether --
27                       (a) a declaration of contravention has been made
28                             against the person; or
29                       (b) a pecuniary penalty order has been made
30                             against the person; or



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1              (c)   a compensation order has been made against
2                    the person; or
3              (d)   the person has been disqualified from managing
4                    co-operatives under Part 9 Division 2A.

5    482L.    Evidence given in proceedings for penalty not
6             admissible in criminal proceedings
7       (1)   Evidence of information given or evidence of
8             production of documents by an individual is not
9             admissible in criminal proceedings against the
10            individual if --
11              (a) the individual previously gave the evidence or
12                   produced the documents in proceedings for a
13                   pecuniary penalty order against the individual
14                   for a contravention of a civil penalty provision
15                   (whether or not the order was made); and
16              (b) the conduct alleged to constitute the offence is
17                   substantially the same as the conduct that was
18                   claimed to constitute the contravention.
19      (2)   Subsection (1) does not apply to a criminal proceeding
20            in respect of the falsity of the evidence given by the
21            individual in the proceedings for the pecuniary penalty
22            order.

23   482M. Relief from liability for contravention of civil
24         penalty provision
25      (1)   In this section --
26            eligible proceedings --
27              (a) means proceedings for a contravention of a
28                     civil penalty provision, including --
29                       (i) proceedings under section 482E; and




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1                              (ii)   proceedings under the Corporations Act
2                                     section 588M or 588W as applying
3                                     under section 337 of this Act;
4                             and
5                      (b)    does not include proceedings for an offence,
6                             except so far as the proceedings relate to the
7                             question of whether the Supreme Court should
8                             make an order under --
9                               (i) section 482E; or
10                             (ii)   the Corporations Act section 588K as
11                                    applying under section 337 of this Act.
12              (2)   If --
13                      (a)   eligible proceedings are brought against a
14                            person; and
15                     (b)    in the proceedings it appears to the Supreme
16                            Court that the person has, or may have,
17                            contravened a civil penalty provision but
18                            that --
19                              (i) the person has acted honestly; and
20                             (ii)   having regard to all the circumstances of
21                                    the case (including, where applicable,
22                                    those connected with the person's
23                                    appointment as an officer, or
24                                    employment as an employee, of a
25                                    co-operative), the person ought fairly to
26                                    be excused for the contravention,
27                    the Supreme Court may relieve the person either
28                    wholly or partly from a liability to which the person
29                    would otherwise be subject, or that might otherwise be
30                    imposed on the person, because of the contravention.
31              (3)   In determining under subsection (2) whether a person
32                    ought fairly to be excused for a contravention of the


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                                                                       s. 178



1            Corporations Act section 588G as applying under
2            section 337 of this Act, the matters to which regard is
3            to be had include, but are not limited to --
4              (a) any action the person took with a view to
5                    appointing an administrator of the co-operative;
6                    and
7             (b)    when that action was taken; and
8              (c)   the results of that action.
9      (4)   If a person thinks that eligible proceedings will or may
10           be begun against them, they may apply to the Supreme
11           Court for relief.
12     (5)   On an application under subsection (4), the court may
13           grant relief under subsection (2) as if the eligible
14           proceedings had been begun in the court.
15     (6)   For the purposes of subsection (2) as applying for the
16           purposes of a case tried by a judge with a jury --
17             (a)   a reference in that subsection to the Supreme
18                   Court is a reference to the judge; and
19            (b)    the relief that may be granted includes
20                   withdrawing the case in whole or in part from
21                   the jury and directing judgment to be entered
22                   for the defendant on such terms as to costs as
23                   the judge thinks appropriate.
24     (7)   Nothing in this section limits, or is limited by,
25           section 482N.

26                   Division 3 -- Miscellaneous
27   482N.   Power to grant relief
28     (1)   If, in any civil proceeding against a person to whom
29           this section applies for negligence, default, breach of



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     s. 178



1                     trust or breach of duty in a capacity as such a person, it
2                     appears to the Supreme Court --
3                       (a) that the person is or may be liable in respect of
4                              the negligence, default or breach but that the
5                              person has acted honestly; and
6                       (b) that, having regard to all the circumstances of
7                              the case, including those connected with the
8                              person's appointment, the person ought fairly to
9                              be excused for the negligence, default or
10                             breach,
11                    the Supreme Court may relieve the person either
12                    wholly or partly from liability on such terms as the
13                    court thinks fit.
14              (2)   Where a person to whom this section applies has
15                    reason to apprehend that any claim will or might be
16                    made against the person in respect of any negligence,
17                    default, breach of trust or breach of duty in a capacity
18                    as such a person --
19                      (a) the person may apply to the Supreme Court for
20                            relief; and
21                      (b) the Supreme Court has the same power to
22                            relieve the person as it would have had under
23                            subsection (1) if it had been a court before
24                            which proceedings against the person for
25                            negligence, default, breach of trust or breach of
26                            duty had been brought.
27              (3)   Where a case to which subsection (1) applies is being
28                    tried by a judge with a jury, the judge after hearing the
29                    evidence may --
30                       (a) if he or she is satisfied that the defendant ought
31                            pursuant to that subsection to be relieved either
32                            wholly or partly from the liability sought to be
33                            enforced against the person, withdraw the case
34                            in whole or in part from the jury; and

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1             (b)    forthwith direct judgment to be entered for the
2                    defendant on such terms as to costs or
3                    otherwise as the judge thinks proper.
4      (4)   This section applies to a person who is --
5             (a) an officer or employee of a co-operative; or
6             (b) an auditor of a co-operative, whether or not the
7                   person is an officer or employee of the
8                   co-operative; or
9             (c) an expert in relation to a matter --
10                     (i) relating to a co-operative; and
11                    (ii) in relation to which the civil proceeding
12                          has been taken or the claim will or
13                          might arise;
14                  or
15            (d) a receiver, receiver and manager, liquidator or
16                  other person appointed or directed by the
17                  Supreme Court to carry out any duty under this
18                  Act in relation to a co-operative.

19   482O.   Irregularities
20     (1)   In this section, unless the contrary intention appears --
21             (a) a reference to a proceeding under this Act is a
22                    reference to any proceeding whether a legal
23                    proceeding or not; and
24             (b) a reference to a procedural irregularity includes
25                    a reference to --
26                      (i) the absence of a quorum at a meeting of
27                            a co-operative, at a meeting of directors
28                            or creditors of a co-operative, or at a
29                            joint meeting of creditors and members
30                            of a co-operative; and
31                     (ii) a defect, irregularity or deficiency of
32                            notice or time.

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1               (2)   A proceeding under this Act is not invalidated because
2                     of any procedural irregularity unless the Supreme
3                     Court is of the opinion that the irregularity has caused
4                     or may cause substantial injustice that cannot be
5                     remedied by any order of the court and by order
6                     declares the proceeding to be invalid.
7               (3)   A meeting held for the purposes of this Act, or a
8                     meeting notice of which is required to be given in
9                     accordance with the provisions of this Act, or any
10                    proceeding at such a meeting, is not invalidated only
11                    because of the accidental omission to give notice of the
12                    meeting or the non-receipt by any person of notice of
13                    the meeting, unless the Supreme Court, on the
14                    application of the person concerned, a person entitled
15                    to attend the meeting or the Registrar, declares
16                    proceedings at the meeting to be void.
17              (4)   A meeting held for the purposes of this Act, or a
18                    meeting notice of which is required to be given in
19                    accordance with the provisions of this Act, or any
20                    proceeding at such a meeting, is not invalidated only
21                    because of the inability of a person to access the notice
22                    of meeting, unless the Supreme Court, on the
23                    application of the person concerned, a person entitled
24                    to attend the meeting or the Registrar, declares
25                    proceedings at the meeting to be void.
26              (5)   If a member does not have a reasonable opportunity to
27                    participate in a meeting of members, or part of a
28                    meeting of members, held at 2 or more venues, the
29                    meeting will only be invalid on that ground if --
30                      (a) the Supreme Court is of the opinion that --
31                              (i) a substantial injustice has been caused
32                                    or may be caused; and
33                             (ii) the injustice cannot be remedied by any
34                                    order of the Supreme Court;
35                            and

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                                                                   s. 178



1           (b)   the Supreme Court declares the meeting or
2                 proceeding (or that part of it) invalid.
3    (6)   Subject to the following provisions of this section but
4          without limiting the generality of any other provision
5          of this Act, the Supreme Court may, on application by
6          any interested person, make all or any of the following
7          orders, either unconditionally or subject to such
8          conditions as the court imposes --
9            (a) an order declaring that any act, matter or thing
10                 purporting to have been done, or any
11                 proceeding purporting to have been instituted
12                 or taken, under this Act or in relation to a
13                 co-operative is not invalid by reason of any
14                 contravention of a provision of this Act or a
15                 provision of the constitution of a co-operative;
16           (b) an order directing the rectification of any
17                 register kept by the Registrar under this Act;
18           (c) an order relieving a person in whole or in part
19                 from any civil liability in respect of a
20                 contravention of a kind referred to in
21                 paragraph (a);
22           (d) an order extending the period for doing any act,
23                 matter or thing or instituting or taking any
24                 proceeding under this Act or in relation to a
25                 co-operative (including an order extending a
26                 period where the period concerned ended
27                 before the application for the order was made)
28                 or abridging the period for doing such an act,
29                 matter or thing or instituting or taking such a
30                 proceeding,
31         and may make such consequential or ancillary orders
32         as the court thinks fit.
33   (7)   An order may be made under subsection (6)(a) or (c)
34         notwithstanding that the contravention referred to in


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     s. 178



1                     the paragraph concerned resulted in the commission of
2                     an offence.
3               (8)   The Supreme Court must not make an order under this
4                     section unless it is satisfied --
5                       (a) in the case of an order referred to in
6                             subsection (6)(a) --
7                                (i) that the act, matter or thing, or the
8                                     proceeding, referred to in that paragraph
9                                     is essentially of a procedural nature; or
10                              (ii) that the person or persons concerned in
11                                    or party to the contravention acted
12                                    honestly; or
13                             (iii) that it is just and equitable that the order
14                                    be made;
15                            and
16                      (b) in the case of an order referred to in
17                            subsection (6)(c) -- that the person subject to
18                            the civil liability concerned acted honestly; and
19                      (c) in every case -- that no substantial injustice has
20                            been or is likely to be caused to any person.

21            482P.   Civil proceedings not to be stayed
22                    No civil proceedings under this Act are to be stayed
23                    merely because the proceeding discloses, or arises out
24                    of, the commission of an offence.

25            482Q.   Standard of proof
26                    Where, in proceedings other than proceedings for an
27                    offence, it is necessary to establish, or for the court to
28                    be satisfied, for any purpose relating to a matter arising
29                    under this Act, that --
30                      (a) a person has contravened a provision of this
31                            Act; or


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                                                                               s. 179



1                    (b)    default has been made in complying with a
2                           provision of this Act; or
3                     (c)   an act or omission was unlawful by virtue of a
4                           provision of this Act; or
5                    (d)    a person has been in any way, by act or
6                           omission, directly or indirectly, knowingly
7                           concerned in or party to a contravention of, or a
8                           default in complying with, a provision of this
9                           Act,
10                  it is sufficient if the matter referred to in paragraph (a),
11                  (b), (c) or (d) is established, or the court is so satisfied,
12                  as the case may be, on the balance of probabilities.
13


14   179.     Section 482 amended
15            In section 482(1) delete "section 315," and insert:
16

17            the provisions of the Corporations Act as applying under
18            section 316,
19


20   180.     Section 483 amended
21      (1)   Delete section 483(1) to (3) and insert:
22

23            (1)   A document may be served on a co-operative or a
24                  participating co-operative --
25                    (a) by posting it to the registered office of the
26                          co-operative or participating co-operative; or
27                   (b) by leaving it at the registered office of the
28                          co-operative or participating co-operative with
29                          a person who appears to have reached 16 years
30                          of age; or



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     s. 180



1                      (c)   if a liquidator or administrator of the
2                            co-operative or participating co-operative has
3                            been appointed -- by post; or
4                      (d)   if a liquidator or administrator of the
5                            co-operative or participating co-operative has
6                            been appointed by the Registrar --
7                               (i) if the liquidator or administrator (as the
8                                     case may be) is registered with ASIC --
9                                     by leaving it at the address of the office
10                                    of the liquidator or administrator (as the
11                                    case may be) in the most recent notice
12                                    of that address lodged with ASIC; or
13                             (ii) if the liquidator or administrator (as the
14                                    case may be) is not registered with
15                                    ASIC -- by leaving it at the address of
16                                    the office of the liquidator or
17                                    administrator (as the case may be) in the
18                                    most recent notice of that address
19                                    lodged with the Registrar;
20                           or
21                     (e)   if a liquidator or administrator of the
22                           co-operative or participating co-operative has
23                           been appointed by someone else -- by leaving
24                           it at the address of the office of the liquidator or
25                           administrator (as the case may be) in the most
26                           recent notice of that address lodged with ASIC.
27              (2)   For the purpose of serving a document under this
28                    section by post, it is properly addressed if it is
29                    addressed to the registered office of the co-operative or
30                    the participating co-operative.
31




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                                                                            s. 181



1       (2)   In section 483(4) delete "foreign co-operative" and insert:
2
3             participating co-operative
4

5    181.     Section 484 amended
6             After section 484(2) insert:
7

8             (3)   Subsection (2) does not apply in relation to reports
9                   provided to members under section 244V.
10


11   182.     Section 485 amended
12      (1)   Delete section 485(1) and insert:
13

14            (1)   If a reciprocal arrangement with another jurisdiction or
15                  country is in force, the Registrar --
16                    (a) may, at the request of the appropriate official of
17                           the other jurisdiction or country, give the
18                           official information or documents relating to a
19                           co-operative or a participating co-operative;
20                           and
21                    (b) may ask the appropriate official of the other
22                           jurisdiction or country to give the Registrar
23                           documents or information relating to an
24                           organisation that, under the arrangement, is an
25                           organisation corresponding to a co-operative or
26                           a participating co-operative.
27

28      (2)   In section 485(2):
29              (a) delete "State or a Territory" and insert:
30

31                   jurisdiction or country
32


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     Co-operatives Amendment Bill 2015



     s. 183



1                    (b)    delete "State or the Territory" and insert:
2

3                           jurisdiction or country
4


5    183.       Section 487 replaced
6               Delete section 487 and insert:
7


8             487.         Disclosure statements
9                          A disclosure statement under this Act may only include
10                         a statement by a person, or a statement said in the
11                         disclosure statement to be based on a statement by a
12                         person, if --
13                           (a) the person has consented to the statement being
14                                 included in the disclosure statement in the form
15                                 and context in which it is included; and
16                           (b) the disclosure statement states that the person
17                                 has given this consent; and
18                           (c) the person has not withdrawn this consent
19                                 before the disclosure statement is approved by,
20                                 or registered with, the Registrar.
21


22   184.       Section 489A inserted
23              After section 488 insert:
24


25            489A.        Approvals to be in writing
26                         Unless otherwise provided, an approval by the
27                         Registrar under this Act is to be given in writing.
28




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                                            Co-operatives Amendment Bill 2015



                                                                              s. 185



1    185.   Schedule 3 clause 1 amended
2           In Schedule 3 clause 1 in the definition of co-operative delete
3           "registered under Part 14;" and insert:
4

5           authorised to carry on business in this State under Part 14 before the
6           commencement of the Co-operatives Amendment Act 2015
7           section 130;
8


9    186.   Schedule 3 clause 32 amended
10          In Schedule 3 clause 32 in the definition of officer delete "of a
11          foreign co-operative," and insert:
12

13          of a foreign co-operative authorised to carry on business in this State
14          under Part 14 before the commencement of the Co-operatives
15          Amendment Act 2015 section 130,
16


17   187.   Schedule 3 clause 39 amended
18          In Schedule 3 clause 39(1) and (2) delete "Penalty:" and insert:
19

20          Penalty for this subclause:
21


22   188.   Schedule 3 clause 41 amended
23          In Schedule 3 clause 41(7) delete "Penalty:" and insert:
24

25          Penalty for this subclause:
26




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     s. 189



1    189.       Schedule 4 clause 1 amended
2       (1)     In Schedule 4 clause 1 delete the definition of property and
3               insert:
4

5                       property, of a co-operative, means --
6                         (a) in the case of a co-operative to which section 372
7                               applies -- property within Australia or an external
8                               Territory; or
9                         (b) otherwise -- property within or outside Australia;
10

11      (2)     In Schedule 4 clause 1 in the definition of co-operative delete
12              "foreign co-operative registered under Part 14;" and insert:
13

14              participating co-operative;
15

16      (3)     In Schedule 4 clause 1 in the definition of officer:
17                (a) delete "foreign co-operative," and insert:
18

19                       participating co-operative,
20

21                (b)    delete "foreign co-operative;" and insert:
22

23                       participating co-operative;
24


25   190.       Schedule 4 clause 20 amended
26              In Schedule 4 clause 20 in the definition of reporting officer
27              delete paragraphs (a) and (b) and insert:
28

29                        (a)   in the case of a co-operative -- a director or
30                              secretary of the co-operative; or




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                                                                               s. 191



1                     (b)   in the case of a participating co-operative -- a local
2                           agent of the participating co-operative.
3


4    191.   Schedule 4 clause 22 amended
5           In Schedule 4 clause 22 delete "records" and insert:
6

7           books
8

9           Note: The heading to amended Schedule 4 clause 22 is to read:

10                  Controller may inspect books

11   192.   Schedule 4 clause 23 amended
12          In Schedule 4 clause 23(5) delete "records" and insert:
13

14          books
15


16   193.   Schedule 5 deleted
17          Delete Schedule 5.

18   194.   Schedule 6 amended
19          Delete the reference after the heading to Schedule 6 and insert:
20

21          [s. 316 and 387]
22




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     Co-operatives Amendment Bill 2015



     s. 195



1    195.       Schedule 6 Division 1 inserted
2               At the beginning of Schedule 6 insert:
3


4             Division 1 -- Modifications to Corporations Act provisions
5                           applying under section 316

6             1A.    Modifications to winding-up and deregistration
7                    provisions: co-operatives
8                    The Corporations Act Parts 5.4, 5.4A, 5.4B, 5.5, 5.6 and
9                    5A.1 apply with the following modifications --
10                      (a)   section 461(h) is to be read as if the words "ASIC
11                            has stated in a report prepared under Division 1 of
12                            Part 3 of the ASIC Act that, in its opinion:" were
13                            deleted and the words "the Registrar has, because of
14                            an inquiry held under the Co-operatives Act 2009
15                            (Western Australia) Part 15 Division 2 or 4, stated
16                            that:" were inserted;
17                     (b)    section 462(2)(h) does not apply;
18                      (c)   a reference in section 464 to an investigation under
19                            the ASIC Act Part 3 Division 1 is to be read as a
20                            reference to an investigation or inquiry under this
21                            Act;
22                     (d)    section 470(3) is to be read as if the words "order,
23                            and subsection 1274(2) applies in relation to the
24                            document containing those particulars and to the
25                            office copy as if they were documents lodged with
26                            ASIC." were deleted and the word "order." were
27                            inserted;
28                      (e)   section 495 is to be read as being subject to
29                            section 317 of this Act;
30                      (f)   section 513B is to be read as if the following
31                            paragraph were inserted after paragraph (d) --
32                            (da)   if, when the resolution was passed, a
33                                   winding-up of the co-operative on the
34                                   certificate of the Registrar was already in


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                                                                s. 195



1                   progress -- on the date that certificate was
2                   given; or
3    (g)    section 516 is to be read as if "together with any
4           charges payable by the member to the co-operative
5           in accordance with the rules" were inserted after
6           "past member";
7    (h)    section 521 is to be read as being subject to
8           section 322 of this Act;
9     (i)   section 542(3) is to be read as if --
10            (i)   in paragraph (c) the word "direct." were
11                  deleted and the words "direct; and"
12                  inserted; and
13           (ii)   the following paragraph were inserted after
14                  paragraph (c) --
15                   (d)    for a winding-up on a certificate of
16                          the Registrar under the
17                          Co-operatives Act 2009 (Western
18                          Australia) section 314 -- with the
19                          consent of the Registrar.
20    (j)   a reference in section 544 to dealing with money
21          under Part 9.7 is to be read as a reference to dealing
22          with money under the Corporations Act Part 9.7 as
23          applying under section 359 of this Act;
24   (k)    a reference in section 565, 566 or 567 to
25          23 June 1993 is to be read as a reference to
26          1 September 2010;
27    (l)   section 580 is to be read as if the definition of
28          external administration matter were deleted and the
29          following definition inserted --
30          external administration matter means a matter
31          relating to a winding-up of a co-operative under the
32          Co-operatives Act 2009 (Western Australia) Part 12
33          Division 3 of or a participating co-operative under
34          Part 14 Division 4 of that Act.
35   (m)    a reference in those Parts to a registered liquidator
36          is to be read as including a reference to a person


                                                            page 201
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     s. 196



1                             approved or appointed by the Registrar as a
2                             liquidator of a co-operative;
3                      (n)    a reference in those Parts to any provision of
4                             Part 2F.1 is to be read as a reference to the
5                             appropriate provision of Part 4 Division 5 of this
6                             Act;
7                      (o)    those Parts are to be read subject to sections 67
8                             and 322 of this Act for the purposes of determining
9                             the liability of members and former members to
10                            contribute on a winding-up of a co-operative;
11                     (p)    a reference in section 601AA or 601AB to ASIC
12                            database is to be read as a reference to the register
13                            of co-operatives kept under section 454 of this Act;
14                     (q)    section 601AB(1A) does not apply;
15                      (r)   a reference in section 601AC(1)(a) to
16                            section 413(1)(d) is to be read as a reference to
17                            section 352(3)(d) of this Act;
18                      (s)   a reference in section 601AE to crediting an amount
19                            to a special account (within the meaning of the
20                            Public Governance, Performance and
21                            Accountability Act 2013 (Commonwealth)) is to be
22                            read as a reference to crediting an amount to a
23                            special purpose account (as defined in the Financial
24                            Management Act 2006 section 3);
25                      (t)   any other modifications, within the meaning of the
26                            Corporations (Ancillary Provisions) Act 2001
27                            Part 3, that are prescribed by the regulations.
28


29   196.       Schedule 6 Division 2 heading inserted
30              Before Schedule 6 clause 1 insert:
31


32            Division 2 -- Modifications to Corporations Act provisions
33                          applying under section 387
34




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                                              Co-operatives Amendment Bill 2015



                                                                               s. 197



1    197.   Schedule 6 clause 1 amended
2           In Schedule 6 clause 1:
3             (a) delete paragraph (a);
4             (b) in paragraph (e) delete "foreign co-operative," and insert:
5

6                     participating co-operative,
7

8             (c)     in paragraph (h) delete "523 and 524" and insert:
9

10                    523, 524 and 544
11

12            (d)     after paragraph (k) insert:
13

14                    (la)   a reference in section 565, 566 or 567 to
15                           23 June 1993 is to be read as a reference to
16                           1 September 2010;
17                   (lb)    section 580 is to be read as if the definition of
18                           external administration matter were deleted and the
19                           following definition inserted --
20                           external administration matter means a matter
21                           relating to a winding-up of a co-operative under the
22                           Co-operatives Act 2009 (Western Australia) Part 12
23                           Division 3 of or a participating co-operative under
24                           Part 14 Division 4 of that Act.
25

26            (e)     in paragraph (m) delete "76 and 331" and insert:
27

28                    67 and 322
29

30          Note: The heading to amended Schedule 6 clause 1 is to read:

31                  Modifications to winding-up provisions: participating
32                  co-operatives




                                                                            page 203
     Co-operatives Amendment Bill 2015



     s. 198



1    198.       Various references to "co-operative capital unit" amended
2               In the provisions listed in the Table:
3                 (a) delete "co-operative capital unit" and insert:
4

5                            CCU
6

7                    (b)     delete "co-operative capital units" and insert:
8

9                            CCUs
10

11                                               Table
                       s. 9(2)(h) and (3)            s. 39(2)(b)

                       s. 73(2)(c)                   s. 127(2)(b)

                       s. 128(1)(b), (2) and         s. 129(1) and (2)
                       (4)

                       s. 134(1)(b)                  s. 144(4)(e)

                       s. 164(1)(b), (3), (4)        s. 352(3)(b)
                       and (5)
12

13              Notes:

14              1.         The heading to amended section 128 is to read:

15                         Interest on deposits, debentures and CCUs

16              2.         The heading to amended section 129 is to read:

17                         Repayment of deposits and redemption of debentures and CCUs

18              3.         The heading to amended section 164 is to read:

19                         Deposit, debentures or CCUs instead of payment when share
20                         repurchased




     page 204
                                                  Co-operatives Amendment Bill 2015



                                                                                   s. 199



1    199.   Various references to "foreign co-operative" amended
2           In the provisions listed in the Table:
3             (a) delete "foreign co-operative" (each occurrence) and
4                   insert:
5

6                        participating co-operative
7

8                (b)     delete "foreign co-operatives" and insert:
9

10                       participating co-operatives
11

12                                           Table
                   s. 352(1) def. of             s. 362(1)
                   co-operative

                   s. 369                        s. 375

                   Heading to Part 14            s. 385(1) and (2)
                   Division 4

                   s. 397(1) and (2)

13          Note:

14          1.         The heading to amended section 369 is to read:

15                     Operation of participating co-operatives in this State

16          2.         The heading to amended section 375 is to read:

17                     Name of participating co-operative




                                                                                page 205
    Co-operatives Amendment Bill 2015



    s. 200



1   200.       Various penalties amended
2              In the provisions listed in the Table delete "Penalty:" and insert:
3

4              Penalty for this subsection:
5

6                                       Table
                   s. 33(2)                   s. 65(1)

                   s. 66(2)                   s. 100(1) and (2)

                   s. 181(3)                  s. 216(3)

                   s. 217(3)                  s. 230(1)

                   s. 232(6) and (7)          s. 236

                   s. 237(2)                  s. 238(5) and (7)

                   s. 242(1)                  s. 243(1), (2) and (3)

                   s. 273(2) and (3)          s. 275(1) and (2)

                   s. 276(1), (2) and (3)     s. 304(8)

                   s. 345(1)                  s. 346(2)

                   s. 351(1)                  s. 402(3)

                   s. 425(4)                  s. 430(3)

                   s. 433(4)                  s. 439(1) and (2)
7




    page 206
            Co-operatives Amendment Bill 2015



                                         s. 200



s. 441(1)   s. 442(1)

s. 476(2)   s. 477(1), (2), (3) and
            (4)




 


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