RULES OF
CO‑OPERATIVES
ACT 1996 (VICT.)
1. Definitions
In these rules -
"Act" means the Co‑operatives Act 1996;
“Appendix” means Appendix to these rules;
“board” means the board of the
co-operative;
“general meeting” means any annual or special
general meeting;
"member" means a member of the
co‑operative;
"month" means calendar month;
"Registrar" means the person for the time being holding
the office of Registrar
of Co‑operatives under the Act;
“regulations” means the
Co-operatives Regulations 1997.
2. Members to
abide by co-operative principles
The co-operative
and its members must comply with the co-operative principles to the extent that
they apply to them.
3. Alteration
of the rules
(1) These
rules may be altered by a special resolution in accordance with section 113 of
the Act or by a resolution of the board in accordance with section 114 of the
Act.
(2) A
proposed alteration of these rules must be approved by the Registrar under
section 112 of the Act before the resolution altering the rules is passed.
(3) An
alteration of these rules does not take effect unless and until it is
registered by the Registrar under section 115 of the Act.
(4) Any
member is entitled to obtain from the co-operative a copy of these rules on
payment of the amount set out in Appendix 1.
4. Name
(1) The
name of the co-operative is the name specified in Part 1 of Appendix 2.
(2) The
co-operative may change its name in accordance with section 255 of the Act.
(3) The
co-operative may abbreviate its name in accordance with section 253 of the Act.
5. Active
membership provisions
(1) The
primary activity of the co-operative is the activity set out in Part 2 of Appendix 2.
(2) In
order to establish active membership of the co-operative a member must comply with the requirements
set out in Part 3 of Appendix 2.
(3) All
members must be active members of the co-operative.
(4) If a member fails or ceases to be an
active member, the board must in accordance
with Division 4 of Part 6 of the Act -
(a) declare the membership of the member cancelled; and
(b) declare the shares of the member forfeit.
6. Qualifications
and shareholding required for membership
(1) A person is not qualified to be
admitted to membership unless there are reasonable
grounds for believing that the person will be an active member of the co-operative.
(2) Every member must hold shares in
accordance with Appendix 3.
7. Membership
and shares
(1) An
application for membership or shares in the co-operative must -
(a) be in a form approved by the board; and
(b) be lodged at the registered office of the co-operative; and
(c) be accompanied by the relevant fee or amount set out in Part
2 of Appendix 3.
(2) An
application for membership must include an application for a share in the
co-operative.
(3) The
board must consider each application.
(4) The
board at its sole discretion may accept or reject an application for membership or shares and need not give
any reason for its decision.
(5) If
the board approves an application for membership or shares -
(a) the relevant shares must be allotted to the applicant; and
(b) the
board must ensure that the name of the person and the number of shares allotted
is entered in the register of members, directors and shares in accordance with
sections 75 and 244 of the Act; and
(c) the board must notify the applicant in writing of allotment
of the shares and of the entry in the
register; and
(d) the applicant for membership becomes entitled to exercise
the rights of membership when -
(i) the
member’s name appears in the register of members; and
(ii) the member
has paid to the co-operative the relevant fees
and amounts set out in Part 2 of Appendix 3.
(6) If the board rejects an application,
the whole of the money lodged
in respect of the application must be refunded to the applicant without
interest.
8. Representation of members
(1)
Where a body corporate is a member of the
co-operative, that body corporate may from time to time in such manner as the
board of the co-operative directs, appoint a person to represent it in respect
of its membership.
(2)
In accordance with section 70(2) of the Act, a body
corporate must not appoint a person to represent the body corporate as a member
of the co-operative, if he or she is currently a member of the co-operative or
a representative of another body corporate member.
(3)
In accordance with section 70(4) of the Act, a person is not
qualified to be appointed the representative oaf a company that is not a listed
corporation (within the meaning of the Corporations Law) unless the person is
an officer, member or employee of the company.
9. Ceasing membership
A person ceases to be a member in each of the
following circumstances -
(a) if the member's membership is cancelled under Part 6 of the
Act;
(b) if the member is expelled in accordance with these rules;
(c) if the member becomes bankrupt and the trustee of the
member's estate disclaims any debt, contract, duty or liability of the member
with the co-operative;
(d) on the death of the member;
(e) if the contract of membership is rescinded on the ground of
misrepresentation or mistake;
(f) if the member's share is transferred to another person and
the transferee is registered as the holder of the share;
(g) if the member's share is forfeited in accordance with the
provisions of the Act or the provisions of these rules;
(h) if the member's share is purchased by the co-operative in
accordance with the provisions of these rules;
(i) if a members share is sold by
the co-operative pursuant to any power in these rules and the purchaser is
registered as holder in the member’s place;
(j) if the amount paid up on the member's share is repaid to the
member in accordance with the provisions of these rules;
(k) on notice in writing given by the member to the Secretary,
of the member’s resignation from membership; or
(l) in the case of a member that is a body corporate, if the
body is dissolved.
10. Expulsion
of members
(1) A
member may be expelled from the co-operative if the co-operative by special
resolution determines that the member should be expelled on the ground that -
(a) the member has failed to discharge the member's obligations
to the co‑operative under the Act or these rules;
(b) the member has acted in a manner that has -
(i) prevented
or hindered the co-operative in carrying out any
of its primary activities; or
(ii) brought the
co-operative into disrepute; or
(c) the member has acted in a manner contrary to any of the
co-operative principles and in so acting caused the co-operative harm.
(2) The
member must be given at least 28 days written notice of the proposed resolution
and of the date, time and place of the meeting at which the resolution will be
moved.
(3) The
procedure at the general meeting to consider the proposed resolution is as
follows -
(a) the member must be given a reasonable opportunity to be
heard at the meeting;
(b) the member is entitled to call witnesses and to cross
examine witnesses called against the member;
(c) if the member fails, without reasonable excuse, to attend at
the time and place of which notice has been given, the co-operative may
consider the matter in the absence of the member;
(d) after considering the matter, the co-operative may by
special resolution determine to expel the member.
(4) The
expulsion of the member does not take effect until the special resolution is
registered with the Registrar.
(5) When
a member is expelled, the co-operative must, in accordance with section 82 of
the Act, repay to the member an amount determined in accordance with that
section in respect of the member’s shares and cancel the member’s shares.
11. Suspension
of members
(1) A
member may be suspended from membership of the co-operative for a period not
exceeding one year if the co-operative by special resolution determines that
the member should be so suspended on the ground that -
(a) the member has contravened these rules; or
(b) the member has failed to discharge the member’s obligations
to the co-operative under these rules; or
(c) the member has acted in a manner detrimental to the
co-operative.
(2) The
member must be given at least 28 days written notice of the proposed resolution
and of the date, time and place of the meeting at which the resolution will be
moved.
(3) The
procedure at the general meeting to consider the proposed resolution is as
follows -
(a) the member must be given a reasonable opportunity to be
heard at the meeting;
(b) the member is entitled to call witnesses and to cross
examine witnesses called against
the member;
(c) if the member fails, without reasonable cause, to attend at
the time and place of which notice has been given, the co-operative may
consider the matter in the absence of the member;
(d) after considering the matter, the co-operative may by
special resolution determine to suspend the member.
(4) A
member who is suspended ceases during the suspension to have the rights of a
member except as otherwise provided in the Act or these rules.
12.
Disputes
(1) The grievance procedure set out in
this rule applies to disputes under these
rules between -
(a) a member and
another member; or
(b) a member and
the co-operative.
(2) The
parties to the dispute must meet and discuss the matter in dispute, and, if
possible, resolve the dispute within 14 days after the dispute comes to the
attention of all of the parties.
(3) If
the parties are unable to resolve the dispute at the meeting under sub-rule (2)
or if a party fails to attend that meeting, then the parties must, within 10
days, hold a meeting in the presence of a referee.
(4) The
mediator must be -
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement -
(i) in the case
of a dispute between a member and another member,
by the board of the co-operative; or
(ii) in the case
of a dispute between a member and the co-operative,
a person who is a member of the Dispute Settlement
Centre of Victoria (Department of Justice).
(5) A
member of the co-operative can be a mediator.
(6) The
mediator cannot be a member who is a party to the dispute.
*
This Rule provides for the mediation of a dispute. Note that
section 89 of the Act provides another procedure whereby application may be
made to the Supreme Court for an order declaring and enforcing rights or
obligations of members between themselves, or of the co-operative and a member
between themselves. The Court may refuse to make an order, or may make an order
for costs, if the Court is of the opinion that the application is unreasonable
or the issue trivial.
13. Fines
(1) The
co-operative may impose a fine on a member for any infringement of these rules.
(2) The
fine must not exceed the amount set out in Part 1 of Appendix 3.
14. Capital
and shares
The
capital of the co-operative is to be raised by the issue of shares which are to
have a nominal value as described in Part 2 of Appendix 3.
15. Liability
of members
(1) A
member is not, as a member, under any personal liability to the co-operative
except for the amount, if any, unpaid on the shares held by the member together
with any charges payable by the member to the co-operative as required by these
rules.
(3)
On the death of a member, the member’s estate
remains liable as the member until the member’s personal representative or some
other person is registered in the member’s place.
16. Calls on
shares
(1) The
board may make calls on the members in respect of any money unpaid on their
shares.
(2) Sub-rule
(1) does not apply if the terms of issue of the shares provide for the money
unpaid on the shares to be paid at fixed times.
(3) A
call must not -
(a) exceed one-quarter of the sum of the nominal value of the shares; or
(b) be payable earlier than one month after the day fixed for
the payment of the last
preceding call.
(4) A
member must be given at least 14 days notice specifying the time or times and
place of payment of the call.
(5) A
member who receives notice of a call must pay the amount of the call on the
member’s shares to the co-operative at the time or times and at the place
specified in the notice.
(6) The
board may revoke or postpone a call.
(7) A
sum that becomes payable on a share under the terms of issue of the share is
deemed for the purposes of these rules to be an amount payable on a call
notified under this rule as if the time and place for payment specified in the
terms of issue were the time and place for payment of the call.
(8) The
board may accept from a member the whole or a part of the amount unpaid on a
share although no part of that amount has been called up.
17. Forfeiture
of shares
(1) If
a member fails to pay a call on any day appointed for the payment of the call,
the board may serve a notice on the member requiring payment of so much of the
call as is unpaid.
(2) The
notice must -
(a) specify a day (being not less than 28 days after the date of
service of the notice) on or before which the payment required by the notice is
to be paid; and
(b) state that if the payment is not so paid, the shares in
respect of which the call was made are liable to be forfeited.
(3) If
the payment is not made in accordance with the notice, the board may, by
resolution, declare that the shares are forfeited.
(4) The
board’s declaration has the effect of forfeiting the shares concerned.
18. Share
certificates
(1) The
board, on the application of a person holding shares in the co-operative, must
issue to that person, without payment, a certificate under the seal of the
co-operative specifying the shares held by that person and the amount paid up
on those shares.
(2) However,
if shares are held jointly -
(a) the board is not required to issue more than one share
certificate in respect of those shares and
(b) the delivery of the share certificate to one joint
shareholder is sufficient delivery to all.
(3) If
the board is satisfied that a share certificate issued by the co-operative is
defaced, lost or destroyed, the board may issue a duplicate certificate on
payment of a fee determined by the board as set out in Appendix 1.
19.
Subject to section 172 of the Act, the co-operative may
sell a member’s shares at the request of the member.
20. Transfer
and transmission of shares
(1) The
instrument of transfer of any share shall be executed by or on behalf of the
transferor (the giver) and the transferee (the receiver of the share).
(2) The
transferor remains the holder of the share until the name of the transferee is
entered in the register of members in respect of the share.
(3) A
transfer of shares is to be in the form of Appendix 4 or in a form approved by
the board.
(4) A
share cannot be sold or transferred except -
(a) with the consent of the board, to any person who is
qualified to be admitted to membership of the
co-operative under rules 5 and 6; or
(b) as otherwise provided by the Act or these rules.
(5) The
board may refuse to register a transfer of shares -
(a) to a person who is not eligible to be a member; or
(b) to a person whom the board does not approve; or
(c) if the co-operative has a lien or charge over the shares.
(6) If
the board refuses to register a transfer of shares, it must send written notice
of its decision to the proposed transferee within 14 days after making that
decision.
(7) The
board may decline to recognise any instrument of transfer unless -
(a) a fee in accordance with Appendix 1 is paid by the member to
the co-operative for the transfer; and
(b) the instrument of transfer is accompanied by the certificate
(if any) of the shares to which it relates, and such other evidence as the
board may reasonably require to show the right of the transferor to make the
transfer.
(8) The board may suspend the
registration of transfers during the 14 days immediately preceding the annual
general meeting in each year.
21.
Forfeitures and cancellations - Inactive members
(1) In
accordance with section 131 of the Act, the board, after giving any notice
required under section 136 of the Act, must declare the membership of a member
cancelled if -
(a) the
whereabouts of the member are not presently known to the co-operative and have
not been known to the co-operative for a period of at least 3 years before that
time; or
(b) the member is not presently an active member of the
co-operative and has not been an active member of the co-operative at any time
during the period of 3 years immediately before that time.
(2) Sub-rule
(1) applies to a member only if he or she was a member of the co-operative
throughout the period referred to in paragraph (a) or (b), as the case
requires.
(3) In
accordance with section 132 of the Act, the board must declare the shares of a
member to be forfeited at the same time as the member’s membership is cancelled
under section 131 of the Act.
(4) The
board’s declaration has the effect of forfeiting the shares concerned.
(5) If
the membership of a member is cancelled any amount due to the member in respect
of the cancellation must be dealt with in accordance
with section
138 of the Act.
22. Forfeited
shares
A
person whose shares have been forfeited under the Act or these rules remains liable
to the co-operative for any amount still unpaid at the date of forfeiture in
respect of those shares.
23. Death of
a member
(1) Subject
to sections 84, 173 and 174 of the Act, on the death of the member, the board
must transfer the deceased member’s share or interest in the co-operative to -
(a) the executor or administrator of the deceased member; or
(b) with the consent of the board, to a person -
(i) who is
specified by the personal representative of the deceased member in an application
under section 84 of the Act;
and
(ii) who is
qualified to be a member in accordance with the Act and these rules.
(2) The
board may transfer the shares or interest of a deceased member to a person
entitled in accordance with section 85 of the Act if -
(a) the total value of the shares or interest is less than
$10,000 (or such other amount as may be prescribed by the regulations); and
(b) there has not been a grant of administration of the estate,
or probate of the will of the deceased member.
24. Registration
as trustee, executor or administrator
(1) In
accordance with sections 166 to 168 of the Act, the following persons may be
registered as the holder of a share in the co-operative -
(a) the trustee, executor or administrator of the estate of a
dead person, if the dead person was the holder of that share or was entitled in
equity to that share;
(b) the administrator of the estate of an incapable person, if
the incapable person was the holder of that share or was entitled in equity to
that share;
(c) the Official Trustee in Bankruptcy, if a bankrupt was the
holder of that share or was entitled in equity to that share.
(2) If
a person is entitled in equity to a share in the co-operative, the consent of
the co-operative and the holder of the share must be obtained before a person
can be registered in respect of that share pursuant to sub-rule (1).
25. Entitlements and liabilities of person registered as trustee,
administrator etc.
Subject to the
Act, a person registered pursuant to section 166, 167 or 168 of theAct and rule 23 is, while so registered -
(a) entitled to the same dividends and other benefits; and
(b) in accordance with section 169 of the Act, subject to the
same liabilities and only those liabilities -
in respect of the share as those to which the person would
have been subject if the share had remained, or had been, registered in the
name of the dead person, the incapable person or the bankrupt.
26. Transfer
and transmission of debentures
(1) The
instrument of transfer of a debenture must be executed by the transferor (the giver) and the transferee (the receiver).
(2) The
transferor remains the holder of the debenture until the board consents to the
transfer and the name of the transferee is entered in the registers of
debentures in respect of the debenture.
(3) A
transfer of debentures must be in the form of Appendix 4 or in a form approved
by the board.
(4) The
board may decline to recognise any instrument of transfer of a debenture and
may decline to register the transfer unless -
(a) a fee in accordance with Appendix 1 is paid to the
co-operative for the transfer; and
(b) the instrument of transfer is accompanied by the debenture
and such other evidence as the board may reasonably require to show the right
of the transferor to make the transfer; and
(c) any stamp duty payable in respect of the instrument of
transfer has been paid.
(5) If the board refuses to register a
transfer of debenture, it must send written notice of its decision to the
proposed transferee within 28 days after making that decision.
27. Annual
general meetings
(1) In
accordance with section 204 of the Act, the first annual general meeting of the
co-operative must be held at any time within 19 months after the incorporation
of the co-operative.
(2) The
second or any subsequent annual general meeting of the co-operative must be
held within -
(a) 5
months after the close of the financial year of the co-operative; or
(b) any further time that may be allowed by the Registrar or is prescribed.
(3) The
board may determine the date, time and place of the annual general meeting.
(4) All
general meetings of the co-operative other than the annual general meeting
shall be special general meetings.
(5) If
the board does not hold an annual general meeting within the required time, the
members may requisition the meeting in accordance with section 209 of the Act.
28. Special
general meetings
(1) A
special general meeting of the co-operative may be convened at any time by the
board of directors.
(2) In accordance with section 209 of the
Act, the board must convene a general meeting of the co-operative on the
written requisition of the number of active members of the co-operative who
together are able to cast at least 20% of the total number of votes able to be
cast at a meeting of the co-operative.
29. Notice of
general meetings
(1) The
board must give each member at least 14 days notice of each general meeting.
(2) The
notice may be given in accordance with section 460 of the Act.
(3) The
notice must specify the place, the day and the time of the meeting and if
special business is to be transacted, set out generally the nature of the
special business.
(4) If
a special resolution is to be proposed at the meeting at least 21 days notice
of that special resolution must be given to the members of the co-operative in
accordance with section 192 of the Act.
(5) A
member of the co-operative who wishes to propose a resolution at a general
meeting must give the co-operative written notice of the resolution.
(6) If
notice of an ordinary resolution is given under sub-rule (5) at least 14 days
before the board gives notice of the meeting, the board must include details of
that resolution in the notice of the meeting.
30. Business
at general meetings
. (1) The
ordinary business of the annual general meeting shall be -
(a) to confirm minutes of the last preceding general meeting
(whether annual or special);
(b) to
receive from the board, auditors, or any officers of the co‑operative
reports upon the transactions of the co‑operative during the financial
year, including balance sheet, trading account, profit and loss account,
statement of cash flows, and the state of affairs at the end of that year;
(c) to elect and determine the remuneration (if any) of
directors.
(d) to determine the rates of dividend, bonus shares and rebate.
(2) The
annual general meeting may also transact special business of which notice has
been given to members in accordance with these rules.
(3) All
business of a general meeting, other than ordinary business, is special
business.
31. Quorum at
general meetings
(1) An
item of business must not be transacted at a meeting of a co-operative unless a
quorum of members entitled to vote is present during the transaction of that
item.
(2) Subject
to sub-rule (3) the quorum of the co-operative is 5 members entitled to vote at
a meeting of the co-operative plus -
(a) if the active membership of the co-operative exceeds 50 but
does not exceed 200, 1 additional member for each 10 members after the first 50
active members; and
(b) if the active membership of the co-operative exceeds 200,
the additional members referred to in paragraph (a) and 1 additional member for
each 50 active members after the first 200 members.
(3) If
within half an hour after the appointed time for the meeting a quorum is not
present, the meeting -
(a) if convened upon the requisition of members, is abandoned;
and
(b) in any other case is to be adjourned to the same day and
time in the next week at the same place.
(4) If
at an adjourned meeting, under sub-rule (3)(b), a
quorum is not present within half an hour after the time appointed for the
meeting the meeting must be abandoned.
32. Presiding
at general meetings
(1) Subject
to this rule, the chairperson of the board presides at every general meeting of
the co-operative.
(2) If
the chairperson of the board is unable or unwilling to preside or is not
present within 15 minutes after the time appointed for the meeting, the members
present must select one of their number to preside.
(3) The
person selected under sub-rule (2) presides at that meeting until the time that
the chairperson attends and is willing to act.
33.
Adjournment of meetings
(1) The
person presiding may, with the consent of a majority of members present at the
meeting, adjourn the meeting from time to time and from place to place.
(2) The
person presiding must, if directed by a majority of members present at the
meeting, adjourn the meeting to a date and time agreed.
(3) No
business may be transacted at an adjourned meeting other than business
unfinished at the meeting which was adjourned.
(4) This
rule only applies if there is a quorum at the meeting to be adjourned.
34. Standing
orders at meetings
(1) Subject
to sub-rule (3), the following standing orders must be observed at general
meetings of the co-operative -
(a) The mover of a proposition must not speak for more than 10
minutes. Subsequent speakers are allowed 5 minutes, and the mover of the
proposition 5 minutes to reply. The
meeting may however by simple majority extend in a particular instance the time
permitted by this rule.
(b) If
an amendment to an original proposition is proposed, no second amendment may be
considered until the first amendment is disposed of.
(c) If
an amendment is carried, the proposition as so amended displaces the original proposition and may itself be amended.
(d) If
an amendment is defeated, then a further amendment may be moved to the original proposition.
However, only one amendment may be
submitted to the meeting for discussion at one time.
(e) The
mover of every original proposition, but not of an amendment, has the right to
reply. Immediately after this the question must be put from the chair. No other
member may speak more than once on the same question, unless permission is
given for an explanation, or the attention of the
chairperson is called to a point of order.
(f) Propositions
and amendments must be submitted in writing, if requested by the chairperson.
(g) Any
discussion may be closed by a resolution "that the question be now
put" being moved seconded, and carried. That resolution must be put to the
meeting without debate.
(2) Any
member, or visitor invited to attend the meeting by the board, may speak on any
issue at a meeting with the permission of the chairperson subject to any
conditions imposed by the chairperson.
(3) The
standing orders may be suspended for any period by ordinary resolution.
35. Attendance
and voting at general meetings
(1) The
right to vote attaches to membership and not shareholding.
(2) A
member of the co-operative is not entitled to vote at a meeting of the
co-operative unless that person is an active member of the co-operative.
(3) Subject
to the Act and this rule, every member of the co-operative has only one vote at
a meeting of the co-operative.
(4) A member of a co-operative who is
under 18 years of age is not entitled to vote.
(5) In
the case of joint membership -
(a) the joint members have only one vote between them; and
(b) that vote may be exercised by the member whose name appears
first in the register of members unless the other joint members otherwise
direct.
(6) Subject to the Act and these rules, a
question for decision at a general meeting, other than a special resolution,
must be determined by a majority of members present at the meeting and voting.
(7) In accordance with section 208(2) of
the Act, unless a poll is demanded by at least 5 members, a question for
decision at a general meeting must be determined by a show of hands.
(8) In
the case of an equality of votes at a meeting of the co-operative, whether on a
show of hands or on a poll, the chairperson of the meeting at which the show of
hands takes place or at which the poll is demanded may exercise a second or
casting vote.
36. Proxy voting
(1) Voting may be by proxy at a general
meeting.
(2) Any person who is entitled to attend and vote at any
meeting of the co-operative may appoint one other person as his or her proxy or
proxies to attend and vote at the meeting in his or her stead.
(3) A person must not act as proxy for more than 10 persons on
any one occasion.
(4) Sub-rule (3) does not apply if the person acts under an
instrument of proxy.
(5) The instrument of proxy may specify the manner in which a
proxy is to vote in respect of a particular resolution. An instrument of proxy
shall be in writing under the seal of or under the hand of an officer or attorney
duly authorised by a member.
(6) An instrument appointing a proxy may specify the manner in
which the proxy is to vote in respect of a particular resolution and, where an
instrument of proxy so provides, the proxy is not entitled to vote in the resolution
except as specified in the instrument.
(7)
An instrument appointing a proxy shall be deemed to
confer authority to demand or join in demanding a poll. An instrument
appointing a proxy shall be in a form approved by the board.
(8)
An instrument appointing a proxy shall not be
treated as valid unless the instrument, and the power of attorney or other
authority (if any) under which the instrument is signed or a notarially
certified copy of that power or authority, is or are deposited, not less than
48 hours before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote.
37.
Postal ballot
(1) The manner of voting shall be in accordance with the
regulations.
(2) A special postal ballot or a postal ballot must be held -
(a) when
required by the Act; or
(b) in accordance with section 202 of the
Act, on the written requisition of the number of active members of the
co-operative who together are
able to cast at least 20% of the total number of votes able to be cast at a meeting of the
co-operative; or
(c) if approved
by the members by ordinary resolution.
38. Poll at
general meetings
(1) If a poll (or ballot) is demanded by at least 5 members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
(2) A
poll demanded for the election of a person presiding or on a question of
adjournment must be taken immediately, but any other poll may be conducted at
any time before the close of the meeting.
39. Special
and ordinary resolutions
(1) A
special resolution is a resolution which is passed in accordance with sections
192 and 193 of the Act -
(a) by a two-thirds majority at a general meeting of members; or
(b) by a two-thirds majority in a postal ballot (other than a
special postal ballot) of members;
or
(c) by a three-quarters majority in a special postal ballot of members.
(2) An
ordinary resolution is a resolution passed by a simple majority at a general
meeting or in a postal ballot by members.
(3) A
special resolution has effect from the date that it is passed unless it is
required to be registered under section 196(2) of the Act.
40. Board of
directors
(1)
There shall be a board of 7 directors.
(2) A
director must be -
(a) a natural person; and
(b) not less than 18 years of age.
41. Qualifications
of directors
(1) A
person is not qualified to be a director unless he or she is -
(a)
a member of the co-operative or a representative of
a body corporate which is a member of the co-operative (“member director”); or
(b)
an employee of the
co-operative or a person qualified as set out in Appendix 5 (“independent
director”).
(2) In
accordance with section 213 of the Act, a person may only be elected or
appointed as an independent director if there are at least 3 member directors
appointed for each independent director.
(3) A
person must not act as a director if the person is disqualified under section
214 of the Act.
(4) The first directors shall be elected
at the meeting for the formation of the co‑operative.
42.
Retirement of directors
(1) At
the first annual general meeting of the co‑operative 4 of the directors
must retire and at the next annual general meeting 3 of the directors must
retire and this pattern of rotation is to continue in ensuing years.
(2) A
retiring director retains office until the close of the meeting at which his or
her successor is elected.
(3) The
directors to retire in any one year are, subject to the provisions as to the
filling of casual vacancies, those that have been longest in office since their
last election and if there are 2 or more directors who became directors on the
same day, those who retire must be determined by lot unless they otherwise
agree among themselves.
(4) A retiring director is eligible for
re‑election.
43. Election
of directors
(1) At
least 6 weeks before an annual general meeting, the board must -
(a) notify all members of the number of directors retiring at the
annual general meeting; and
(b) advise the members of -
(i) their eligibility to nominate as a director; and
(ii) the duties
and responsibilities of a director; and
(iii) the
anticipated remuneration (if any); and
(iv) the nomination
and election procedures.
(2) Not
less than 6 weeks before the annual general meeting, a notice must be displayed
at the registered office of the co-operative inviting nominations of candidates
for election as directors.
(3) A nomination must -
(a) be signed
by 2 or more members; and
(b) provide details of the qualifications and experience of the person nominated; and
(c) be
accompanied by a notice in writing signed by the candidate agreeing
to his or her nomination.
(4) The
nomination and the notice referred to in the sub-rule (3) must be lodged at the
registered office of the co-operative at least 21 days before the annual
general meeting.
(5) Details
of each person who has been nominated must be given to members with the notice
of the annual general meeting by the secretary or an officer nominated by the
board.
(6) Details to be provided to members
must include the candidate’s -
(a) name; and
(b) age; and
(c) qualifications
and experience; and
(d) length of
any previous service as a director of the co-operative or with any other
co-operative.
44. Manner of
election
(1) The
ballot for the election of directors must be conducted at the annual general
meeting in the manner that the board directs.
(2) If,
at the annual general meeting at which an election of directors ought to take
place, the place of any retiring directors is not filled, the meeting stands
adjourned until the same day and time in the next week and at the same place
unless another place is specified by a director or officer of the co-operative
-
(a) at the time of the adjournment; or
(b) by written notice to members given before the day to which
the meeting is adjourned.
(3) At the resumption of the adjourned
meeting nominations for any unfilled positions of director may be received and
an election may be held.
45. Casual
vacancy
If there is a casual vacancy in
the office of director under section 219 of the Act, the board may appoint a
person to fill that vacancy but the person appointed must retire at the next
annual general meeting.
46. Removal
from the office of director
The co-operative may by special
resolution remove any director from office before the end of the director’s
period of office.
47. Remuneration
In
accordance with section 229 of the Act a director of a co-operative must not be
paid any remuneration for services as a director other than fees, concessions
and other benefits that are approved at a general meeting of the co-operative.
48. Deputy directors
(1) In
the absence of a director from a meeting of the board, the board may appoint a
person to act as a deputy for that director.
(2) A
person appointed under sub-rule (1) must -
(a) be a member, if the absent director is a member;
(b) be a representative of a body corporate, if the absent
director is a representative of that
body corporate;
(c) be an employee or a person qualified as set out in Appendix
5, if the absent director is an employee or a person qualified as set out in
Appendix 5.
(3) A person
appointed as deputy may act in the place of the director for whom he or she is
deputy.
(4) The
other members of the board may by majority vote remove a deputy director from
office.
(5) A
deputy director vacates office -
(a) if the deputy director is removed from office under this
rule; or
(b) if the director for whom he or she is deputy ceases to hold office; or
(c) if the deputy director dies; or
(d) if the deputy director resigns.
(6) A
deputy director while acting as a director is entitled to the same remuneration
as that to which the director for whom he or she is deputy would have been
entitled.
49. Proceedings
of the board
(1) Meetings
of the board are to be held as often as may be necessary for properly
conducting the business of the co‑operative and must in any case be held
at least every three months.
(2) Questions
arising at any meeting shall be decided by a majority of votes.
(3) In
the case of an equality of votes, the chairperson has a second or casting vote.
(4) A
director may call a meeting of the board of directors by giving notice
individually to every other director.
(5) Except
in special circumstances determined by the chairperson, at least 48 hours
notice shall be given to the directors of all meetings of the board.
50. Quorum
for board meetings
The quorum for a meeting of the board is 4.
51. Chairperson
of board
(1) The chairperson of the board shall be
elected by the board.
(2) If
the chairperson of the board is unable or unwilling to preside or is not
present within 15 minutes after the time appointed for meetings of the board,
the members present must select one of their number to
preside.
(3) The
person selected under sub-rule (2) presides at the board meeting until the time
that the chairperson attends and is willing to act.
(4) The
board may by ordinary resolution remove the chairperson from office.
(5) A
chairperson shall be elected in the last month of each financial year.
52. Financial
year
The financial
year of the co-operative ends on the 30 June.
53. Seal
(1) In
accordance with section 254 of the Act, the co-operative must ensure that the
name of the co-operative appears in legible characters on its common seal and
official seals.
(2) The
common seal must be kept at the registered office of the co-operative in such
custody as the board directs.
(3) The
co-operative must have, for use in place of its common seal outside the State
where its common seal is kept, one or more official seals, each of which must
be a facsimile of the common seal of the co-operative with the addition on its
face of the name of every place where it is to be used.
(4) The seal of the co‑operative
must not be affixed to any instrument except in accordance with a resolution of
the board.
(5) Two directors must be present when
the common or official seal is affixed to an instrument by another person and
must sign the instrument so sealed.
(6) In accordance with section 49(2) of
the Act, the persons affixing the official seal must certify in writing on the
instrument to which it is affixed, the date and place at which it is affixed.
54. Indemnity
In accordance
with, but subject to sub-section 227(2) of the Act, the co-operative
indemnifies and shall keep indemnified every officer against any liability
incurred by the officer in the performance of his or her duties:
(a)
in defending proceedings (whether civil or
criminal) in which judgement is given in favour of the officer or in which the
officer is acquitted; or
(b)
in connection with
an application in relation to such proceedings in which relief is granted to
the officer under section 227 of the Act.
55. Custody
and inspection of records
A person is entitled to make a copy of entries in a
register specified in section 246(1) of the Act -
(a) if the copy is a photocopy or electronic copy, on payment of
a fee of $1 per page to a
maximum of $20; and
(b) in any other case, free of charge.
56. Banking
(1) The
board must ensure that -
(a)
a banking account or accounts are kept in the name
of the co-operative; and
(b)
all money received
by the co-operative is paid into that account or those accounts as soon as
possible after it is received.
(2) All
cheques drawn on such accounts and all drafts, bills of exchange, promissory
notes, and other negotiable instruments for and on behalf of the co-operative,
must be signed by any 2 or more directors.
57. Safekeeping
of securities
The co-operative must keep the
securities of the co-operative safely in the manner
and with the provision for their safety that the board directs.
58. Audit
(1) The
accounts of the co-operative must be audited in accordance with section 238 of
the Act and the regulations made under that section.
(2) Auditors
must be appointed in accordance with the regulations under section 238 of the
Act to audit the accounts of the co-operative.
(3) Audits
must be carried out annually.
59. Co‑operative
funds
(1) The
board may resolve to retain all or any part of the surplus arising in any year
from the business of the co-operative to be applied for the benefit of the
co-operative.
(2) Any
part of the surplus arising in any year from the business of the co-operative
or any part of the reserves may -
(a) be paid to a member by way of rebate based on the business
done by the member with the co-operative; or
(b) be applied by the issue of bonus shares to a member; or
(c) be paid to a member by way of limited dividend (as defined
in section 273(3) of the Act) on shares held.
(3) The rebate, bonus shares or
limited dividend -
(a) must be
declared at the annual general meeting of the
co-operative; and
(b) must not
exceed the amount recommended by the board; and
(c) in the case
of dividend must not exceed the amount permitted by the Act and regulations.
(4) The
amount of any rebate or dividend payable to a member under sub-rule (2) may,
with the consent of the member, be applied -
(a) in payment for the issue to the member of bonus shares; or
(b) as a loan to the co-operative.
(5) Any
part of the surplus arising in any year from the business of the co-operative
may be credited to any person who is not a member, but is qualified to be a
member, by way of rebate in proportion to the business done by him or her with
the co-operative, if -
(a) the person was a member at the time the business was done
and the membership has lapsed; or
(b) the person has applied for membership after the business was
done.
(6) Nothing
in sub-rule (5) precludes the payment of a bonus to an employee in accordance
with the terms of his or her employment.
(7) A
part of the surplus, not exceeding 5% arising in any year from the business of
the co-operative may be applied for one or both of the following -
(a) charitable purposes; or
(b) supporting any activity approved by the co-operative.
(8) The
board must give notice of any dividend, rebate or bonus share that has been
declared by displaying it at the registered office of the co-operative and in
any other manner the board determines.
(9) Except
where the Act or these rules specify otherwise interest does not accrue to a
member on any dividend rebate or bonus share held by the co-operative for a
member.
60. Provision
for loss
Subject
to section 271 of the Act, the board may resolve to retain part of the surplus
arising from the business of the co-operative in any year to be applied to meet
any loss on the transactions of the co-operative.
61. Winding
up
The winding up of the co-operative must be in
accordance with Part 12 of the Act.
CERTIFICATION
We the
undersigned, certify that this is a copy of the rules which was presented to
the formation meeting on
..................................... (date) at
.........................................................
.................................................................................................................................
(location)
for the purpose of forming a co-operative to be known
as:'
...........................................................................................................
(name of co-operative)
...................................................................
Chairperson of Formation Meeting
Signature
...................................................................
Secretary of Formation Meeting
Signature
Note: This certification is signed at the
Formation Meeting which is held after the rules have been approved by
the registrar and returned to the sponsors of the proposed co-operative.
Appendix 1
Schedule
of charges -
Copies of entry in register refer to rule 55
Duplicate share certificate $10 (maximum)
Transfer of shares $10
Transfer
of charge
(inclusive
of transfer of debenture) $10
Copy of rules $5 plus $1 for
each page after the first page to a maximum of $10.
Appendix 2
Part 1
Name
of co-operative -
SMARTimbers
Co-operative Ltd
Part 2
Primary
activity –
The provision to its
members of services in the fields of:
·
marketing of forest products
·
value adding to forest products
·
forest and plantation management
Part 3
Active
membership requirements -
To
maintain active membership of the co-operative a member must:
·
conduct trade with the co-operative to an amount of
at least $500, or such greater amount as may be determined by the Board from
time to time, in any three year period; or
·
subscribe to services
provided by the co-operative to an amount of at least $50, or such greater
amount as may be determined by the Board from time to time, in any one year
period.
Appendix 3
Part 1
Fines -
The maximum fine applicable
to the co-operative is $1000.00
[Note: The Act does not
permit a fine exceeding $1000.00]
Part 2
A member is required to
hold at least 1000 shares. The nominal
value of a share is $1, and the amount payable per share is 10 cents, or as
subsequently determined by the Board in accordance with Rule 15.
Fees
- nil, or as otherwise
determined by the Board
Charges
- nil, or as otherwise
determined by the Board
Subscriptions
- nil, or as otherwise determined by the
Board
Appendix 4
This form can be used either for a transfer of
shares or debentures.
I, A.B (“the
transferor”) of.................................................in the State of
in
consideration of the sum of $
............................................................
paid to me
by C.D.(“the transferee”) of.......................................in
the State of..................
transfer to
the transferee the share (or
shares)/debenture or debentures numbered....................
in the
...................................................................[Name of
co-operative]
to be held
by the transferee, the transferee's executors, administrators, and assigns,
subject to the several conditions on which I hold the same at the time of the
execution,
and I, the transferee, agree to take the share (or shares)/debenture or debentures subject to the
conditions previously referred to in this document.
Dated this
.................. day of ................................. 19...........
Signed by
..............................................................................................transferor.
In the presence
of ...................................................................witness.
....................................................................................witness
address
Signed by
...............................................................................................transferee.
In the presence
of .................................................................witness.
.....................................................................................witness
address
Appendix 5
Qualifications
of an independent director –
An
independent director shall be:
·
a person with professional qualifications and
experience in financial management; or
·
a person with professional qualifications and
experience in marketing; or
·
a person with
demonstrable expertise in either of these fields.