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Co-op Governance : Legislation Last Updated: Nov 28, 2009 - 10:00:09 AM  RSS feed


Co-operatives Act Amendments
By David Griffiths
Mar 18, 2008 - 5:20:30 PM

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The Victorian Government has introduced the Co-operatives and Private Security Acts Amendment Bill 2008 which proposes to amend the Co-operatives Act 1996. The Bill was introduced into the Legislative Assembly on the 11 March 2008 and received its second reading speech on 13 March 2008.

According to the explanatory memorandum, the Bill aims to enable co-operatives to issue co-operative capital units (CCUs), facilitate recognition of interstate co-operatives, and allow the Registrar to exempt smaller co-operatives from auditing requirements.

Specifically, the Bill would inter alia:

  • provide for the legal nature of CCUs, including that they are transferable personal property interests subject to the rules of the relevant co-operative and the laws of ownership, and that they are taken as debentures for the purposes of Division 1 (Power to raise money);
  • prescribe matters relating to the issuing and holding of CCUs, including that the terms of issue must be approved by the Registrar, and that holders must have minimum voting rights but none of the entitlements of a member of the relevant co-operative;
  • make provision for the redemption of CCUs, including where they are redeemed out of profits that would otherwise be available for dividends, or where a cooperative has redeemed CCUs held by an active member;
  • amend various provisions to extend their application to CCUs, including s. 238 (Requirements for financial records, statements and reports)
  • stipulate the circumstances under which a foreign co-operative is taken to be carrying on business in   Victoria, and prohibit such unless the co-operative is authorised in accordance with proposed Part 14;
  • provide for the ministerial certification of the co-operative laws of another State, and allow the automatic grant of authorisation to "participating co-operatives" established under certified laws, subject to procedural requirements;
  • prescribe a process for the discretionary authorisation of non-participating foreign co-operatives by the Registrar, if satisfied that the rules of the co-operative conform to prescribed grounds;
  • stipulate the effects of an authorisation to carry on business, including that the co-operative will be "excluded matter" under s. 5F of the  Corporations Act 2001 No. 50 (Cth), subject to certain exceptions;
  • make provisions relating to authorisations to carry on business, including obligations of the co-operative, penalties for non-compliance, grounds for the withdrawal of authority by the Registrar, and right to appeal certain decisions;
  • prescribe matters relating to the winding up of foreign co-operatives in   Victoria, including the grounds upon which the Supreme Court may order this, and the treatment of outstanding property;
  • allow State co-operatives and participating co-operatives to consolidate their assets and liabilities through merger or transfer of engagements, and provide for related matters;
  • allow State co-operatives and non-participating co-operatives to merge or transfer engagements provided that the merger results in, or the transfer is to, a State co-operative, and provide for related matters;
  • make provisions for the liability of foreign co-operatives and State co-operatives operating in other States;
  • insert new Sch. 7 (Applied co-operatives provisions) and Sch. 8 (Modifications to Corporations Act); and
  • make minor, savings and transitional provisions.






© Copyright 2008 by Victoria Coop News

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