Australian Capital Territory
Cooperatives (Model Rules – Trading Cooperative) Approval 2011
Notifiable instrument NI2011 - 326
made under the  
Cooperatives Act 2002, section 106(1)

1	Name of instrument
This instrument is the Cooperatives (Model Rules - Trading Cooperative) Approval 2011.

2	Commencement
This instrument commences on the day after it is notified.

3	Approval
I approve the attached model rules to apply to trading cooperatives incorporated in the Australian Capital Territory after the date of commencement of this instrument.
Note: Section 106(3) provides: 
“If the model rules provide for a matter and the rules of a cooperative to which the model rules apply do not provide for the matter, the provision of the model rules relating to the matter is taken to be included in the rules of the cooperative.”

Peter Quinton
Registrar of Cooperatives
24 June 2011

R U L E S   O F

[Name of Cooperative]

A Trading Cooperative

REGISTERED UNDER THE COOPERATIVES ACT 2002 (A.C.T.)

The rules and their legal effect

These rules have the effect of a contract under seal between the cooperative and each of its members, as well as between a member and each of the other members.  Each member, office-bearer, and director must agree to observe and perform the requirements of the rules applicable to them.

The rules should be read in conjunction with the Cooperatives Act 2002 and the Regulation to that Act.  The Act and the Regulation are available at http://www.legislation.act.gov.au/a/2002-45/default.asp. 

The Schedules provide information specific to the cooperative and are linked to the rules.  The rules and Schedules should be read together.

In the application of a rule, the interpretation that would best achieve the purpose of the rule and the objects of the cooperative, as well as cooperative principles, is to be used in preference to any other interpretation.

Schedule 1
Part 1 - Name of cooperative	 Rule 1.3
The name of the cooperative is:

Part 2 - Objects	 Rule 1.4
The objects of the cooperative are:

Part 3 - Active membership provision	 Rule 2
The primary activity(ies) of the cooperative is/are:

In order to establish active membership of the cooperative a member must:

Part 4 – Member qualifications	 Rule 3.1
The qualifications for membership of the cooperative are:

Part 5 – Period of inactivity prior to cancellation	 Rule 5.1(a)
The period of inactivity prior to cancellation is:

Schedule 2
Schedule of fees 
		Annual subscription (maximum):		$			Rule 7.2(a)
		Duplicate share statement			$			Rule 25.2(b)
		Entrance fee (maximum):			$			Rule 7.1(a)
		Maximum fine:					$			Rule 8
		Transfer of debentures:			$			Rule 16(e)
		Transfer of shares:				$			Rule 30.1(f)

Schedule 3
Part 1 – Requisition of general meetings	 Rule 20.2
The required percentage of members to requisition a general meeting is:

Part 2 - Quorum at general meetings	 Rule 21.2(a)
The number of members required for a quorum is:

Schedule 4
Part 1 - Number of directors, composition of the board and term of office of directors	 Rule 11.1(a)
The number of directors of the cooperative is:

The positions on the board shall consist of:

The term of office of a director is:

Part 2 – Qualifications of independent directors	Rule 11.2(d)
The qualifications for independent directors are:

Part 3 - Retirement of directors	 Rule 11.7(a)
The directors shall retire as follows:

Schedule 5
Part 1 – Nominal value of shares	Rule 24.1(a)
The nominal value of each share is:

Part 2 – Minimum share holding	Rule 24.2
The minimum number of shares a member must hold is:

Schedule 6 - Changes to the model rules 

RULES

1 Definitions and name
1.1 Definitions
In these rules, unless the context otherwise requires:
a) “Act” means the Cooperatives Act 2002;
b) “active member” means a member who is in active membership within the
provisions of Rule 2.2 and Part 3 of Schedule 1;
c) “alter” or a similar word or expression used in relation to a rule amendment
includes add to, substitute and rescind;
d) “auditor” means the auditor or auditors for the time being of the cooperative
appointed in accordance with the rule relating to audit;
e) “board” means the board of directors of the cooperative and includes a
committee of management of the cooperative;
f) “business day” means a day that is not a Saturday, Sunday, public holiday or
bank holiday in the Australian Capital Territory;
g) “director” includes:
i) a person who occupies or acts in the position of a director or member of
the board of the cooperative, whether or not the person is called a director
and whether or not the person is validly appointed or duly authorised to act
in the position; and
ii) a person in accordance with whose directions or instructions the directors
or members of the board of the cooperative are accustomed to act;
h) “may” or a similar word or expression used in relation to a power of the board
indicates that the power may be exercised or not exercised at the board's
discretion;
i) “member” means a member of the cooperative;
j) “month” means a calendar month;
k) “prescribed” means prescribed by the Act or under the Act by Regulation;
l) “provision” in relation to the Act, means words or other matter that form or
forms part of the Act, and includes:
i) a chapter, part, division, subdivision, section, subsection, paragraph,
subparagraph, sub-subparagraph or Schedule of or to the Act; and
ii) a section, clause, subclause, item, column, table or form of or in a
Schedule to the Act; and
iii) the long title and any preamble to the Act;
m) “Registrar” means the Registrar of Cooperatives or any person to whom the
Registrar's functions are delegated from time to time;
n) “Regulation” means any Regulation made under the Act, and any Regulation
that applies to a cooperative by way of a transitional Regulation made under the
Act;
o) “remuneration” means any money, consideration or benefit but does not
include:
i) amounts in payment or reimbursement of out-of-pocket expenses incurred
for the benefit of the cooperative or any subsidiary of the cooperative; or
ii) in relation to an employee director, remuneration received or due and
receivable as an employee;
p) “Schedule” means a Schedule to these rules;
q) “secretary” means any person appointed by the board as secretary of the cooperative in accordance with section 220 of the Act;
r) “shall” or a similar word or expression used in relation to a power of the board
indicates that the power must be exercised, subject to the Act or the rule granting
the power;
s) “share” means a share in the capital of the cooperative;
t) “special business” means all business of a general meeting other than the
ordinary business of the annual general meeting;
u) “special general meetings” means all general meetings of the cooperative
other than the annual general meeting;
v) “writing” includes printing, typing, lithography, electronic and other modes of
representing or reproducing words in a visible form, and “written” has a
corresponding meaning;
w) words importing one gender include the other gender;
x) words importing persons include bodies corporate;
y) words in the singular include the plural, and vice versa;
z) words or expressions used have the same meanings as those given to them by
the Act and Regulation.
1.2 Definitions – Interpretation provisions
a) A reference in these rules to “the Act” includes a reference to the Act as
originally enacted and as amended from time to time since its original enactment.
b) A reference in these rules to a provision in “the Act” includes a reference to:
i) the provision as originally enacted and as amended from time to time since
the original enactment;
ii) if the provision has been omitted and re-enacted since the enactment of
the reference, the provision as re-enacted and as amended from time to
time since its re-enactment; and
iii) if the provision has been omitted and replaced with a new provision dealing
with the same area of law or procedure, the new provision as enacted and
as amended from time to time since its enactment.
c) In the interpretation of a rule, or paragraph of a rule, the interpretation that will
best achieve the purpose of the rule is to be preferred to any other interpretation.
This provision applies whether or not the purpose is expressly stated in the rule
or paragraph of the rule.
d) In these rules, unless the context indicates a contrary intention, headings are for
convenience and do not affect interpretation.
1.3 Name
The name of the cooperative is specified in Part 1 of Schedule 1.
1.4 Objects
The objects of the cooperative, if any, are set out in Part 2 of Schedule 1.
1.5 Trading cooperative
The cooperative is a trading cooperative within the meaning of section 17 of the Act.
2 Active membership provisions
2.1 Primary activity
The primary activitv(ies) of the cooperative is/are set out in Part 3 of Schedule 1.
2.2 Active membership requirements
In order to establish active membership of the cooperative, a member must comply
with the requirements set out in Part 3 of Schedule 1.
3 Admission to membership
3.1 Qualifications for membership
In order to qualify for membership of the cooperative, a person shall meet the
qualifications, if any, set out in Part 4 of Schedule 1.
3.2 Application for membership
a) The board, or a person authorised by the board, shall provide applicants for
membership of the cooperative with:
i) the documents specified in sections 144 (unless exempt under section
146) and 73 of the Act; and
ii) a written notice of any intending or prescribed entry or periodic fees that a
person or an organisation will be liable to pay on becoming a member of
the cooperative.
b) Applications for membership shall be lodged with the secretary in a format
approved by the board.
c) The board shall consider every application. If the applicant is admitted to
membership, the applicant's name, date of admission and any other information
required under the Act shall be entered in the register of members and shares.
The applicant shall be notified in writing of the entry in the register within 14 days
of the approval.
d) The board may, at its discretion, refuse admittance to membership and need
assign no reasons for such refusal. Upon refusal, any deposit made by the
applicant shall be refunded without interest.
e) In considering an application for membership, the board shall ensure that a
person or an organisation is not admitted as a member unless there are
reasonable grounds for believing that the person or organisation will be an active
member.
4 Members
4.1 Members of the cooperative
The members of the cooperative are those persons or bodies corporate who:
a) signed the application for registration of the cooperative; or
b) are admitted to membership by the board; or
c) become members by:
i) a transfer of engagements to the cooperative;
ii) a scheme of arrangement; or
iii) operation of law.
4.2 Rights and liabilities of members
a) The rules of the cooperative have the effect of a contract under seal:
i) between the cooperative and each member;
ii) between the cooperative and each director, the principal executive officer
and the secretary of the cooperative; and
iii) between a member and each other member.
b) Under the contract, each of those persons agrees to observe, perform or abide
by:
i) the provisions of the rules applicable to that person; and
ii) the provisions of the Act and the Regulation;
in force and as amended from time to time.
c) A member shall be entitled on demand to a copy of the rules upon payment of
the prescribed fee. Any person may inspect a copy of these rules free of charge
at the registered office during all reasonable hours.
d) A member shall not, as a member of the cooperative, be under any personal
liability to a creditor of the cooperative.
e) A member shall, in accordance with sections 72 and 74 of the Act, be liable to
the cooperative for the amount, if any, unpaid on the shares held by that
member, together with any charges, including entry and periodic fees, payable
by the member to the cooperative as required by these rules.
f) On the death of a member, the member's estate is subject to the same liability as
the member would have been until the member's personal representative or
some other person is registered in the member's place. The board shall follow
the provisions in Division 3 Part 4 of the Act in dealing with a deceased
member’s estate.
5 Cancellation and expulsion of members
5.1 Cancellation of membership
a) Pursuant to section 126 of the Act, the board shall, after giving notice in
accordance with section 131 of the Act, declare the membership of a member
cancelled if:
i) the whereabouts of the member are not presently known to the cooperative
and have not been known to the cooperative for a continuous
period of at least 3 years, or if a shorter period is specified in Part 5 of
Schedule 1, that period, before the date of cancellation; or
ii) the member is not presently an active member and has not been an active
member at any time during the period specified in paragraph (a)(i) above
immediately before the date of cancellation.
b) The board is to declare the shares of a member forfeited at the same time as the
membership is cancelled and the amounts due in respect of that cancellation and
forfeiture shall be dealt with and repaid in accordance with sections 133 - 135
(inclusive) of the Act.
c) The board shall not be required to give notice if the member’s whereabouts are
unknown to the cooperative and the amount required to be repaid to the
member in respect of the cancelled membership (whether by reason of the
cancellation of share or otherwise) does not exceed $50, or such other amount
as may be prescribed.
5.2 Expulsion of members
a) A member may be expelled from the cooperative by special resolution for:
i) failing to discharge the member's obligations to the cooperative, whether
prescribed by these rules or arising out of any contract; or
ii) conducting themselves in a manner prejudicial or detrimental to the
interests of the cooperative; or
iii) ceasing to be qualified as a member as specified in Rule 3.1.
b) A notice of special resolution to expel a member shall be forwarded to the
member not less than 21 days before the date of the meeting at which the
special resolution is to be moved. The notice shall state the date, time and place
of the meeting and shall also state the nature of the relevant act or omission.
c) At the meeting, the member shall be afforded a reasonable opportunity to be
heard. If the member is not able to attend, they may make a written statement
for the consideration of members present at the meeting. If the member fails to
attend at the time and place mentioned without reasonable excuse, the act or
omission shall be considered and the cooperative may decide on the evidence
before it, in spite of the absence of the member. Following such consideration,
the members of the cooperative may decide to expel the member.
d) The members of the cooperative shall not make a decision on an expulsion,
except by vote by secret ballot. A motion for that decision shall not be deemed
to be passed unless two-thirds of the members so present and so entitled, vote
in favour of the motion.
e) If the cooperative resolves to expel the member, the secretary must, within 7
days after the meeting, cause written notice to be given to the member of the
decision.
f) Expulsion of a member shall not be effective until the special resolution expelling
the member is registered.
g) The shares of any member expelled shall be cancelled as at the date the
expulsion is effective and the cancellation shall be noted in the register of
shares.
h) In accordance with section 77 of the Act, the cooperative shall pay to the
expelled member the amount of capital paid up on the member's shares at the
time of expulsion (less any amount owing by the member to the cooperative).
i) An expelled member shall not be re-admitted as a member unless such readmission is approved by special resolution. A member so re-admitted shall not
have the shares restored that were cancelled on the member’s expulsion.
5.3 Suspension of members
a) A member may be suspended by a resolution passed by the board, for a period
not exceeding six months, for any of the following:
i) infringing any of the rules or by-laws of the cooperative; or
ii) failing to discharge obligations to the cooperative, whether prescribed by
these rules or arising out of contract; or
iii) conducting themselves in a manner prejudicial or detrimental to the
interests of the cooperative.
b) Where the board receives a complaint that a member has committed any act
referred to in paragraph (a), the board may meet within 21 days of the
occurrence of the act to consider the complaint.
c) Where the board is to meet pursuant to paragraph (b), the following procedure
shall apply:
i) At least 7 days written notice stating the date, time and place of the board
meeting shall be given to any member against whom a complaint has been
received. The written notice shall also state the nature of the complaint.
ii) At the meeting, the member shall be afforded a reasonable opportunity to
be heard. If the member is not able to attend, they may make a written
statement for the consideration of the members of the board. If the
member fails to attend at the time and place mentioned without reasonable
excuse, the complaint shall be considered and the board may decide on
the evidence before it, in spite of the absence of the member. Once the
complaint has been considered, the board may decide to suspend the
member.
iii) A resolution on the complaint or on a suspension shall not be deemed to
be passed unless two-thirds of the board members so present vote in
favour of the resolution.
d) If the board resolves to suspend the member, the secretary must, within 7 days
after the meeting, cause written notice to be given to the member of the decision
and of the member’s right to appeal.
e) The suspension does not take effect:
i) until the expiration of the period within which the member is entitled to
appeal against the board’s decision; or
ii) if within that period the member exercises the right of appeal, unless and
until the cooperative confirms the board’s decision;
whichever is the later.
5.4 Right of appeal of suspended member
a) A member who has been suspended by resolution of the board may appeal to
the cooperative in general meeting within 7 days after notice of the decision is
served on the member, by lodging a notice of appeal with the secretary.
b) On receipt of the notice of appeal, the secretary must notify the board, which is
to convene a general meeting of the cooperative to be held within 28 days after
the date on which the secretary received the notice of appeal, to consider a
special resolution to confirm the board’s decision to suspend the member.
c) At the general meeting of the cooperative convened under paragraph (b):
i) no business other than the question of appeal is to be transacted; and
ii) the board and the member must be given the opportunity to state their
respective cases orally or in writing, or both; and
iii) the members present are to vote by secret ballot on the question of
whether the board’s decision should be confirmed.
d) If the special resolution confirming the board’s decision to suspend the member
is passed, the member’s suspension shall take effect from that time. If the
special resolution confirming the board’s decision to suspend the member is not
passed, the board resolution is revoked.
5.5 Rights of suspended member
A member who has been suspended shall not be entitled to the rights of membership
and use of the cooperative’s facilities but remains liable for all their obligations as a
member under these rules and the Act.
6 Ceasing membership
Membership of the cooperative ceases in the circumstances set out in sections 67
and 68 of the Act.
7 Charges or subscriptions which are to be payable by a member
7.1 Entrance fees
a) Every applicant for membership may be required to pay a once only entrance
fee. The entrance fee may be fixed by the board but must not exceed the sum
specified in Schedule 2.
b) A member whose membership ceases may apply to the board for a refund of all
or part of the entrance fee. Such refund will be at the discretion of the board.
7.2 Annual subscriptions
a) Members may be required to pay an annual subscription which shall:
i) be in addition to any other charges payable under the rules;
ii) be determined by the board from time to time with any increase in the
annual subscription to be announced at the annual general meeting in
accordance with Rule 20.8;
iii) be payable, in advance, within the period set by the board; and
iv) not exceed the sum specified in Schedule 2 in any financial year.
b) Notwithstanding paragraph (a)(iii), the board may in the event of unusual
circumstances, either generally or in a specific case, extend a period for the
payment of the annual subscription, even though the previous period has
expired.
c) A member whose membership ceases may apply to the board for a refund of any
pre-paid subscriptions. Such refund will be at the discretion of the board.
d) An annual subscription is a debt due from the member to the cooperative for the
purpose of Rule 7.3.
7.3 Charges
The cooperative has a charge in respect of any debt due from a member or past
member to the cooperative, as specified by section 76 of the Act. The board may act
in respect of any such charge on shares in accordance with section 76 of the Act and
Rule 29.2.
7.4 Compulsory loans from members
a) The cooperative may, in accordance with section 268 of the Act, require its
members to lend money to the cooperative, with or without security, in
accordance with a proposal approved by the members by special resolution.
b) Any such proposal must be accompanied by a disclosure statement approved by
the Registrar.
8 Fines payable by members
The board may impose on a member a maximum fine specified in Schedule 2 for any
infringement of the rules or by-laws. No fine exceeding $20 is to be imposed unless
the provisions of section 75 of the Act have been complied with.
9 Grievance procedures for settling disputes
a) In this rule:
i) “party” includes:
A) a member of the cooperative;
B) any aggrieved person who has ceased to be a member in the last six months;
C) any person claiming through or under a member or any aggrieved
person referred to in subparagraph (a)(i)(B); and
D) the cooperative, including the board or any other officer of the cooperative;
ii) “dispute” may only refer to a matter affecting a person of the type
mentioned in subparagraphs (a)(i)(A)-(C).
b) If a dispute arises, a party shall not commence any court or arbitration
proceedings relating to the dispute unless it has complied with the provisions of
this rule, except where the person seeks urgent interlocutory relief.
c) A party claiming that a dispute has arisen must give written notice to the other
party or parties specifying the nature of the dispute.
d) On receipt of that notice by that other party or parties, the parties must
endeavour to resolve the dispute expeditiously.
e) If the parties do not agree within seven days of receipt of the notice (or such
further period as agreed in writing between them) as to:
i) the timetable for all steps in the procedures; and
ii) the selection and compensation of the independent person required for
mediation;
the dispute shall be settled by arbitration in accordance with the Commercial
Arbitration Act 1986.
f) Nothing in this rule shall extend to any dispute as to the construction or effect of
any mortgage or contract contained in any document other than these rules.
10 Powers of the cooperative and the board
10.1 Legal capacity and limitation of powers
The cooperative shall have the legal capacity of a natural person and have all the
powers allowed by or under the Act.
10.2 By-Laws
The board shall have power to make by-laws, not inconsistent with the Act, the
Regulation or the rules, relating to the conduct of members or to the operations of the
cooperative. A breach of a by-law shall be deemed to be an infringement of the rules
for the purposes of fines.
11 Board of directors
11.1 Board
a) There shall be a board of directors, each of whom shall be a natural person and
at least 18 years old. In accordance with section 211 of the Act, the business of
the cooperative shall be managed by the board of directors. The number and
terms of office of directors and positions on the board are set out in Part 1 of
Schedule 4.
b) Subject to Rule 11.6, the directors shall hold office until the end of the annual
general meeting at which their term expires.
11.2 Qualifications of directors
A person is eligible to be elected as director of the cooperative provided the person:
a) is an active member of the cooperative (active member director); or
b) is a representative of a body corporate, that is an active member of the cooperative (active member director); or
c) is an employee of the cooperative (independent director); or
d) holds the qualifications (if any) set out in Part 2 of Schedule 4 (independent
director).
11.3 Election of directors
a) Board members will be elected in the manner specified in this rule. At an annual
general meeting at which a director retires, the vacated office may be filled in the
manner specified in this rule.
b) At least six (6) weeks before an annual general meeting, the board must:
i) notify all members of the number of directors retiring at the annual general
meeting; and
ii) advise the members of:
A) their eligibility to nominate as a director;
B) the duties and responsibilities of a director;
C) the anticipated remuneration (if any); and
D) the nomination and election procedures.
c) A notice must also be displayed at the place of business of the cooperative,
inviting nominations of nominees to serve as directors.
d) A nomination must:
i) be signed by two (2) or more members;
ii) provide details of the qualifications and experience of the person
nominated; and
iii) be accompanied by a notice in writing signed by the nominee consenting to their nomination.
e) The nomination and the notice of consent must be lodged with the secretary of
the cooperative at least 30 days before the annual general meeting.
f) The secretary, or an officer nominated by the board, shall give details of each
person who has been nominated to members with the notice of the annual
general meeting. Details to be provided to members must include the nominee’s:
i) name;
ii) qualifications and experience; and
iii) length of any previous service as a director of the cooperative or with any
other cooperative.
g) Where the number of nominees equals the number of vacancies, the nominees
will be declared elected at the annual general meeting.
h) If there are insufficient nominees to fill all vacancies, the nominees will be
declared elected at the annual general meeting and nominations for people to fill
the remaining vacancies shall be called from the floor and a ballot held if
required.
i) Where the number of nominees exceeds the number of vacancies, the election
of directors shall be conducted at the meeting by ballot as follows:
i) A returning officer is elected at the meeting. The directors, secretary, or
anyone who has an interest in the election, are not eligible to be the
returning officer;
ii) All nominees are to be listed on the ballot form in alphabetical order;
iii) The returning officer is responsible for determining the validity of and
counting of the votes;
iv) If there is an equality of votes, the outcome shall be determined by lot;
v) The returning officer is to declare the election results.
j) If any vacancies remain at the end of the meeting, such vacancies shall be
casual vacancies and shall be filled in accordance with Rule 11.6.
11.4 First meeting of the board
At the first meeting of the board following the annual general meeting, the directors
shall:
a) elect persons from their number to fill any vacancies in the positions specified in
Part 1 of Schedule 4; and
b) appoint a person to act as the cooperative’s secretary as specified in section
220 of the Act if necessary.
11.5 Vacation of office of director
A director vacates office in the circumstances provided in the section 219 of Act.
11.6 Filling of casual vacancies
A casual vacancy on the board may be filled by appointment by the board in accordance with section 212 of the Act.
11.7 Retirement of directors
a) At the first annual general meeting of the cooperative, and at the annual general
meeting in each subsequent year, the directors shall retire as specified in Part 3
of Schedule 4.
b) The directors to retire in any year shall (subject to the provision as to filling
casual vacancies) be those who have been longest in office since their last
election. Retirement of persons who became directors on the same day, shall
(unless they otherwise agree among themselves) be determined by lot. In such
case, the order for retirement shall be the order in which the names are
withdrawn.
11.8 Removal of director from office
The cooperative may, by ordinary resolution, remove any director before the
expiration of the director's period of office. The resulting vacancy shall be filled as
provided under Rule 11.6.
11.9 Directors’ remuneration
The directors shall receive such remuneration for their services as shall be determined at a general meeting and all necessary expenses incurred by them in the business of the cooperative shall be refunded to them.
11.10 Delegation and board committees
a) The board may, by resolution in accordance with section 218 of the Act, delegate
the exercise of any of the board’s functions (other than this power of delegation).
b) The board may by resolution appoint committees comprising directors, members
or members and other persons, to act in an advisory role to the board and to any
committees of directors in accordance with section 218 of the Act.
c) A committee may elect a chairperson, may meet and adjourn as it thinks proper,
and shall follow the procedures specified for board meetings in Rule 12.
11.11 Deputy directors
a) A director may, from time to time, apply, in writing, for any active member (other
than an employee of the cooperative, the auditor or a partner or employer or
employee of the auditor) to be appointed by the board as a deputy director to sit
in the director’s place on the board.
b) A person appointed as a deputy director must have similar qualifications to the
absent director.
c) A deputy director shall be entitled to notice of meetings of the directors. In the
absence of the nominating director, the deputy director is entitled to attend and
vote at board meetings and to sign resolutions and to exercise such powers,
authorities, and discretions as are vested in or would otherwise be exercisable
by the nominating director. The attendance of the deputy director at any meeting
of the board shall be deemed to be attendance by the nominating director.
d) The remuneration of any such deputy director shall be payable out of the
remuneration payable to the nominating director and shall consist of such portion
of the last mentioned remuneration as shall be agreed between the deputy
director and the nominating director.
e) A deputy director shall vacate office if the nominating director ceases to be a
director or on a majority of the other directors removing him or her from office.
An appointment or removal under this rule must be in writing and notice thereof
must be served on the deputy director and the appointment or removal shall take
effect forthwith upon the service thereof. Service of any such notice may be
effected in accordance with these rules.
f) A deputy director whilst acting in the absence of the nominating director shall not
be an agent of the nominating director and the nominating director shall not be
liable for the actions of the deputy director.
12 Meetings of the board
12.1 Meetings
a) Meetings of the board shall be held at least once every three (3) months in
accordance with section 215 of the Act and as often as the board considers
necessary.
b) Questions arising at any meeting shall be decided by a majority of votes.
c) The quorum for a meeting of the board shall be 50% of the number of directors
provided active member directors present outnumber independent directors
present by at least one (1).
d) A director shall not vote in respect of any contract or proposed contract with the
cooperative in which the director is in any way interested or in respect of any
matter arising out of such a contract or proposed contract.
12.2 Chairperson of board
a) The board shall elect one of their number to act as the chairperson of the board.
b) The chairperson may be removed as chairperson by a resolution of the board.
Such a person remains a director after their removal as chairperson.
c) If:
i) the chairperson is not present within 10 minutes after the time appointed
for holding the meeting;or
ii) the chairperson is unwilling to act as chairperson of the meeting;
then the directors present may choose one of their number to be chairperson of
the meeting until such time as the chairperson attends and is willing to act in that
capacity.
12.3 Transaction of business outside board Meetings
The board may transact any of its business in a manner specified in section 216 of the Act.
12.4 Minutes of meetings
a) In accordance with section 210 of the Act, the board shall have minutes of
meetings recorded in books provided for the purpose within 28 days after the
meeting, and in particular of:
i) all appointments of officers and employees made by the directors;
ii) the names of the directors present at each meeting of the board and of any
committee of the board; and
iii) all resolutions and proceedings at all meetings of the cooperative and of
the board and of committees.
b) The confirmation of such minutes, signed by the chairperson, shall be taken as
the first business at the next succeeding meeting of the cooperative, board, or
committee to which the minutes relate. If it is impracticable for the minutes to be
confirmed at that meeting, the minutes shall be confirmed at the next succeeding
meeting.
c) Directors present at any meeting shall sign their name in a book to be kept for
that purpose.
d) The minutes of board meetings and subcommittee meetings are only to be made
available for inspection by members where the board considers it appropriate.
13 Seal
a) The cooperative shall, as required by section 255 of the Act, have the
name of the cooperative appear in legible characters on its common seal. The
common seal shall be kept at the registered office in such custody as the board
shall direct. The cooperative may have one or more official seals in accordance
with section 49 of the Act.
b) The common seal or official seal of the cooperative shall not be affixed to any
instrument except by resolution of the board. The seal must be affixed by a
director of the cooperative in the presence of another director or officer of the
cooperative and be authenticated by the signature of both persons.
c) The person affixing the official seal shall certify in writing on the instrument to
which it is affixed, the date and place at which it is affixed.
d) The cooperative may, in accordance with section 48 of the Act, by writing under
its common seal, empower its agent or attorney (either generally or in respect of
a specified matter or specified matters) to execute deeds on its behalf.
14 Cooperative funds
14.1 Accounts
a) The board shall have the accounts, statements and directors' report prepared in
accordance with the Corporations Act 2001, as applied by the Act and the
Regulation.
b) The board shall submit those accounts, statements and report, together with the
auditors' report on those accounts, to the annual general meeting of the cooperative,
in accordance with the Corporations Act 2001 as applied by the Act
and the Regulation.
c) The board shall send a copy of all documents required to be submitted to each
member at least 21 days before the date of the annual general meeting.
14.2 Banking
a) The board shall have a banking account or accounts in the name of the cooperative, into which all money received shall be paid as soon as possible after
receipt.
b) All cheques drawn on such accounts and all drafts, bills of exchange, promissory
notes, and other negotiable instruments for and on behalf of the cooperative,
shall be signed by 2 directors or by any 2 persons authorised by the board.
15 Custody of securities belonging to the cooperative
15.1 Custody of the securities and records
A person or persons appointed by the board annually shall have the custody of the
securities and records of the cooperative. For the purposes of this rule, “securities”
includes, but is not limited to, shares and debentures held by the cooperative.
15.2 Registered office
The cooperative shall have a registered office, the address of which is recorded in the public register maintained by the Registrar. The board shall ensure that the record is accurate by notifying the Registrar of any change of address within 28 days after the change, in the form approved by the Registrar.
15.3 Documents to be kept
a) The cooperative shall keep at the registered office, or such other location as
specified in section 246 of the Act, available during all reasonable hours for
inspection by any person free of charge:
i) a copy of the Act and the Regulation;
ii) a copy of the rules of the cooperative; and
iii) a copy of the last annual report of the cooperative under section 250 of the
Act.
b) The cooperative shall keep at the registered office, or such other location as
specified in section 246 of the Act, available during all reasonable hours for
inspection by any member free of charge, all the registers specified in section
247 of the Act.
c) A member is entitled to make a copy of entries in a register specified in
subparagraph (b) on payment of the prescribed fee.
16 Transfer of debentures
a) A debenture of the cooperative cannot be sold or transferred except with the
consent of the board.
b) The instrument of transfer of any debenture shall be executed by or on behalf of
the transferor and the transferee. The transferor shall be deemed to remain the
holder of the debenture until the name of the transferee is entered in the register
of debentures held by the cooperative.
c) Debentures shall be transferred in a form approved by the board.
d) The board may decline to register any transfer of debentures. If the board
refuses to register a transfer of debentures, it shall send notice of the refusal to
the transferee within 2 weeks after the date on which the board declined to
register the transfer.
e) The board may decline to recognise any instrument of transfer unless:
i) the fee specified in Schedule 2 is paid to the cooperative for the transfer;
and
ii) the instrument of transfer is accompanied by such evidence as the board
may reasonably require to show the right of the transferor to make the
transfer.
f) The board shall have a record of all transfers made in the appropriate register.
17 Financial year
The financial year of the cooperative shall end on 30 June each year.
18 Audit
a) The accounts of the cooperative must be audited annually in accordance with
the Corporations Act 2001 as applied by the Act and the Regulation.
b) One or more auditors shall be appointed, hold office, be remunerated, and either have qualifications, duties, and responsibilities in accordance with the Corporations
Act 2001 as applied by the Act and the Regulation or be a person approved by the Registrar.
c) An auditor must not be replaced except in accordance with the procedure set out
in the Corporations Act 2001 as applied by the Act and the Regulation.
19 Provision for loss
The board shall account for any loss that may result from the transactions of the cooperative in accordance with any applicable Accounting Standards.
20 General meetings
20.1 Convening special general meetings
The board may, whenever it thinks fit, convene a special general meeting of the cooperative.
20.2 Requisition of general meetings
The board shall convene and hold, as soon as practicable, a general meeting of the
cooperative in accordance with section 209 of the Act, on the requisition in writing by
at least 20% of active members entitled to vote, or if a lesser percentage is specified in Part 1 of Schedule 3, that percentage.
20.3 Member resolutions
Any member who has a resolution to submit to a general meeting shall give written
notice of the terms of the resolution to the cooperative not less than 28 days prior to
the date of the meeting.
20.4 Notice of general meetings
a) Subject to Rule 20.5, at least 14 days notice (not including the day on which the
notice is served or deemed to be served, but including the day for which notice is
given) shall be given of any general meeting.
b) Notice shall be given to those persons who are, under these rules entitled to
receive such notices from the cooperative, but the non-receipt of the notice by
any member shall not invalidate the proceedings at such general meeting. The
notice must specify the place, day and hour of the meeting and the general
nature of any special business.
c) The board shall have inserted in any notice convening a general meeting any
proper business that a member has notified the intention to move and for which
notification has been given in accordance with Rule 20.3.
d) Notice of every general meeting shall be given to:
i) members of the cooperative, by the method specified in Rule 20.6; and
ii) every person entitled to a share in consequence of the death, incapacity or
bankruptcy of a member, who, but for that member's death, incapacity or
bankruptcy, would not be entitled to receive notice of the meeting; and
ii) the auditor or auditors of the cooperative.
e) Except as provided in these rules, no other person shall be entitled to receive
notice of general meetings.
20.5 Notice of special resolutions
Notice of a special resolution, in accordance with section 190 of the Act, shall be given to those persons entitled to receive notice at least 21 days (not including the day on which the notice is served or deemed to be served, but including the day for which notice is given) before the general meeting.
20.6 Notices
a) Unless exempted under section 462, a notice must be in writing and may be
given by the cooperative to any member:
i) personally;
ii) by post to a listed address or an alternate address supplied by the
member; or
iii) by some other form of technology, for example by facsimile or e-mail,
where the member has given consent and notified the cooperative of the
relevant contact details.
b) Where a notice is sent by post, service shall be deemed to be affected at the
time at which the properly addressed and prepaid letter would be delivered in the
ordinary course of post. In proving such service, it shall be sufficient to prove that
the envelope containing the notice was properly addressed and posted.
c) A notice forwarded by some other form of technology shall be deemed to have
been served, unless the sender is notified of a malfunction in transmission, on
the day of transmission if transmitted during a business day, otherwise on the
next following business day.
d) A notice may be given by the cooperative to joint members by giving the notice
to the joint member named first in the register of members and shares.
e) A notice may be given by the cooperative to the person entitled to a share in
consequence of the death, incapacity or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to that person by name.
Alternatively it can be addressed to the person by the title of representative of
the deceased or incapacitated person, or trustee of the bankrupt, or by any like
description. The address should be that supplied for the purpose by the person
claiming to be entitled. Alternatively, if no such address has been supplied, the
notice can be given in the manner in which it could have been given if the death,
incapacity or bankruptcy had not occurred.
f) For the purpose of this rule, “listed address” means the address of the member
as appearing in the register of members and shares.
20.7 Annual general meetings
a) The first annual general meeting of the cooperative shall be held at any time
within 18 months after the registration of the cooperative. Subsequent annual
general meetings shall be held within five (5) months after the end of financial
year, or within such other period as specified in section 204 of the Act.
b) If an annual general meeting is not held in accordance with paragraph (a), the
members may requisition such a meeting, in accordance with Rule 20.2.
20.8 Business of annual general meetings
a) The ordinary business of the annual general meeting shall be:
i) to confirm minutes of the preceding general meeting (whether annual or
special);
ii) for the board, auditors, or any officers of the cooperative to present reports
upon the transactions of the cooperative during the financial year,
including balance sheet, income statement, cash flow statement, and the
state of affairs at the end of that year;
iii) to announce the annual subscription, if any, for the following year;
iv) to elect the directors;
v) to determine the remuneration, if any, of directors;
vi) to declare the rates of dividends and rebates;
vii) to appoint (if necessary) an auditor; and
viii) to allow members a reasonable opportunity to ask questions about or
comment on the management of the cooperative and to ask the auditor or
their representative, if present, questions relevant to the conduct of the
audit and the preparation and content of the auditor’s report and the
accounting policies adopted by the cooperative in relation to the financial
statements.
b) The annual general meeting may also transact special business of which notice
has been given to members in accordance with these rules.
21 Procedure at meetings
21.1 Standing orders
a) The following standing orders shall be observed at the cooperative's meetings,
subject to any suspension of, or amendment to, or addition to, these orders
adopted for the purposes of that meeting by the members present at a meeting:
i) the mover of a motion shall not speak for more than 10 minutes.
Subsequent speakers shall be 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;
ii) whenever an amendment to an original motion is proposed, no second
amendment shall be considered until the first amendment is disposed of;
iii) if an amendment is carried, the motion as so amended shall displace the
original motion and may itself be amended;
iv) if an amendment is defeated, a further amendment may be moved to the
original motion. However, only one amendment shall be submitted to the
meeting for discussion at one time;
v) the mover of every original motion, but not of an amendment, shall have
the right to reply. Immediately after this, the question shall be put from the
chair. No other member shall speak more than once on the same
question, unless permission is given for an explanation, or where the
attention of the chairperson is called to a point of order; and
vi) any discussion on a motion or amendment may be closed by a resolution
"that the question be now put" being moved, seconded and carried. Such
resolution shall be put to the meeting without debate.
b) Any motions and amendments shall be submitted in writing if requested by the
chairperson.
c) Any member, or any visitor invited to attend the meeting by the board, may
speak on any issue at a meeting with the permission of the chairperson provided
that the permission may be conditional.
d) Standing orders may be suspended for any period by ordinary resolution.
21.2 Quorum at general meetings
a) No item of business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting is considering that item.
The number of active members specified in Part 2 of Schedule 3, present in
person and entitled to vote, constitutes a quorum.
b) If within half an hour after the appointed time for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, shall be
dissolved. In any other case, it shall be adjourned to the same day in the next
week at the same time and place. If at the adjourned meeting a quorum is not
present within half an hour after the time appointed for the meeting, the members
present shall constitute a quorum.
21.3 Chairperson at general meetings
The chairperson of the board shall preside as chairperson at every general meeting of the cooperative. If at any meeting the chairperson is either not present within 15
minutes after the time appointed for holding the meeting or is unwilling to act as
chairperson, the members present shall choose one of their number to be chairperson until such time as the chairperson attends or is willing to act in that capacity.
21.4 Adjournment of general meetings
a) The chairperson may, with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting from time
to time and from place to place. The only business that can be transacted at any
adjourned meeting is the business left unfinished at the meeting from which the
adjournment took place.
b) Where a meeting is adjourned for 14 days or more, notice of the adjourned
meeting shall be given just as in the case of the original meeting. Apart from this
requirement it, shall not be necessary to give notice of an adjournment or of the
business to be transacted at an adjourned meeting.
21.5 Voting rights
a) Members shall have the right to vote as specified in Division 1 of Part 8 of the
Act.
b) Except as provided in Rule 21.6(g), an active member of the cooperative who is
entitled to vote shall have one vote only in respect of any question or motion
arising at a general meeting of the cooperative.
c) A member's right to vote is a personal right and is not attached to, or conferred
by, any share held by the member in the cooperative.
d) A member of the cooperative is not entitled to vote at a meeting of the cooperative:
i) if the person is not an active member of the cooperative or a delegate for
a body corporate that is an active member; or
ii) the person is excluded from voting under the Act or these rules.
e) A person is not entitled to exercise, under a power of attorney, a member’s
power to vote if the person has that power of attorney in respect of another
member under another power of attorney.
f) In the case of joint membership, the joint members shall have one (1) vote only
between them and that vote may only be exercised (subject to the grant of any
proxy in accordance with Rule 21.8 or power of attorney) by the joint member
whose name appears first in the register of members and shares.
g)         i) A member is not entitled to vote if another person (whether or not a
member of the cooperative) has a relevant interest in any share held by
the member or in the right to vote of the member in accordance with
section 185 of the Act.
ii) The cooperative is to keep a register of notifiable interests pursuant to
section 285 of the Act, which shall be open for inspection:
A) by any member, free of charge; and
B) by any other person on payment of the fee prescribed in the
Regulation.
21.6 Attendance and voting at general meetings
a) A member whose membership is required to be cancelled under Rule 5.1 is not
entitled to attend any meeting of the cooperative.
b) At any general meeting, a resolution put to the vote of the meeting shall be
decided by show of hands unless a poll is demanded in accordance with section
208 of the Act.
c) If no poll is demanded before the declaration of the result, a declaration by the
chairperson that a resolution has been carried, or lost, and an entry to that effect
included in the book of the proceedings of the cooperative, shall be evidence of
the fact. No proof is needed of the number or proportion of the votes recorded in
favour of, or against, that resolution.
d) If a poll is demanded, it shall be taken in a manner that the chairperson directs.
Unless the meeting is adjourned, the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
e) A poll demanded on the election of a chairperson, or on a question of
adjournment, shall be taken immediately.
f) A poll demanded may be withdrawn.
g) In the case of an equality of votes, 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 have a casting vote.
h) A simple majority shall determine all resolutions except special resolutions.
21.7 Special resolutions
a) A special resolution is passed:
i) at a general meeting where two-thirds of the members who, being entitled
to do so, vote in favour of the special resolution; or
ii) in a postal ballot where two-thirds of the members who, being entitled to do
so, cast formal votes in favour of the special resolution; or
iii) in a special postal ballot where three quarters of the members who, being
entitled to do so, cast formal votes in favour of the special resolution.
b) A special resolution has effect from the date it is passed except in the following
circumstances:
i) the removal of an auditor;
ii) the expulsion of a member;
iii) the alteration of a rule; or
iv) any matter for which a special resolution is required to be passed by
special postal ballot pursuant to section 201 of the Act (other than a
special postal ballot in favour of a voluntary winding up);
in which case it has effect from the time it is registered by the Registrar.
21.8 Proxy votes
a) The instrument appointing a proxy shall be duly authorised in writing under the
hand of the appointer, or of the appointer's attorney. 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 on the resolution except as specified in the instrument. An
instrument appointing a proxy shall be deemed to confer authority to demand, or
join in demanding, a poll.
b) An instrument appointing a proxy may be in the form given in Appendix 1 to
these rules or any other form which the board shall approve.
c) Where an instrument of proxy is signed by all of the joint members, the vote of
the proxy so appointed shall be accepted as the vote of the joint member whose
name appears first in the register of members and shares.
d) No person shall act as a proxy unless the person is an active member.
e) No person shall act as proxy for more than 10 persons unless the instrument
appointing a proxy specifies the manner in which the proxy is to vote in respect
of a particular resolution.
21.9 Instrument appointing proxy to be lodged at registered office
a) An instrument appointing a proxy is not valid unless:
i) the instrument; and
ii) if the instrument is signed by the appointer’s attorney, the authority under
which the form was signed, or a notarially certified copy of the authority;
is deposited at the registered office of the cooperative.
b) The documentation required to be given under this rule must be deposited at the
registered office:
i) at least 48 hours before the meeting at which the proxy may be used; or
ii) in the case of a poll, at least 24 hours before the taking of the poll.
21.10 Revocation of instrument appointing proxy
A vote given in accordance with the terms of an instrument of proxy, or of a power of
attorney, is valid notwithstanding the previous death or unsoundness of mind of the
principal, the revocation of the instrument (or of the authority under which the
instrument was executed) or the power, if no intimation in writing of the death,
unsoundness of mind or revocation has been received by the cooperative at the
registered office before the commencement of the meeting or adjourned meeting at
which the instrument is used or the power is exercised.
22 Postal ballot
The cooperative may hold a postal ballot to determine any issue or proposal by the
members. Postal ballots, including special postal ballots as required by section 201
of the Act, must be conducted in the manner prescribed in Schedule 2 of the
Regulation.
23 Rule alterations
a) The rules may be altered by special resolution or by a resolution of the board in
accordance with section 111 of the Act.
b) A change to the active membership provision cannot be proposed at a meeting
unless prior written approval has been obtained from the Registrar.
c) Resolutions altering the rules shall be lodged with the Registrar in accordance
with section 113 of the Act.
d) No alteration to these rules takes effect until the Registrar registers the
alteration.
24 Capital and shares
24.1 Nominal value of share capital
a) The capital of the cooperative shall be raised by the issue of shares which shall
be of one class, all ranking equally, and be of nominal value of the amount
specified in Part 1 of Schedule 5 each.
b) The capital shall vary in amount according to the nominal value of shares from
time to time subscribed.
24.2 Minimum shareholding
Every member shall, on admission to membership of the cooperative, hold at least the number of shares specified in Part 2 of Schedule 5.
24.3 Applications for additional shares
a) Applications for additional shares shall be lodged with the secretary in a format
approved by the board and shall be accompanied by sufficient funds to pay for
the shares.
b) The board shall consider every application. If the shares are issued, the issue is
to be noted in the register of members and shares. The member shall be notified
in writing within 14 days of the issue.
c) The board may, at its discretion, refuse to issue additional shares and need
assign no reasons for such refusal. Upon refusal, any deposit made by the
member shall be refunded without interest.
24.4 Compulsory share acquisition
The board may require a member to take up or subscribe for additional shares in
accordance with section 152 of the Act.
24.5 Bonus shares
Bonus shares may be issued by the cooperative in accordance with section 153 of the Act.
24.6 Purchase of members' shares
a) Subject to section 173 of the Act the cooperative may:
i) purchase any share of a member at the request of the member; and
ii) repay to a member, with the member's consent, the whole or any part of
the amount paid up on any share held by the member when the sum repaid
is not required for the activities of the cooperative.
b) The cooperative shall cancel any share purchased or repaid in full by the cooperative.
c) Section 173 of the Act does not apply to any member who has been expelled or
had their membership cancelled under Rule 5.1.
d) If the board is of the opinion that to pay the repurchase price would adversely
affect the financial position of the cooperative it can allot or issue debentures or
CCUs of the cooperative to the member in satisfaction of the amount.
e) A debenture or CCU issued pursuant to paragraph (d) shall:
i) bear interest during any period in accordance with section 175 of the Act;
and
ii) be repaid to the member as soon as, in the board’s opinion, such
repayment would not adversely affect the financial position of the cooperative,
and in any case within 10 years.
24.7 Shares to be forfeited to remedy contravention of maximum level of share interest
a) Where a person (whether or not a member of the cooperative) contravenes Rule
25.1(a), the board shall declare to be forfeited sufficient number of the shares in
which the person has a relevant interest to remedy the contravention.
b) The shares to be forfeited pursuant to this rule are:
i) the shares nominated by the person for the purpose; or
ii) in the absence of such nomination - the shares in which the person has
had a relevant interest for the shortest time.
c) A declaration of the board that shares are forfeited operates to forfeit the shares
concerned.
d) The provisions of sections 133 - 135 (inclusive) of the Act shall apply to and in
respect of shares forfeited under this rule as if the shares had been forfeited
under Rule 5.1.
24.8 Notice to be given of substantial share interest and substantial change in Share interest
Pursuant to section 278, a person must give notice in writing to the cooperative within
5 business days after becoming aware that the person has a substantial share interest in the cooperative and after becoming aware that a substantial change has occurred in that interest.
25 Terms of issue of shares
25.1 Terms of issue of shares
a) No person, whether or not a member, shall hold or have a relevant interest in
more than 20% of the nominal value of issued share capital of the cooperative,
except in accordance with section 280 of the Act.
b) The cooperative may issue shares at a premium in accordance with section 150
of the Act.
c) Shares of the cooperative shall not be quoted for sale or purchase at any stock
exchange or in any other public manner whatever, within the meaning of the
Income Tax Assessment Act 1936 (Cwlth).
d) A share is not to be issued at a discount.
25.2 Statement of shares
a) Every person whose name is entered as a member in the register of members
and shares shall be given, after application and without payment, a statement
certifying the number of shares held by the person and the amount paid up on
those shares.
b) If a share statement is defaced, lost or destroyed a duplicate may be issued by
the cooperative on payment of the fee, if any, specified in Schedule 2, and on
such terms as to evidence and indemnity as the board thinks fit.
26 Paying for shares
No share is to be allotted (other than a bonus share) unless the amount of the nominal value of the share specified in Part 1 of Schedule 5 has been paid.
27 Distribution of surplus
27.1 Distribution of surplus
a) The board may resolve to retain all or part of the surplus arising in a year from
the business of the cooperative to be applied for the benefit of the cooperative.
b) The board may apply part of the surplus arising in a year from the business of
the cooperative or any part of the reserves in accordance with sections 274 and
275 of the Act.
c) A part of the surplus, not more than 10%, arising in any year from the business
of the cooperative may be applied for:
i) charitable purposes; or
ii) supporting any activity approved by the cooperative.
d) “Surplus” means the excess of income over expenditure after making appropriate
allowance for taxation expense, depreciation in value of the property of the cooperative
and for future contingencies.
27.2 Declaration of dividend or rebate
a) A dividend or rebate shall be declared at any general meeting of the cooperative
but shall not exceed the amount recommended by the board, nor exceed the
percentage permitted by the Act or Regulation.
b) Notice of any dividend or rebate that may have been declared shall be given by
displaying it at the registered office of the cooperative and in any other manner
the board shall determine.
27.3 Payment of dividend or rebate
a) Subject to the Act, any dividend or rebate which shall accrue to the holder of shares shall be paid to that holder.
b) In accordance with section 275 of the Act, any part of the surplus arising in any
year from the business of the cooperative may be credited to any person who is
not a member.
c) No dividend or rebate shall bear interest against the cooperative.
27.4 Determination of dividend
The board may recommend:
a) a higher rate of dividend in respect of shares held by a member in excess of a
specified number of shares; or
b) different rates of dividend on shares based on the business done by
shareholders with the cooperative;
to be declared at a general meeting in accordance with Rule 27.2 and if declared, the
board shall be authorised to pay the dividend to members, subject to the provisions of Rule 27.3.
28 Winding up
a) The winding up of the cooperative shall be in accordance with Part 12 of the
Act.
b) If on the winding up or dissolution of the cooperative there remains after the
satisfaction of all its debts and liabilities (including the refund of the amounts paid
up on the shares) any property, this shall be paid to or distributed among the
members of the cooperative in proportion to members’ shareholdings.
c) If on the winding up or dissolution there is a deficiency, members shall be liable
to contribute towards this deficiency to the extent of any amount unpaid on the
shares held by the member and any charges payable by the member to the cooperative as required by these rules.
d) Former members may also share in the distribution of any surplus or be liable to
contribute to the property of the cooperative in accordance with sections 138
and 323 of the Act and the applied provisions of the Corporations Act 2001.
29 Forfeiture, charges and sale of shares
29.1 Forfeited shares
a) A person whose shares have been forfeited pursuant to these rules shall cease
to be a member in respect of the forfeited shares. However, that person shall
remain liable to pay to the cooperative all amounts that (as at the date of
forfeiture) were payable by the person to the cooperative in respect of the
shares, in addition to the calls in default.
b) A statutory declaration in writing by a director of the cooperative stating that a
share in the cooperative has been forfeited on a date stated in the declaration
shall be conclusive evidence of that fact as against all persons claiming to be
entitled to the share.
c) A share that is forfeited in accordance with these rules shall be cancelled and the
date of cancellation noted in the register of members and shares.
29.2 Charges on shares
a) The cooperative may appropriate the capital of any share in respect to which it
has a charge, in accordance with section 76 of the Act.
b) The cooperative may sell in such manner as the directors think fit all or any
shares on which the cooperative has a charge, pursuant to section 76 of the
Act. However, no sale shall be made unless a sum in respect of which the
charge exists is payable at the date of the sale. Also, no sale shall be made until
the expiration of 14 days after a notice in writing (stating and demanding
payment of such part of the amount in respect of which the charge exists as is
payable at the date when the notice is given) has been given to the registered
holder of the share or the person entitled to it by reason of death or bankruptcy.
The notice shall indicate that, upon failure to make payment of the sum
demanded within the time stipulated, the shares will be sold by the board.
c) Where the highest offer received by the board is less than the amount paid up on
the shares to be sold, the board shall notify the member of the receipt of such
offer, the amount of the offer and of the board's intention to accept the offer at
the expiration of 14 days if no payment is made before then to the cooperative
of all amounts in respect of which the charge exists.
d) From the proceeds of any such sale, the cooperative may deduct the expenses,
if any, associated with the sale and may apply the balance to reduce the liability
of the member. However, if a surplus remains after such deduction, the surplus
shall be payable to the member whose shares were sold.
e) For giving effect to any such sale, the board may authorise a person to transfer
the shares sold to the purchaser.
30 Transfer and transmission of shares
30.1 Transfer of shares
a) The instrument of transfer of any share shall be executed by or on behalf of the
transferor and the transferee. The transferor shall be deemed to remain the
holder of the share until the name of the transferee is entered in the register of
members and shares.
b) Shares shall be transferred in the form given in Appendix 2 to these rules or any
other form which the board shall approve.
c) A share may not be sold or transferred except:
i) with the consent of the board and to a person who is qualified to be
admitted to membership of the cooperative under Rule 3.1; or
ii) as otherwise provided by these rules or the Act.
d) The board may decline to register any transfer of shares to a person of whom
they do not approve. The board may also decline to register any transfer of
shares on which the cooperative has a lien or charge. If the board refuses to
register a transfer of shares it shall send notice of the refusal to the transferee
within 2 weeks after the date on which the board declined to register the transfer.
e) The board of the cooperative shall not consent to the sale or transfer of shares
to a person where it would result in a contravention of Rule 25.1(a).
f) The board may decline to recognise any instrument of transfer unless:
i) the fee, if any, specified in Schedule 2, is paid to the cooperative for the
transfer; and
ii) the instrument of transfer is accompanied by such evidence as the board
may reasonably require to show the right of the transferor to make the
transfer.
g) The board shall have a record of all transfers made in the appropriate register.
h) The board may suspend the registration of transfers during the 14 days
immediately preceding the annual general meeting in each year.

30.2 Effect of sale, transfer or disposal of shares
A member who has sold, transferred or disposed of the beneficial interest in their
shares, or has agreed to do any of those things, is not entitled to vote at any meeting
of the cooperative.
31 Death, bankruptcy or incapacity of members
31.1 Death of member
a) The board may register as the holder of a share, a trustee, executor or
administrator of the estate of a dead person who was the registered holder of the
share in the cooperative, or where the deceased member is entitled in equity to
a share, with the consent of the holder of the share in accordance with section
163 of the Act.
b) On the death of a member, the member’s share in the cooperative cannot be
transferred to a person other than an administrator or executor except with the
consent of the board of the cooperative in accordance with sections 79 and
170 of the Act.
c) For the purposes of section 81:
i) the value of the shares held by the deceased member will be the paid up
amount on those shares;
ii) the value of any other interest of a deceased member will be determined
by the instrument creating that interest.
31.2 Registration of Official Trustee in Bankruptcy
Where a member is declared bankrupt, the Official Trustee in Bankruptcy may be
registered as the holder of the share held by the bankrupt member in accordance with section 165 of the Act.
31.3 Registration as administrator of estate on incapacity of member
A person appointed under a law of a State or Territory to administer the estate of
another person who, through mental or physical infirmity, is incapable of managing
their affairs, may be registered as the holder of a share held by the incapable person
whose estate the appointed person is administering in accordance with section 164 of the Act.
31.4 Rights attaching to shares in relation to death, bankruptcy or incapacity of members
a) A person who is entitled to a share by reason of the death, bankruptcy or the
incapacity of the holder shall be entitled to the dividends and other advantages to
which that person would be entitled if the person were the registered holder of
the share. However, before being registered as a member in respect of the
share, the person shall not be entitled to exercise any right conferred by
membership in relation to meetings of the cooperative.
b) A person registered pursuant to Rules 31.1, 31.2 and 31.3 is, while so
registered, subject to the same liabilities in respect of the share as those to
which that person would have been subject if the share had remained, or had
been registered in the name of the deceased person, the incapable person or the
bankrupt person.

Appendix 1 – Rule 21.8
PROXY FORM
I/we …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
of …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
appoint ………………………………………………………………………………………………….
of …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
or in that person’s absence  ……………………………………………………………………………….......................
of …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
or [in that person’s absence] the chairperson of the meeting, or a person nominated by the chairperson, as my/our proxy to vote for me/us on my/our behalf at the [annual/special] general meeting of the cooperative to be held on ……..……………………………………………. and at any adjournment of that meeting.

I/We direct my/our proxy to vote in respect of each resolution to be considered as indicated with an “X” below, and to vote or abstain in respect of any procedural resolution as my/our proxy thinks fit.

FOR AGAINST
[ordinary/special] resolution No. 1 [ ] [ ]
[ordinary/special] resolution No. 2 [ ] [ ]

If no direction is given above, I/we authorise my/our proxy to vote or abstain as my/our proxy thinks fit in respect of each resolution (including any procedural resolution) to be considered by the meeting and any adjournment of the meeting.
Dated ………………………..………………………………………………
Signature ……………………………………………………………………
Corporate members should execute under seal or by attorney.

Appendix 2 – Rule 30.1
SHARE TRANSFER FORM
I/we ...………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
of …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
in consideration of the sum of ……………………………………………………………………………………...................
….………………………………………………………………….…………………………
…………………………………………………………………………………………………
paid to me by ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
of …………………………………………………………………………………………………
…………………………………………………………………………………………………
…………………………………………………………………………………………………
to hold on behalf of the transferee, the transferee’s heirs, executors, administrators and assigns, subject to the conditions on which I hold the same at the time of the execution of this transfer.

I, the transferee, agree to take the said share (or shares) subject to the conditions on which the transferor holds the share (or shares) and subject to the rules of:
..................................................................................
as amended from time to time.

As witness our hands, ........................................[date]

Signed by ......................................., transferor.

In the presence of ..............................................., witness.

Signed by .........................................., transferee.

In the presence of ..............................................., witness.