Co-operatives National Law (Victoria) Local …FILE/14-003sr.docx · Web viewCo-operatives National...

Co-operatives National Law (Victoria) Local Regulations 2014

S.R. No. 3/2014

TABLE OF PROVISIONS

Regulation Page

1 Objectives 12 Authorising provision 23 Commencement 24 Definitions 25 Unsuitable names for co-operatives 26 Exemption from restriction on corporations registering a name

including the word co-operative or similar words 27 Exemption from restriction on use of word co-operative or

similar words 38 Application for transfer 49 Examination of involved person 510 Procedures regarding giving of exemptions 611 Prescribed fees 612 Infringement penalties 613 Model rules for government guarantee co-operatives 714 Co-operative may continue to operate under old rules 7

__________________

SCHEDULES 9

SCHEDULE 1—Prescribed Fees 9

SCHEDULE 2—Prescribed Infringement Offences and Penalties 25

SCHEDULE 3—Model Rules for Co-Operatives Supported by Government Guarantees 29

═══════════════ENDNOTES 32

1

STATUTORY RULES 2014

S.R. No. 3/2014

Co-operatives National Law Application Act 2013


The Governor in Council makes the following Regulations:

Dated: 18 February 2014

Responsible Minister:

HEIDI VICTORIAMinister for Consumer Affairs

YVETTE CARISBROOKEClerk of the Executive Council

1 Objectives

The objectives of these Regulations are to prescribe—

(a) certain matters for the purposes of the Co-operatives National Law (Victoria) and the Co-operatives National Regulations (Victoria); and

(b) fees payable under the Co-operatives National Law (Victoria) and the Co-operatives National Regulations (Victoria); and

(c) offences under the Co-operatives National Law (Victoria) as infringement offences and prescribe penalties for those infringement offences; and

1

(d) savings and transitional provisions for matters arising as a result of the enactment of the Co-operatives National Law Application Act 2013.

2 Authorising provision

These Regulations are made under sections 28 and 29 of the Co-operatives National Law Application Act 2013.

3 Commencement

These Regulations come into operation on 3 March 2014.

4 Definitions

In these Regulations—

the Act means the Co-operatives National Law Application Act 2013.

5 Unsuitable names for co-operatives

For the purposes of section 220(5) of the Co-operatives National Law (Victoria) and regulation 3.7 of the Co-operatives National Regulations (Victoria), a name is to be regarded as an unsuitable name if the Registrar is satisfied that it is likely to mislead.

6 Exemption from restriction on corporations registering a name including the word co-operative or similar words

(1) For the purposes of section 220(7) of the Co-operatives National Law (Victoria), a corporation is exempt from section 220(4) of the Co-operatives National Law (Victoria) if the corporation is—

(a) a company that is permitted to use the expression building society, credit union or credit society under section 66 of the Banking Act 1959 of the Commonwealth; or

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(b) a company that is a friendly society for the purposes of the Life Insurance Act 1995 of the Commonwealth; or

(c) a company or society formed or incorporated under any other Act before the commencement of the Co-operation Act 1953; or

(d) a corporation that is allowed under an Act to use the word "co-operative" or the abbreviation "co-op" in its name; or

(e) a corporation that is exempted by the Registrar by written notice from the operation of section 220(4) and that complies with any conditions to which that exemption is made subject.

(2) An exemption granted under subregulation (1)(e) may be limited as to time.

(3) The Registrar may vary the conditions of an exemption granted under subregulation (1)(e), or revoke the exemption by written notice to the corporation.

7 Exemption from restriction on use of word co-operative or similar words

(1) For the purposes of section 225(2) of the Co-operatives National Law (Victoria), a person is exempt from section 225(1) of the Co-operatives National Law (Victoria) if the person is—

(a) a company that is permitted to use the expression building society, credit union or credit society under section 66 of the Banking Act 1959 of the Commonwealth; or

(b) a company that is a friendly society for the purposes of the Life Insurance Act 1995 of the Commonwealth; or

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(c) a company or society formed or incorporated under any other Act before the commencement of the Co-operation Act 1953; or

(d) a corporation that is allowed under an Act to use the word "co-operative" or the abbreviation "co-op" in its name; or

(e) a person that is exempted by the Registrar by written notice from the operation of section 225(1) and that complies with any conditions to which that exemption is made subject.

(2) An exemption granted under subregulation (1)(e) may be limited as to time.

(3) The Registrar may vary the conditions of an exemption granted under subregulation (1)(e), or revoke the exemption by written notice to the person.

8 Application for transfer

For the purposes of section 403(b) of the Co-operatives National Law (Victoria), a co-operative may apply to become registered, incorporated or otherwise established as a corporation under—

(a) the Associations Incorporation Reform Act 2012; or

(b) the Corporations (Aboriginal and Torres Strait Islander) Act 2006 of the Commonwealth; or

(c) any legislation of the Commonwealth that provides for the incorporation of a building society, credit union or friendly society.

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9 Examination of involved person

(1) For the purposes of section 522(4) of the Co-operatives National Law (Victoria), the prescribed allowances to which an involved person is entitled are—

(a) for persons ordinarily receiving wages, salary, remuneration or fees—for each hour, or part of an hour, of attendance, the amount of wages, salary, remuneration or fees actually lost because of the person's attendance, but not exceeding $600 per day; or

(b) in any other case—the actual expenditure incurred (other than expenses to which the person is entitled under subregulation (2)), but not exceeding $150 for any one day.

(2) For the purposes of section 522(4) of the Co-operatives National Law (Victoria), the prescribed expenses to which an involved person is entitled are—

(a) for travelling expenses to and from a person's usual place of residence or business and the place of attendance—

(i) the amount actually paid; or

(ii) an amount calculated at 18 cents per kilometre travelled—

whichever is the lesser; and

(b) for accommodation and meals, if a person is required to be absent overnight from the person's usual place of residence—

(i) the amount actually paid; or

(ii) an amount not exceeding $220 for any one night—

whichever is the lesser.

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10 Procedures regarding giving of exemptions

For the purposes of section 621 of the Co-operatives National Law (Victoria), an application for an exemption must be made—

(a) in writing; and

(b) within a reasonable time before the event or the occurrence of the matter for which the exemption is sought.

11 Prescribed fees

(1) For the purposes of a provision of the Co-operatives National Law (Victoria) specified in Column 2 of Schedule 1, the prescribed fee is the amount specified in Column 4 of that Schedule.

(2) For the purposes of regulation 1.4(5) of the Co-operatives National Regulations (Victoria), the prescribed fee is 19·5 fee units.

(3) For the purposes of regulations 5(1)(e) and 6(1)(e) of these Regulations, the prescribed fee is 19·5 fee units.

(4) The Registrar may waive, reduce or refund any fee payable under the Co-operatives National Law (Victoria) and Co-operatives National Regulations (Victoria) if, in the opinion of the Registrar, there are special circumstances that apply.

12 Infringement penalties

(1) For the purposes of section 27(1) of the Act, an offence committed against a provision of the Co-operatives National Law (Victoria) specified in Column 2 of Schedule 2 is prescribed as an infringement offence.

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(2) For the purposes of section 27(3) of the Act, the prescribed infringement penalty for an offence against a provision specified in Column 2 of Schedule 2 is the amount specified in Column 4 of that Schedule.

(3) A description of an offence in Column 3 of Schedule 2, opposite a provision specified in Column 2, is for convenience of reference only and is not to be taken to affect the nature or elements of the offence to which it refers or the operation of these Regulations.

13 Model rules for government guarantee co-operatives

For the purposes of section 28A of the Act, the model rules for a co-operative in respect of which a government guarantee exists under Division 6 of Part 3 of the Co-operatives Act 1996 are those prescribed by Schedule 7 to the Co-operatives National Regulations (Victoria), subject to the modifications prescribed by Schedule 3.Note

Due to section 37 of the Act, the repeal of the Co-operatives Act 1996 does not affect the operation of Division 6 of Part 3 of that Act and that Division continues to operate as if that Act had not been repealed.

14 Co-operative may continue to operate under old rules

(1) Subject to subregulation (2), a co-operative may continue to operate under the rules applying to that co-operative which were immediately in force before the commencement of the Act (old rules).

(2) While a co-operative is operating under old rules—

(a) if there is any inconsistency between a provision of the old rules and the Act, the Co-operatives National Law (Victoria), the Co-operatives National Regulations

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(Victoria) or these Regulations, the provision of the Act, the Co-operatives National Law (Victoria), the Co-operatives National Regulations (Victoria) or these Regulations prevail;

(b) if there is any reference in the old rules to a requirement contained in the Co-operatives Act 1996 or the Co-operatives Regulations 2008, that reference is to be read as a reference to the equivalent requirement contained in the Act, the Co-operatives National Law (Victoria), the Co-operatives National Regulations (Victoria) or these Regulations;

(c) if there is any reference in the old rules to the co-operative being a trading co-operative, that reference is to be read as a reference to the co-operative being a distributing co-operative, and if there is any reference to the co-operative being a non-trading co-operative, that reference is to be read as a reference to the co-operative being a non-distributing co-operative.

__________________

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SCHEDULES

SCHEDULE 1

Regulation 11

PRESCRIBED FEES

Column 1

Item

Column 2

Provision of Co-operatives National Law (Victoria)

Column 3

Description

Column 4

Prescribed Fee

1 section 23(1)(a) Submission of draft rules to the Registrar before the formation meeting

5·5 fee units

2 section 23(1)(b) Submission of a draft formation disclosure statement to the Registrar

19·5 fee units

3 section 26(1)(b)(ii) Application for registration of a proposed co-operative

2·2 fee units

4 section 31(b)(ii) Application for registration of existing corporation

2·2 fee units

5 section 37(b)(ii) Issue of duplicate certificate

2·2 fee units

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Sch. 1

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

6 section 60 Application to the Registrar for an amendment of rules requiring prior approval of the Registrar

5·5 fee units

7 section 63(2) Application for registration of an amendment of the rules

2·2 fee units per rule up to a maximum fee of 11·6 fee units

8 section 63(4) Application for certificate of rule change

2·2 fee units

9 section 71 Application for exemption from disclosure statement requirements for distributing co-operatives

5·5 fee units

10 section 82(3)(a) Application to register a disclosure statement to accompany a proposal to require a member to take up or subscribe for additional shares

19·5 fee units

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Sch. 1

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

11 section 119(4) Application to extend the period during which a co-operative can carry on business with fewer than the minimum number of members

19·5 fee units

12 section 152(3) Application to determine a member's eligibility to vote

19·5 fee units

13 section 171 Application for exemption from provisions relating to the entitlements of former members of distributing co-operatives

19·5 fee units

14 section 213(1)(d) Application to keep the co-operative's register at a location approved by the Registrar

5·5 fee units

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Sch. 1

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

15 section 221(1) Application to omit the word Limited or the abbreviation Ltd from the name of a co-operative

11·6 fee units

16 section 222(e) Application to use an abbreviation or elaboration of the name of a co-operative

5·5 fee units

17 section 224 Application to change the name of a co-operative

19·5 fee units

18 section 226(6) Application for an exemption from the requirements of section 226(3) of the Co-operatives National Law (Victoria)

5·5 fee units

19 section 233(2) Application for a review by the Registrar of a member's right to vote

19·5 fee units

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Sch. 1

20 section 243(2)(c)(ii) Filing fee for registration of each special resolution

5·5 fee units per resolution up to a maximum fee of 11·6 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

21 section 244(3) Application for a certificate of registration of a special resolution

2·2 fee units

22 section 248(3) Application for the approval of a disclosure statement for the purpose of a special postal ballot

19·5 fee units

23 section 289 Lodgement of annual report by large co-operative

19·5 fee units

24 section 293 Lodgement of annual return by small co-operative

5·5 fee units

25 section 316 Application for an exemption relating to an individual co-operative

19·5 fee units

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Sch. 1

26 section 319 Application for an exemption relating to non-auditors and former members of audit firms or companies

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

27 section 322 Application for an exemption from the Co-operatives National Regulations (Victoria)

19·5 fee units

28 section 337 Lodgement of disclosure documents for issue of debentures required for the purposes of the Corporations application legislation applied by section 337 of the Co-operatives National Law (Victoria)

171·2 fee units

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29 section 337 Application for exemption or modification of disclosure provisions under Chapter 6D of the Corporations Act 2001 as applied by section 337 of the Co-operatives National Law (Victoria)

84 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

30 section 338(3) Application for the approval of a disclosure statement concerning the issue of debentures

19·5 fee units

31 section 343(3)(a) Application to the Registrar for approval of a disclosure statement concerning a compulsory loan by members to a co-operative

19·5 fee units

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Sch. 1

32 section 343(10) Application to the Registrar for an exemption from section 343 of the Co-operatives National Law (Victoria)

19·5 fee units

33 section 350 Application to the Registrar for approval of the issue of Co-operative Capital Units

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

34 section 359(3) Application to the Registrar for an exemption from provisions concerning the acquisition and disposal of assets of the co-operative

19·5 fee units

35 section 363(2) Application for an exemption from provisions concerning the maximum permissible level of share interest

19·5 fee units

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Sch. 1

36 section 372 Application for an exemption from the operation of Division 1 of Part 3.5 of the Co-operatives National Law (Victoria)

19·5 fee units

37 section 374(1)(b) Application for an approval of share offers to which Division 2 of Part 3.5 of the Co-operatives National Law (Victoria) apply

171·2 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

38 section 376(5) Application to the Registrar to extend the time permitted for the Board to consider a share offer of the kind specified in section 373(1) of the Co-operatives National Law (Victoria)

19·5 fee units

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Sch. 1

39 section 380 Application for an exemption from the operation of Division 2 of Part 3.5 of the Co-operatives National Law (Victoria)

84 fee units

40 section 396(2) Application to the Registrar for consent to the procedure for a proposed merger or transfer of engagements

5·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

41 section 397(2) Application for approval of a disclosure statement concerning a proposed merger or transfer of engagements

19·5 fee units

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Sch. 1

42 section 397(4) Application for an exemption from the requirement for a disclosure statement concerning a proposed merger or transfer of engagements

19·5 fee units

43 section 398(1) Application for the approval of a merger or transfer of engagements

5·5 fee units

44 section 404(4) Application for an exemption from the requirements that must be met before an application can be made for a transfer of incorporation

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

45 section 416(1)(a) Application to the Registrar for permission for a shorter notice period to the Registrar of the hearing of an application for a binding compromise or arrangement

2·2 fee units

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Sch. 1

46 section 418(1)(f) Application for an exemption from the prohibition on an officer or promoter of a co-operative or related corporation being appointed to administer a compromise or arrangement

19·5 fee units

47 section 424(1)(b) Application to the Registrar for a statement that the Registrar has no objection to a compromise or arrangement

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

48 section 425(4) Filing of an office copy of an order made by the Supreme Court under section 425 of the Co-operatives National Law (Victoria) with the Registrar

2·2 fee units

49 section 428(1) Application for the approval of an explanatory statement

84 fee units

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Sch. 1

50 section 445(3) Application for an exemption from compliance with the restrictions placed on voluntary winding up

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

51 section 453 Application to the Registrar to exercise powers under Corporations application legislation relating to deregistered co-operatives as applied under section 453 of the Co-operatives National Law (Victoria)

19·5 fee units

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Sch. 1

52 section 476(2)(a) Application to the Registrar for consent to a proposed procedure for approving a merger or transfer of engagements involving a participating co-operative

5·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

53 section 477(2) Application for approval of a disclosure statement concerning a merger or transfer of engagements involving a participating co-operative

19·5 fee units

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54 section 477(4) Application for an exemption from the requirement for a disclosure statement for a merger or transfer of engagements involving a participating co-operative

19·5 fee units

55 section 478(1) Application for approval of a merger or transfer of engagements that involves a participating co-operative

19·5 fee units

56 section 531(1)(a) Application to the Registrar to call a special meeting

19·5 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

57 section 531(1)(b) Application to the Registrar to hold, or appoint an inspector to hold, an inquiry

37·4 fee units

58 section 588 Application to the Registrar for certificate evidence

5·5 fee units

59 section 601(1)(a) Inspection of register of co-operatives

2·2 fee units

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Sch. 1

60 section 601(1)(b) Inspection of document kept by Registrar

2·2 fee units

61 section 601(1)(c) Obtaining extract from register of co-operatives

2·2 fee units

62 section 601(1)(d) Obtaining certified copy of document kept by Registrar

2·2 fee units for the first page and $3 for every subsequent page up to a maximum fee of 11·6 fee units

63 section 601(1)(e) Obtaining copy of document kept by Registrar

1·6 fee units for the first page and $2 for every subsequent page up to a maximum of 7·8 fee units

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Fee

64 section 609(1) Application to the Registrar to grant an extension or shortening of time limits

5·5 fee units

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Sch. 1

65 section 611(2)(c)(iii) Application for permission from the Registrar to allow a co-operative to effect service to a member by publishing a notice in a relevant newspaper

5·5 fee units

__________________

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Sch. 1

SCHEDULE 2

Regulation 12

PRESCRIBED INFRINGEMENT OFFENCES AND PENALTIES

Column 1

Item

Column 2


Column 3

Description

Column 4

Prescribed Infringement Penalty

1 section 116 Failure to make available for inspection by board of directors list of shareholders or list of members

$500

2 section 120(2) Failure to ensure name of person admitted to membership recorded in register within 28 days

$500

3 section 212 Failure to keep proper register

$500

4 section 214(6) Failure to permit or assist member to inspect copy document to which member entitled

$500

5 section 214(8) Failure to keep prescribed documents with registers and make them available for inspection

$500

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Sch. 2

Column 1

Item

Column 2


Column 3

Description

Column 4


6 section 216 Failure to give notice that complies with section 216(2) to Registrar of appointment or cessation of director, chief executive officer or secretary

$500

7 Section 217 Failure to send to Registrar, on request, list of members and particulars

$500

8 section 219 Failure to furnish special return to Registrar on request

$500

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Sch. 2

9 section 220(4) Corporation formed or incorporated under an Act of this jurisdiction other than this Act registered under that Act by a name which includes the word "Co-operative" or "Cooperative" or the abbreviation "Co-op" or "Coop"

$500

Column 1

Item

Column 2


Column 3

Description

Column 4


10 section 223 Failure to include name in legible characters on the co-operative's seal or in all notices, advertisements, other official publications or business documents

$500

11 Section 226(1) Failure to have a registered office

$500

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12 section 226(3) Failure to display notice stating name of co-operative and identification as registered office at registered office

$500

13 section 226(4) Failure to give Registrar written notice of change of address of registered office within 28 days

$500

Column 1

Item

Column 2


Column 3

Description

Column 4


14 section 243(1) Failure to file a special resolution with the Registrar in accordance with section 243(2)

$500

15 section 265(2) Failure to retain financial records for 7 years

$625

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Sch. 2

16 section 289 Failure to send an annual report to Registrar within the required period (large co-operative)

$625

17 section 290 Failure to lodge a half-year report within the required period

$625

18 section 293 Failure to send an annual return to Registrar within the required period each year (small co-operative)

$250

__________________

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Sch. 2

SCHEDULE 3

Regulation 13

MODEL RULES FOR CO-OPERATIVES SUPPORTED BY GOVERNMENT GUARANTEES

1 For the purposes of regulation 13, the following modifications apply to the model rules set out in Schedule 7 to the Co-operatives National Regulations (Victoria).

2 After model rule 3 insert—

"3A Objects

The objects of the co-operative are expressly restricted to—

(a) acquiring and providing and maintaining lands and buildings and providing furnishings, requisites and equipment for education, recreation or other community purposes and to promoting and assisting clubs, co-operatives or in particular the school council for any such purpose; and

(b) promoting and carrying out any charitable or benevolent purpose; and

(c) doing all such things calculated to improve the conditions of community life—

and there is an express prohibition on acting beyond the preceding objects.

3B Powers incidental to objects

The co-operative shall have the following powers—

(a) to raise money on loan for any objects of the co-operative; and

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Sch. 3

(b) subject to first obtaining the Treasurer's approval, to acquire shares in any other co-operative.".

3 In model rule 4(1), for the primary activities of the co-operative insert—

"to underwrite or in some manner provide security, partially or fully, for a loan for a community benefit that is guaranteed by the State of Victoria.".

4 In model rule 4(2), for the active member requirements insert—

"hold a share in the co-operative and be a parent of a child attending, an employee, or a supporter of, the institution receiving the benefit of the loan that is guaranteed by the State of Victoria.".

5 Model rule 12(3)(c) is omitted.

6 For model rule 14 substitute—

"14 Fines

The co-operative will refrain in all circumstances from exercising the power provided by section 126 of the Co-operatives National Law (Victoria) to fine members.".

7 For model rule 16, substitute—

"16 Capital and shares (CNL ss76 to 82)

(1) The capital of the co-operative must be raised by the issue of shares of nominal value of $1 each.

(2) Every member shall hold at least five (5) shares paid up to the value of 10 cents on each share, but no member shall hold shares exceeding the nominal value of $1500.00, nor shall any member hold more than 20 per cent of the shares in the co-operative.

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Sch. 3

(3) A share in the co-operative does not carry a vote.

(4) The right to vote in the co-operative is attached to membership and governed by section 228 of the Law.

Note

Under section 82 of the Law, the co-operative is authorised to require members of a distributing co-operative to take up or subscribe for additional shares under a proposal approved by special resolution.".

8 For model rule 17(1) substitute—

"(1) Except with the consent of the Registrar or at the direction of the Registrar, the co-operative must not make calls on any amount unpaid on shares while any part of the loan to which the guarantee relates is still owing.".═══════════════

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Sch. 3

ENDNOTES

Fee Units

These Regulations provide for fees by reference to fee units within the meaning of the Monetary Units Act 2004.

The amount of the fee is to be calculated, in accordance with section 7 of that Act, by multiplying the number of fee units applicable by the value of a fee unit.

The value of a fee unit for the financial year commencing 1 July 2013 is $12.84. The amount of the calculated fee may be rounded to the nearest 10 cents.

The value of a fee unit for future financial years is to be fixed by the Treasurer under section 5 of the Monetary Units Act 2004. The value of a fee unit for a financial year must be published in the Government Gazette and a Victorian newspaper before 1 June in the preceding financial year.

Endnotes S.R. No. 3/2014


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