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CO-OPERATIVES ACT 2009


TABLE OF PROVISIONS

           Long Title

   PART 1 -- Preliminary

           Division 1 -- Introductory  

   1.      Short title
            
   2.      Commencement
            
   3.      Objects of this Act
            
   4.      Terms used
            
   5A.     Corresponding co-operatives laws
            
   5B.     Involvement in contraventions

           Division 2 -- Qualified privilege  

   5.      Qualified privilege

           Division 3 -- The co-operative principles  

   6.      Co-operative principles
            
   7.      Interpretation to promote co-operative principles

           Division 4 -- Application of Corporations Act to co-operatives  

   8.      Terms used
            
   9.      Excluded matter
            
   10.     Applying the Corporations legislation to co-operatives
            
   11.     Modifications to applied provisions

   PART 2 -- Formation

           Division 1 -- Introductory  

   12.     Types of co-operatives
            
   13.     Distributing co-operatives
            
   14.     Non-distributing co-operatives
            
   15A.    Provisions regarding Registrar’s approvals about numbers

           Division 2 -- Formation meeting  

   15.     Formation meeting

           Division 3 -- Approval of disclosure statement and rules  

   16.      Approval of disclosure statement
            
   17.     Approval of rules

           Division 4 -- Registration of proposed co-operative  

   18.     Application for registration of proposed co-operative
            
   19.     Registration of co-operative
            
   20.     Incorporation and certificate of registration

           Division 5 -- Registration of an existing corporation  

   21.     Existing corporation can be registered
            
   22.     Formation meeting
            
   23.     Application for registration
            
   24.     Requirements for registration
            
   25.     Transitional provision
            
   26.     Certificate of registration
            
   27.     Effect of registration

           Division 6 -- Conversion of co-operative  

   28.     Conversion of co-operative

           Division 7 -- Reviews  

   29.     Appeal against refusal to approve disclosure statement
            
   30.     Appeal against refusal to approve draft rules
            
   31.      Appeal against refusal to register
            
   32.     Supreme Court’s powers on appeal

           Division 8 -- General  

   33.     Acceptance of money by proposed co-operative
            
   34.     Issue of duplicate certificate

   PART 3 -- Legal capacity and powers

           Division 1 -- General powers  

   35.     Effect of incorporation
            
   36.     Power to form companies and enter into joint ventures

           Division 2 -- Doctrine of ultra vires abolished  

   37.     Interpretation
            
   38.     Doctrine of ultra vires abolished
            
   39.     Legal capacity
            
   40.     Restrictions on co-operatives in rules

           Division 3 -- Persons having dealings with co-operatives  

   41.     Assumptions entitled to be made
            
   42.     Assumptions
            
   43.     Person who knows or ought to know is not entitled to make assumptions
            
   44.     Lodgment of documents not to constitute constructive knowledge
            
   45.     Effect of fraud

           Division 4 -- Authentication and execution of documents and confirmation of contracts  

   46.     Common seal
            
   47.     Official seal
            
   48.     Authentication need not be under seal
            
   49.     Co-operative may authorise person to execute deed
            
   50.     Execution under seal
            
   51.     Contractual formalities
            
   52.     Other requirements as to consent or sanction not affected

           Division 5 -- Pre-registration contracts  

   53.     Contracts before registration
            
   54.     Person may be released from liability but is not entitled to indemnity
            
   55.     This Division replaces other rights and liabilities

   PART 4 -- Membership

           Division 1 -- General  

   56.     Becoming a member
            
   57.     Members of co-operative group
            
   58.     Qualification for membership and transitional provision
            
   59.     Membership may be joint
            
   60.     Members under 18 years of age
            
   61.     Representatives of corporations
            
   62.     Notification of shareholders and shareholdings
            
   63.     Circumstances in which membership ceases: all co-operatives
            
   64.     Additional circumstances in which membership ceases: co-operatives with share capital
            
   65.     Carrying on business with too few members

           Division 2 -- Rights and liabilities of members  

   66.     Rights of membership not exercisable until registered etc.
            
   67.     Liability of members to co-operative
            
   68.     Co-operative to make information available to person intending to become a member
            
   69A.    False copies of documents
            
   69.     Entry fees and regular subscriptions
            
   70.     Members etc. may be required to deal with co-operative
            
   71.     Fines payable by members
            
   72.     Charge and set off of co-operative
            
   73.     Repayment of shares on resignation or expulsion

           Division 3 -- Death of member  

   74.     Terms used
            
   75.     Transfer of share or interest on death of member
            
   76.     Transfer of small shareholdings and interests on death
            
   77.     Value of shares and interests
            
   78.     Co-operative protected

           Division 4 -- Disputes involving members  

   79.     Grievance procedure
            
   80.     Application to Supreme Court

           Division 5 -- Oppressive conduct of affairs  

   81.     Interpretation
            
   82.     Application of Division
            
   83.     Who may apply for court order
            
   84.     Orders that Supreme Court may make
            
   85.     Basis on which Supreme Court makes orders
            
   86.     Winding-up need not be ordered if oppressed members prejudiced
            
   87.     Application of winding-up provisions
            
   88.     Changes to rules
            
   89.      Copy of order to be lodged with Registrar

           Division 6A -- Inspection of books  

   90A.    Order for inspection of books of co-operative
            
   90B.    Ancillary orders
            
   90C.    Disclosure of information acquired in inspection
            
   90D.    Co-operative may allow member to inspect books

           Division 6 -- Proceedings on behalf of a co-operative by members and others  

   90.     Bringing, or intervening in, proceedings on behalf of a co-operative
            
   91.     Applying for and granting leave
            
   92.     Substitution of another person for the person granted leave
            
   93.     Effect of ratification by members
            
   94.     Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
            
   95.     General powers of Supreme Court
            
   96.     Power of Supreme Court to make costs order

   PART 5 -- Rules  

   97.      Effect of rules
            
   98.      Content of rules
            
   99.      Purchase and inspection of copy of rules
            
   100.     False copies of rules
            
   101.     Model rules
            
   102.     Rules can only be altered in accordance with this Act
            
   103.    Approval of certain alterations of rules
            
   104.     Alteration by special resolution
            
   105.    Alteration by resolution of board
            
   106.    Alteration does not take effect until registered
            
   107.    Appeal against refusal to approve alteration
            
   108.    Appeal against refusal to register
            
   109.    Supreme Court’s powers on appeal

   PART 6 -- Active membership

           Division 1 -- Definitions  

   110.    Term used: active membership resolution
            
   111.    What is active membership
            
   112.    What are active membership provisions and resolutions

           Division 2 -- Rules to contain active membership provisions  

   113.    Number of primary activities required
            
   114.    Rules to contain active membership provisions
            
   115.    Factors and considerations for determining primary activities etc.
            
   116.    Active membership provisions: distributing co-operatives
            
   117.    Regular subscription: active membership of non-distributing co-operative

           Division 3 -- Active membership resolutions  

   118.    Notice of meeting
            
   119.    Eligibility of directors to vote on proposal at board meeting

           Division 4 -- Cancellation of membership of inactive or missing members  

   120.    Cancellation of membership of inactive or missing member
            
   121.    Share to be forfeited if membership cancelled
            
   122.    Failure to cancel membership -- offence by director
            
   123.    Deferral of forfeiture by board
            
   124.    Cancellation of membership prohibited in certain circumstances
            
   125.    Notice of intention to cancel membership
            
   126.    Order of Supreme Court against cancellation
            
   127.    Repayment of amounts due because of cancelled membership
            
   128.    Interest on deposits, debentures and CCUs
            
   129.    Repayment of deposits and redemption of debentures and CCUs
            
   130.    Register of cancelled memberships

           Division 5 -- Entitlements of former members of distributing co-operatives  

   131.    Application of Division
            
   132.    Former shareholders to be taken to be shareholders for certain purposes
            
   133.    Entitlements of former shareholders on mergers etc.
            
   134.    Set off of amounts repaid etc. on forfeited shares
            
   135.    Regulations may exempt co-operatives from provisions

   PART 7 -- Shares

           Division 1 -- Nature of share  

   136.    Nature of share in co-operative

           Division 2 -- Disclosure requirements for distributing co-operatives  

   137A.   Registration of current disclosure statement
            
   137B.   Restrictions on advertising and publicity: shares
            
   137.    Disclosure to intending shareholders in distributing co-operative
            
   139.    Exemptions for disclosure statements

           Division 3A -- Compensation for defective disclosure  

   140A.   Contravention leading to right to recover loss or damage
            
   140B.   Right to recover for loss or damage resulting from contravention
            
   140C.   Due diligence defence
            
   140D.   General defences

           Division 3 -- Issues of shares  

   140.    Shares -- general
            
   142.    Minimum paid up amount
            
   143.    Shares not to be issued at a discount
            
   144.    Issue of shares at a premium
            
   145.    Joint ownership of shares
            
   146.    Members may be required to take up additional shares
            
   147.    Bonus share issues
            
   148.    Restrictions on bonus shares
            
   149.    Notice about bonus shares

           Division 4A -- Provisions applying to particular share subscriptions  

   150A.   Term used: disclosure statement
            
   150B.   Application of this Division
            
   150C.   Application money to be held on trust
            
   150D.   Minimum subscription condition must be fulfilled before issue or transfer
            
   150E.   Repayment of money if disclosure statement condition not met

           Division 4 -- Disclosure and registration of interests in shares  

   150.    Direction to disclose
            
   151.    Disclosure by member of relevant interests and instructions
            
   152.    Registration as trustee etc. on death of owner of shares
            
   153.    Registration as administrator of estate on incapacity of shareholder
            
   154.    Registration as Official Trustee in Bankruptcy
            
   155.    Liabilities of person registered as trustee or administrator
            
   156.    Notice of trusts in register of members
            
   157.    No notice of trust except as provided by this Division

           Division 5 -- Sale or transfer of shares  

   158.    Sale or transfer of shares
            
   159.    Transfer on death of member
            
   160.    Restriction on total shareholding
            
   161.    Transfer not effective until registered
            
   162.    Non-members become members on registration

           Division 6 -- Repurchase of shares  

   163.    Purchase and repayment of shares
            
   164.    Deposit, debentures or CCUs instead of payment when share repurchased
            
   165.    Cancellation of shares

   PART 8 -- Voting and meetings

           Division 1 -- Voting entitlements  

   166.    Application of Part to voting
            
   167.    Voting
            
   168.    Voting by proxy
            
   169.    Control of the right to vote
            
   170.    Effect of disposal of shares on voting rights
            
   171.    Effect of relevant share and voting interests on voting rights
            
   172.    Rights of representatives
            
   173.    Other rights and duties of members not affected by ineligibility to vote
            
   174.    Vote of disentitled member to be disregarded

           Division 2 -- Resolutions  

   175.    Decisions to be by ordinary resolution
            
   176.    Ordinary resolutions
            
   177.    Special resolutions
            
   178.    How majority obtained is ascertained
            
   179.    Declaration of passing of special resolution
            
   180.    Effect of special resolution
            
   181.    Lodgment of special resolution
            
   182.    Decision of Registrar on application to register special resolution

           Division 3 -- Resolution by circulated document  

   183.    Application of Division
            
   184.    Resolution by circulation of document -- fewer than 50 members

           Division 4 -- Postal ballots  

   185.    Postal ballots
            
   186.    Special postal ballots
            
   187.    When a special postal ballot required
            
   188.    Holding of postal ballot on requisition
            
   189.    Expenses involved in postal ballots on requisition

           Division 5 -- Meetings  

   190.    Annual general meetings
            
   191.    Special general meetings
            
   192.    Notice of meetings
            
   193.    Quorum at meetings
            
   194.    Decision at meetings
            
   195.    Calling of general meeting on requisition
            
   196.    Minutes
            
   197A.   Auditor entitled to notice and other communications
            
   197B.   Auditor’s right to be heard at general meetings
            
   197C.   Questions and comments by members on co-operative management at annual general meeting
            
   197D.   Questions by members of auditors at annual general meeting

   PART 9 -- Management and administration of co-operatives

           Division 1 -- The Board  

   197.    Board of directors
            
   198.    Election of directors
            
   199.    Qualification of directors
            
   201.    Meeting of the board of directors
            
   202.    Transaction of business outside meetings
            
   203.    Alternate directors
            
   204.    Delegation by board
            
   205.    Removal from and vacation of office
            
   206A.   Removal from office by resolution

           Division 2A -- Disqualification from managing co-operatives  

   206B.   Offence for disqualified person to manage co-operative
            
   206C.   Automatic disqualification for offences
            
   206D.   Extension of period of automatic disqualification
            
   206E.   Court’s power of disqualification: contravention of civil penalty provision
            
   206F.   Court’s power of disqualification: insolvency and non-payment of debts
            
   206G.   Court’s power of disqualification: repeated contraventions of law
            
   206H.   Registrar’s power of disqualification
            
   206I.   Registrar’s power to give permission
            
   206J.   Court’s power to grant leave

           Division 2 -- Secretary  

   206.    Secretary
            
   207A.   Responsibility of secretary

           Division 3 -- Duties and liabilities of directors, officers and employees  

   207.    Care and diligence: civil obligations
            
   208.    Good faith: civil obligations
            
   209.    Use of position: civil obligations
            
   210.    Use of information: civil obligations
            
   211.    Good faith, use of position and use of information: criminal offences
            
   212.    Other duties and liabilities not affected
            
   213.    Application of Corporations Act concerning indemnities and insurance for officers and auditors
            
   214.    Application of Corporations Act provisions concerning officers of co-operatives

           Division 4 -- Restrictions on directors and officers  

   215.    Directors’ remuneration
            
   216.    Certain financial accommodation to officers prohibited
            
   217.    Financial accommodation to directors and associates
            
   218.    Restriction on directors of certain co-operatives selling land to co-operative
            
   219.    Management contracts

           Division 5 -- Declaration of interests  

   220.    Declaration of interest
            
   221.    Declarations to be recorded in minutes
            
   222.    Division does not affect other laws or rules
            
   223.    Certain interests need not be declared

           Division 7 -- Registers, books and returns  

   230.    Registers to be kept by co-operatives
            
   231.    Location of registers
            
   232.    Inspection of registers etc.
            
   233.    Use of information on registers
            
   234.    Notice of appointment etc. of directors and officers
            
   236.    List of members to be provided at request of Registrar
            
   237.    Special return to be given at request of Registrar

           Division 8 -- Name and registered office  

   238.    Name to include certain matter
            
   239.    Use of abbreviations
            
   240.    Name to appear on business documents etc.
            
   241.    Change of name of co-operative
            
   242.    Restriction on use of word “co-operative” or similar words
            
   243.    Registered office of co-operative

   PART 10A -- Financial reports and audit

           Division 1 -- Preliminary  

   244A.   Terms used
            
   244B.   General modifications to applied provisions of the Corporations Act Chapter 2M

           Division 2 -- Financial records  

   244C.   Obligation to keep financial records
            
   244D.   Language requirements
            
   244E.   Physical format
            
   244F.   Place where records are kept
            
   244G.   Director access

           Division 3 -- Annual financial reports and directors’ reports generally  

   244H.   Who has to prepare annual financial reports and directors’ reports
            
   244I.   Small co-operative: direction by members
            
   244J.   Small co-operative: direction by Registrar

           Division 4 -- Annual financial reports  

   244K.   Contents of annual financial report
            
   244L.   Compliance with accounting standards and regulations
            
   244M.   True and fair view
            
   244N.   Audit of financial report
            
   244O.   Application of Corporations Act to co-operatives with quoted securities: declaration about financial statements by certain officers

           Division 5 -- Annual directors’ reports  

   244P.   Annual directors’ report
            
   244Q.   Annual directors’ report: general information
            
   244R.   Annual directors’ report: specific information
            
   244S.   Application of Corporations Act to co-operatives with quoted securities: additional information to be provided in annual directors’ report

           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

           Division 7 -- Audit and auditor’s report  

   244U.   Application of Corporations Act: audit and auditor’s report

           Division 8 -- Annual financial reporting to members  

   244V.   Annual financial reporting to members
            
   244W.   Deadline for reporting to members
            
   244X.   Member’s choices for annual financial information
            
   244Y.   Consideration of reports at annual general meeting
            
   244ZA.  Application of Corporations Act: additional reporting by debenture issuers

           Division 9 -- Lodging reports and returns with Registrar  

   244ZB.  Lodgment of annual returns with Registrar
            
   244ZC.  Lodgment of financial reports etc. with Registrar
            
   244ZD.  Lodgment of half-year reports with Registrar
            
   244ZE.  Registrar’s power to require lodgment
            
   244ZF.  Relodgment if financial report or directors’ reports amended after lodgment

           Division 10 -- Special provisions about consolidated financial statements  

   244ZG.  Application of Corporations Act: special provisions about consolidated financial statements

           Division 11 -- Financial years and half years  

   244ZH.  Financial year
            
   244ZI.  Half-year

           Division 12 -- Auditors

              Subdivision 1 -- General provisions relating to auditors  

   244ZJ.  Application of Corporations Act: auditors

              Subdivision 2 -- Appointment of auditors  

   244ZK.  Appointment of auditor of small co-operative
            
   244ZL.  Initial appointment of auditor of large co-operative
            
   244ZM.  Annual appointment at annual general meeting of auditor of large co-operative to fill vacancy
            
   244ZN.  Appointment by directors or annual general meeting of auditor of large co-operative to fill casual vacancy
            
   244ZO.  Appointment to replace auditor removed from office
            
   244ZP.  Registrar to be notified of appointment of auditor
            
   244ZQ.  Registrar may appoint auditor of large co-operative if auditor removed but not replaced
            
   244ZR.  Registrar’s general power to appoint auditor of large co-operative
            
   244ZS.  Restrictions on Registrar’s powers to appoint auditor of large co-operative
            
   244ZT.  Remaining auditors may act during vacancy
            
   244ZU.  Nomination of auditor
            
   244ZV.  Auditor’s consent to appointment

              Subdivision 3 -- Removal and resignation of auditors  

   244ZW.  Removal and resignation of auditors
            
   244ZX.  Effect of winding-up on office of auditor

              Subdivision 4 -- Auditors’ fees and expenses  

   244ZY.  Fees and expenses of auditors

              Subdivision 5 -- Protection of auditors  

   244ZZA. Protection of auditors

           Division 13 -- Accounting and auditing standards  

   244ZZB. Accounting and auditing standards
            
   244ZZC. Interpretation of accounting and auditing standards

           Division 14 -- Exemptions and modifications  

   244ZZD. Exemptions: individual co-operatives
            
   244ZZE. Exemptions: classes of co-operatives
            
   244ZZF. Exemptions: criteria for exemptions for individual co-operatives or classes of co-operatives
            
   244ZZG. Exemptions: non-auditor members and former members of audit firms, and former employees of audit companies
            
   244ZZH. Exemptions: classes of non-auditor members
            
   244ZZI. Exemptions: criteria for exemptions for non-auditor members etc.
            
   244ZZJ. Exemptions from regulations
            
   244ZZK.  Registrar’s power to modify the operation of section 324DA of Corporations Act
            
   244ZZL. Auditor to notify co-operative of declaration
            
   244ZZM. Amendment, suspension or revocation of exemption

           Division 15 -- Miscellaneous  

   244ZZN. Disclosure by directors
            
   244ZZO. Contravention by directors of a provision of this PART

   PART 10 -- Funds and property

           Division 1 -- Power to raise money  

   244.    Meaning of obtaining financial accommodation
            
   245.    Fund raising to be in accordance with Act and regulations
            
   246.    Limits on deposit taking
            
   247.    Members etc. not required to see to application of money
            
   248.    Registrar’s directions about fundraising
            
   249.    Subordinated debt
            
   250.    Application of Corporations Act to issues of debentures
            
   252.    Disclosure statement
            
   253A.   Restrictions on advertising and publicity
            
   253B.   Application money to be held on trust
            
   253.    Approval of board for transfer of debentures
            
   254.    Application of Corporations Act: reissue of redeemed debentures
            
   255.    Compulsory loan by member to co-operative
            
   256.    Interest payable on compulsory loan

           Division 2 -- Co-operative capital units  

   257.    General nature of co-operative capital units
            
   258.    Priority of CCU’s on winding-up
            
   259.    Financial accommodation provisions apply to issue of CCUs
            
   260.    CCUs to be issued to non-members
            
   261.    Minimum requirements for rules concerning CCUs
            
   262.    CCUs not to be issued unless terms of issue approved by Registrar
            
   263.    Directors’ duties concerning CCUs
            
   264.    Redemption of CCUs
            
   265.    Capital redemption reserve
            
   266.    Issue of shares in substitution for redemption

           Division 3 -- Charges  

   267.    Registration of charges

           Division 4 -- Receivers and other controllers of property of co-operatives  

   268.    Receivers and other controllers of property of co-operatives

           Division 5 -- Disposal of surplus from activities  

   269.    Retention of surplus for benefit of co-operative
            
   270.    Application for charitable purposes or members’ purposes
            
   271.    Distribution of surplus or reserves to members
            
   272.    Application of surplus to other persons

           Division 6 -- Acquisition and disposal of assets  

   273.    Acquisition and disposal of assets

   PART 11 -- Restrictions on the acquisition of interests in co-operatives

           Division 1 -- Restrictions on share and voting interests  

   274.    Application of Part
            
   275.    Notice required to be given of voting interest
            
   276.    Notice required to be given of substantial share interest
            
   277.    Requirements for notices
            
   278.    Maximum permissible level of share interest
            
   279.    Transitional provision
            
   280.    Shares to be forfeited to remedy contravention
            
   281.    Powers of board in response to suspected contravention
            
   282.    Powers of Supreme Court in relation to contravention
            
   283.    Co-operative to notify Registrar of interest over 20%
            
   284.    Co-operative to keep register
            
   285.    Unlisted companies to provide list of shareholders etc.
            
   286.    Excess share interest not to affect loan liability
            
   287.    Extent of operation of Division
            
   288.    Registrar may grant exemption from Division

           Division 2 -- Restrictions on certain share offers  

   289.    Share offers to which Division applies
            
   290.    Requirements to be satisfied before offer can be made
            
   291.    Some offers totally prohibited if they discriminate
            
   292.    Offers to be submitted to board first
            
   293.    Announcements of proposed takeovers concerning proposed company
            
   294.    Additional disclosure requirements for offers involving conversion to company
            
   295.    Consequences of prohibited offer
            
   296.    Registrar may grant exemptions

   PART 12 -- Merger, transfer of engagements, winding-up

           Division 1 -- Mergers and transfers of engagements  

   297.    Application of Division
            
   298.    Mergers and transfers of engagements of local co-operatives
            
   299.    Requirements before application can be made
            
   300.    Disclosure statement required
            
   301.    Making an application
            
   302.    Approval of merger
            
   303.    Approval of transfer of engagements
            
   304.    Transfer of engagements by direction of Registrar

           Division 2 -- Transfer of incorporation  

   305.    Application for transfer
            
   306.    Requirements before application can be made
            
   307.    Meaning of new body and transfer
            
   308.    New body ceases to be registered as co-operative
            
   309.    Transfer not to impose greater liability etc.
            
   310.    Effect of new certificate of registration
            
   311.    New body must give copy of new certificate of registration or incorporation to Registrar
            
   312.    New body is a continuation of the co-operative

           Division 3 -- Winding-up and deregistration  

   313.    Methods of winding-up
            
   314.    Winding-up on Registrar’s certificate
            
   315.    Method of deregistration
            
   316.    Application of Corporations Act to winding-up and deregistration
            
   317.    Restrictions on voluntary winding-up
            
   318.    Start of members’ voluntary winding-up
            
   319.    Distribution of surplus: non-distributing co-operatives
            
   320.    Liquidator -- vacancy may be filled by Registrar
            
   321.    Review of liquidator’s remuneration
            
   322.    Liability of member to contribute in a winding-up where shares forfeited etc.

           Division 4 -- Administration

              Subdivision 1 -- Introductory  

   323A.   Operation of this Division

              Subdivision 2 -- Administration under Corporations Act  

   323.    Application of Corporations Act to administration of co-operative
            
   324A.   Appointment of administrator by Registrar in case of insolvency

              Subdivision 3 -- Administration: alternative procedure  

   324B.   Operation of this Division
            
   324.    Appointment of administrator
            
   325.    Effect of appointment of administrator
            
   326.    Revocation of appointment
            
   327.    Expenses of administration
            
   328.    Liabilities arising from administration
            
   329.    Additional powers of Registrar
            
   330.    Stay of proceedings
            
   331.    Administrator to report to Registrar

           Division 6 -- Effect of merger etc. on property, liabilities etc.  

   332.    How this Division applies to a merger
            
   333.    How this Division applies to a transfer of engagements
            
   334.    How this Division applies to a transfer of incorporation
            
   335.    Effect of merger etc. on property, liabilities etc.

           Division 7 -- Miscellaneous  

   336.    Grounds for winding-up, transfer of engagements, appointment of administrator
            
   337.    Application of Corporations Act for insolvent co-operatives

   PART 13 -- Arrangements and reconstructions

           Division 1 -- General requirements  

   338.    Requirements for binding compromise or arrangement
            
   339.    Supreme Court ordered meeting of creditors
            
   340.    Registrar to be given notice and opportunity to make submissions
            
   341.    Results of 2 or more meetings
            
   342.    Persons disqualified from administering compromise etc.
            
   343.    Application of Schedule 4 to person appointed
            
   344.    Application of Corporations Act to person appointed
            
   345.    Copy of order to be attached to rules
            
   346.    Directors to arrange for reports
            
   347.    Power of Supreme Court to restrain further proceedings
            
   348.    Supreme Court need not approve compromise or arrangement takeovers

           Division 2 -- Explanatory statements  

   349.    Explanatory statement required to accompany notice of meeting etc.
            
   350.    Requirements for explanatory statement
            
   351.    Contravention of Division: offence by co-operative

           Division 3 -- Facilitating reconstructions and mergers  

   352.    Provisions for facilitating reconstructions and mergers

           Division 4 -- Acquisition of shares of dissenting shareholders  

   353.    Terms used
            
   354.    Schemes and contracts to which Division applies
            
   355.    Acquisition of shares pursuant to notice to dissenting shareholder
            
   356.    Restrictions when excluded shares exceed 10%
            
   357.    Remaining shareholders may require acquisition
            
   358.    Transfer of shares pursuant to compulsory acquisition
            
   359.    Disposal of consideration for shares compulsorily acquired

           Division 5 -- Miscellaneous  

   360.    Notification of appointment of scheme manager
            
   361.    Power of Supreme Court to require reports
            
   362.    Effect of out-of-jurisdiction compromise or arrangement
            
   363.    Jurisdiction to be exercised in harmony with Corporations Act jurisdiction
            
   364.    Registrar may appear etc.

   PART 14 -- Participating co-operatives

           Division 1 -- Introductory  

   366.    What constitutes carrying on business
            
   368.    Excluded matter

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

   369.    Operation of participating co-operatives in this State
            
   370.    Authorisation to carry on business
            
   371.    Registration under Companies (Co-operative) Act 1943
            
   372.    Existing foreign co-operatives
            
   375.    Name of participating co-operative
            
   376.    When participating co-operative not authorised to carry on business
            
   377.    Withdrawal of authority to carry on business
            
   378.    Appeal against Registrar’s decision under s. 377(5)
            
           379. Application of Act and regulations to participating co-operatives

           Division 3 -- General  

   380A.   False copies of rules of participating co-operative
            
   380B.   False copies of documents of participating co-operatives
            
   380C.   Restrictions on advertising and publicity: shares in participating co-operatives
            
   380D.   Restrictions on advertising and publicity: debentures or CCUs in participating co-operatives
            
   380E.   Registrar’s directions about participating co-operative obtaining financial accommodation
            
   380.    Name and place of origin to appear on business and other documents of participating co-operative
            
   381.    Supply of information to participating Registrars
            
   384.    Functions conferred on Registrar under corresponding co-operatives law
            
   385A.   Registrar may exempt participating co-operatives

           Division 4 -- Winding-up of participating co-operatives in this State  

   385.    Winding-up to relate to State activities
            
   386.    Supreme Court may order winding-up
            
   387.    Application of Corporations Act to winding-up of participating co-operatives
            
   388.    Outstanding property of participating co-operatives

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

   389.    Terms used
            
   390.    Authority for merger or transfer of engagements
            
   391.    Requirements before application can be made
            
   392.    Disclosure statement required
            
   393.    Making an application
            
   394.    Approval of merger
            
   395.    Approval of transfer of engagements
            
   396.    Effect of merger or transfer of engagements
            
   397.    Division applies instead of certain other provisions of this Act

   PART 15 -- Supervision and protection of co-operatives

           Division 1A -- Examining a person about a co-operative  

   398A.   Application of Corporations Act: court-directed examinations

           Division 1 -- Supervision and inspection  

   398.    Terms used
            
   399.    Co-operative includes subsidiaries, participating co-operatives and co-operative ventures
            
   400.    Appointment of inspectors
            
   401.    Registrar and investigators have functions of inspectors
            
   402.    Inspector’s identity card
            
   403.    Production or display of inspector’s identity card
            
   404.    Powers of inspector
            
   405.    Inspector’s appointment conditions
            
   406.    Entry of place
            
   407.    Consent to entry
            
   408.    Inspectors may require certain persons to appear, answer questions and produce documents
            
   409.    Powers of inspectors on place entered
            
   410.    Functions of inspectors in relation to relevant documents
            
   411.    Protection from incrimination
            
   412.    Warrants
            
   413.    Warrants: applications made other than in person
            
   414.    Entry with warrant
            
   415.    General powers after entering places
            
   416.    Power to seize evidence
            
   417.    Receipt for seized things
            
   418.    Return of seized things
            
   419.    Power to require name and address
            
   420.    False or misleading statements
            
   421.    Power to require production of documents
            
   422.    False or misleading documents
            
   423.    Obstruction of inspectors
            
   424.    Copies or extracts of records to be admitted in evidence
            
   425.    Privilege

           Division 2 -- Inquiries  

   426.    Terms used
            
   427.    Appointment of investigators
            
   428.    Powers of investigators
            
   429.    Examination of involved person
            
   430.    Privilege
            
   431.    Offences by involved person
            
   432.    Offences relating to documents
            
   433.    Record of examination
            
   434.    Report of investigator
            
   435.    Proceedings following inquiry
            
   436.    Admission of investigator’s report as evidence
            
   437.    Costs of inquiry

           Division 3 -- Prevention of fraud etc.  

   438.    Falsification of books
            
   439.    Fraud or misappropriation
            
   440.    Offering or paying commission
            
   441.    Accepting commission
            
   442.    False statements in loan application etc.

           Division 4 -- Miscellaneous powers of the Registrar  

   443.    Application for special meeting or inquiry
            
   444.    Holding of special meeting
            
   445.    Expenses of special meeting or inquiry
            
   446.    Power to hold special inquiry into co-operative
            
   447.    Special meeting following inquiry
            
   448.    Information and evidence
            
   449.    Extension or abridgment of time
            
   450.    Power of Registrar to intervene in proceedings

   PART 16 -- Administration of this Act

           Division 1 -- The Registrar  

   451.    Registrar of Co-operatives
            
   452.    Deputy Registrar and other staff
            
   453.    Delegation by Registrar
            
   454.    Registers to be kept by Registrar
            
   455.    Keeping of registers
            
   456.    Disposal of records by Registrar
            
   457.    Inspection of registers
            
   458.    Approvals by Registrar
            
   459.    Lodgment of documents
            
   460.    Way of lodging
            
   461.    Power of Registrar to refuse to register or reject documents

           Division 2 -- Protection from liability  

   462.    Particular persons protected from liability

           Division 3 -- Evidence  

   463.    Certificate of registration
            
   464.    Certificate evidence
            
   465.    Records kept by co-operatives
            
   466.    Minutes
            
   467.    Official certificates
            
   468.    The Registrar and proceedings
            
   469.    Rules
            
   470.     Registers

   PART 17 -- Legal proceedings and other matters

           Division 1 -- Offences, enforcement and remedies  

   475.    Notice to be given of conviction for offence
            
   476.    Secrecy
            
   477.    False or misleading statements
            
   478.    Further offence for continuing failure to do required act
            
   479.    Civil remedies
            
   480A.   Order against person concerned with co-operative
            
   480.    Injunctions
            
   481A.   Undertakings
            
   481B.   Offence of contravention of undertaking
            
   481C.   Enforcement order on application with consent of person giving undertaking
            
   481D.   Enforcement orders after contravention of undertaking
            
   481E.   Copy of undertaking
            
   481F.   Registration of undertakings
            
   481G.   Double jeopardy
            
   481H.   Time limit for starting proceedings for offence
            
   481I.   Authorisation to start proceedings for offence
            
   481.    Proceedings for recovery of fine or penalty imposed by rules

           Division 2 -- Civil consequences of contravening civil penalty provisions  

   482A.   Terms used
            
   482B.   Declarations of contravention
            
   482C.   Declaration of contravention is conclusive evidence
            
   482D.   Pecuniary penalty orders
            
   482E.   Compensation orders
            
   482F.   Who may apply for a declaration or order
            
   482G.   Time limit for application for a declaration or order
            
   482H.   Civil evidence and procedural rules for declarations and civil penalty orders
            
   482I.   Civil proceedings after criminal proceedings
            
   482J.   Criminal proceedings during civil proceedings
            
   482K.   Criminal proceedings after civil proceedings
            
   482L.   Evidence given in proceedings for penalty not admissible in criminal proceedings
            
   482M.   Relief from liability for contravention of civil penalty provision

           Division 3 -- Miscellaneous  

   482N.   Power to grant relief
            
   482O.   Irregularities
            
   482P.   Civil proceedings not to be stayed
            
   482Q.   Standard of proof

   PART 18 -- General  

   482.    Co-operative ceasing to exist
            
   483.    Service of documents on co-operative
            
   484.    Service on member of co-operative
            
   485.    Reciprocal arrangements
            
   486.    Translations of documents
            
   487.    Disclosure statements
            
   488.    Approval of forms
            
   489A.   Approvals to be in writing
            
   489.    Regulation making power
            
   490.    Companies (Co-operative) Act 1943 repealed
            
   491.    Co-operative and Provident Societies Act 1903 repealed

   PART 19 -- Transitional and savings provisions

           Division 1 -- Preliminary  

   492.    Terms used
            
   493.    Interpretation Act 1984 not affected
            
   494.    Transitional regulations

           Division 2 -- Prohibition on registration under former Act  

   495.    Prohibition on registration under Companies (Co-operative) Act 1943 or Co-operative and Provident Societies Act 1903

           Division 3 -- Transfer to incorporation under this Act  

   496.    Co-operative companies and registered societies to register under this Act
            
   497.    Decision of Registrar to register co-operative company or registered society

           Division 4 -- General transitional provisions  

   498.    Special resolutions, applications to the Court and court orders
            
   499.    Inspections or inquiry
            
   500.    Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
            
   501.    Transitional provisions about active members

           Division 5 -- Pending incorporation, reconstruction or winding-up  

   502.    Pending incorporation
            
   503.    Pending reconstruction
            
   504.    Pending wind-up
           SCHEDULE 1 -- Matters for which rules must make provision  
           SCHEDULE 2 -- Relevant interests, associates, related bodies
           SCHEDULE 3 -- Registration etc. of charges
           SCHEDULE 4 -- Receivers, and other controllers, of property of co-operatives  
           SCHEDULE 6 -- Modifications to Corporations Act


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