Canberra Seed Savers Co-operative Ltd. – Canberra Seed Savers Cooperative

Registered rules of the Canberra Seed Savers Co-operative Ltd.

Canberra Seed Savers Coop Draft Rules

Part 1 Preliminary

1 Application of these rules

These rules are the rules of the Canberra Seed Savers Co-operative Ltd.

2 Definitions

(1) In these rules:

ballot paper means a ballot paper in paper or electronic form.

basic minimum financial statements means the financial statement required of a

small co-operative under the National Regulations.

board means the board of the co-operative.

CNL is a reference to the Co-operatives National Law as applying in this jurisdiction.

director means a director of the co-operative.

member means a member of the co-operative.

member director and non-member director—see section 174 of the Law and rule 37.

standard postal times means the times when properly addressed and prepaid letters

would be delivered in the ordinary course of post.

the co-operative means the Canberra Seed Savers Co-operative Ltd.

the Law means the Co-operatives National Law as applying in this jurisdiction.

the National Regulations means the Co-operatives National Regulations as applying

in this jurisdiction.

(2) Except so far as the contrary intention appears in these rules, words and expressions

used in these rules have the same meanings as they have, from time to time, in the

Law or relevant provisions of the Law.

3 Name of the co-operative (CNL ss220-222 & 224)

The name of the co-operative is Canberra Seed Savers Co-operative Ltd.

Part 2 Membership

Division 1 Membership generally

4 Active membership provisions (CNL ss112(2), 144, 148 & 156–166)

(1) Primary activity

For the purposes of Part 2.6 of the Law, the primary activities of the co-operative are:

Growing, saving and sharing seeds among Co-operative members: creating a “living seed bank” (a shared wealth of food seeds for Co-operative members to access).
Educating, encouraging and supporting local and regional growing, saving and sharing of seeds.
Promoting seed saving growing from seed and stewardship of locally grown, open pollinated seeds.
Undertaking community projects with other organisations, including government and businesses, which support the development of a local seed economy, seed banks and seed libraries.
Selling seeds to raise funds for the activities of the Co-operative.
The Co-operative is not for profit and non-distributing with no share capital. Members benefit from access to the shared seed bank, education, events and support to establish projects that meet the purposes of the Co-operative.

(2) Active membership requirements

A member must pay the specified annual membership fee (or have this requirement waived by the Board of Directors due to financial hardship), and act in a way that supports the purposes and primary activities of the co-operative, to establish and maintain active membership of the co-operative.

Note. Failure to maintain active membership may lead to cancellation of membership

(see rule 16).

5 Qualifications for membership (CNL s112)

A person qualifies for membership of the co-operative if the person is able to use or

contribute to the services of the co-operative.

Note. Insert here any other membership qualifications. For example, a housing Co-operative

may require members to qualify for housing assistance under other

government regulations.

6 Entry fees and regular subscriptions (CNL s124)

(1) The entry fee for an application for membership is $0.

Note. There does not need to be an entry fee, or a fee could be determined each

year by the board and published at the registered office or on the website of the co-operative.

(2) The regular subscription (also known as a periodic membership fee) is $10 waged, $5 unwaged/student per annum except where the board determines an exemption to payment of the periodic membership fee. The periodic membership fee may only be increased by a decision of the Board.

Note. There need not be any regular subscription, or there could be an annual fee or

a fee payable for other periods of time or determined from time to time by the board

and published at the registered office or on the website of the co-operative.

7 Membership applications

(1) Applications for membership must be lodged at the registered office in the

application form approved by the board, and should be accompanied by payment of

any applicable entry fee or subscription set under rule 6.

(2) Every application must be considered by the board.

(3) If the board approves of the application, the applicant’s name and any other

information required under the Law must be entered in the register of members

within 28 days of the board’s approval.

(4) The applicant must be notified in writing of the entry in the register and the applicant

is then entitled to the privileges attaching to membership.

(5) The board may, at its discretion, refuse an application for membership.

(6) The board need not assign reasons for the refusal. On refusal any amounts

accompanying the application for membership must be refunded within 28 days

without interest.

8 Cessation of membership (CNL s117)

A person ceases to be a member in either of the following circumstances:

(a) if the membership ceases in any circumstances specified in section 117 of the

Law;

(b) if the member no longer qualifies for membership under rule 5.

9 Expulsion of members (CNL s117)

(1) A member may be expelled from the co-operative by special resolution to the effect:

(a) that the member has seriously or repetitively failed to discharge the member’s

obligations to the co-operative under these rules or a contract entered into with

the co-operative under section 125 of the Law; or

(b) that the member has acted in a way that has:

(i) prevented or hindered the co-operative in carrying out its primary

activity or one or more of its primary activities; or

(ii) brought the co-operative into disrepute; or

(iii) been contrary to one or more of the co-operative principles as described

in section 10 of the Law and has caused the co-operative harm.

(2) Written notice of the proposed special resolution must be given to the member at

least 28 days before the date of the meeting at which the special resolution is to be

moved, and the member must be given a reasonable opportunity of being heard at the

meeting.

(3) At the general meeting when the special resolution for expulsion is proposed the

following procedures apply:

(a) at the meeting, the member must be afforded a full opportunity to be heard and

is entitled to call witnesses and cross-examine witnesses called against the

member;

(b) if the member fails to attend at the time and place mentioned, without

reasonable excuse, the member’s alleged conduct must be considered and the

co-operative may decide on the evidence before it, despite the absence of the

member;

the member concerned;

(d) the co-operative must not make a decision on the alleged conduct or on

expulsion, except by vote by secret ballot of the members present, in person or

represented by proxy or by attorney, and entitled to vote;

(e) a motion for the decision is not taken to be passed unless two-thirds of the

members present, in person or represented by proxy or by attorney, vote in

favour of the motion.

(4) Expulsion of one joint member means expulsion of all members holding membership

jointly with the expelled member.

(5) An expelled member must not be re-admitted as a member unless the re-admission is

approved by special resolution.

10 Resignation of members (CNL s117)

A member may resign from a co-operative by giving two week’s notice in writing in the form approved by the board.

11 Monetary consequences of expulsion or resignation (CNL s128)

(1) If a member is expelled or resigns from the co-operative, all amounts owing by the

former member to the co-operative become immediately payable in full.

(2) Subject to section 128 of the Law, payment to the expelled or resigning member of

any amount owing by the co-operative to the former member:

(a) must be made at the time decided by the board but within one year from the

date of expulsion or resignation; or

(b) may be applied at the time decided by the board, but within one year from the

date of expulsion or resignation, in the manner set out in section 128 of the

Law, if there is agreement by the board and former member or if the board

considers that repayment would adversely affect the financial position of the

co-operative.

12 Suspension of members

(1) The co-operative may suspend a member for not more than one year, who does any

of the following:

(a) contravenes any of these rules;

(b) fails to discharge obligations to the co-operative, whether under these rules or

a contract;

(2) In order to suspend a member, the procedure for expulsion of a member set out in

rule 9 is to be followed as if references to expulsion were references to suspension.

(3) During the period of suspension, the member:

(a) loses any rights (except the right to vote) arising as a result of membership;

and

(b) is not entitled to a refund, rebate, relief or credit for membership fees paid, or

payable, to the co-operative; and

Division 2 Dispute resolution

13 Disputes and mediation (CNL s129)

(1) The grievance procedure set out in this rule applies to disputes under these rules

between:

(a) a member and another member; or

(b) a member (including a former member) and the co-operative.

(2) If a dispute arises, a party cannot commence any court or arbitration proceedings

relating to the dispute unless it has complied with the provisions of this rule, except

where a person seeks urgent interlocutory relief.

(3) The parties to the dispute must meet and discuss the matter in dispute, and, if

possible, resolve the dispute within 14 days of:

(a) the dispute coming to the attention of each party; or

(b) a party giving notice, to each of the other parties involved, of the dispute or

grievance.

(4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to

attend that meeting, the parties must, as soon as is practicable, hold a meeting in the

presence of a mediator.

(5) The mediator is, where possible, to be a person chosen by agreement between the

parties, but in the absence of agreement between the parties:

(a) for a dispute between a member and another member, a person appointed by

the board; or

(b) for a dispute between a member (including a former member) and the co-operative, a person appointed by a mediation service accredited by the

Australian Mediation Association).

(6) The mediator may (but need not) be a member of the co-operative, unless the

member is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by

mediation.

(8) The mediator, in conducting the mediation, must:

(a) give the parties to the mediation process every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted by

any party; and

the mediation process.

(9) The mediator cannot determine the dispute.

(10) The mediation must be confidential and without prejudice.

(11) The costs of the mediation are to be shared equally between the parties unless

otherwise agreed.

(12) Nothing in this rule applies to any dispute as to the construction or effect of any

mortgage or contract contained in any document other than these rules.

(13) Nothing in this rule applies to any dispute involving the expulsion or suspension of a

member or the imposition of a fine.

(14) If the mediation process does not result in the dispute being resolved, each party may

seek to resolve the dispute in accordance with the Law or otherwise at law.

Note. Section 130 of the Law applies if mediation does not resolve the dispute.

Division 3 Members’ liability

14 Fines payable by members (CNL ss56 & 126)

(1) The board may impose on a member a maximum fine of $500 for a contravention

of these rules.

Note. The maximum amount to be inserted must not be more than $1,000, or $500

for a co-operative with a charitable purpose (see section 56 of the Law and National

Regulation 2.1).

(2) A fine must not be imposed on a member under subrule (1) unless:

(a) written notice of intention to impose the fine and the reason for it has been

given to the member; and

(b) the member has been given a reasonable opportunity to appear before the

board in person (with or without witnesses), or to send to the board a written

statement, to show cause why the fine should not be imposed.

15 Liability of members to co-operatives (CNL ss117(2) & 121)

(1) A member is liable to the co-operative for the amount, if any, unpaid by the member

in respect of entry fees and regular subscriptions, together with any charges, payable

by the member to the co-operative under these rules.

(2) Joint members are jointly and severally liable for any amount unpaid in respect of

items mentioned in subrule (1).

Division 4 Member cancellations

16 Forfeiture and cancellations—inactive members (CNL ss156–163)

The board must declare the membership of a member cancelled if:

(a) the whereabouts of the member are not presently known to the co-operative

and have not been known to the co-operative for a continuous period of at least

two years; or

(b) the member is not presently active and has not been active within the meaning

of rule 4 in the past two years.

Note 1. The period of inactivity must take account of the active membership

requirements in rule 4. For example, if a member is required to acquire or sell

product or services during a calendar year, the period of time should be expressed in

terms of calendar years.

Note 2. The period of time for inactivity under the Law is 3 years. The co-operative’s

rules may specify a shorter time than 3 years. If no period of time is specified, it will

be as specified in the Law.

Division 5 Deceased or incapacitated members

17 Value of interest of deceased member (CNL ss102–105)

Note. Membership ceases on death (see section 117 of the Law and rule 8). Sections 102–

104 of the Law deal with the transfer of shares and other interests on death. Section 105 of the

Law requires the rules to determine the value of the deceased member’s interest.

The value of the interest of a deceased member is the amount that would have been

payable to the member if the member had resigned and includes any prepayments of

regular subscriptions or other fees less any amounts owing to the co-operative by the

member.

18 Rights and liabilities of members under bankruptcy or mental incapacity

(1) If a person’s membership ceases because of bankruptcy, the value of the person’s

membership interest calculated in accordance with rule 17 may be transferred to the

Official Trustee in Bankruptcy.

(2) A person appointed under a law of a State or Territory to administer the estate of a

member who, through mental or physical infirmity, is incapable of managing his or

her affairs, may be registered as the holder of the member’s interest in the co-operative

and the rights and liabilities of membership vest in that person during the

period of the appointment.

(3) Upon application by a person appointed to manage the affairs of a member referred

to in subrule (2), the board may decide to suspend some or all active membership

obligations if there are grounds to believe that the member’s physical or mental

infirmity is temporary.

Division 6 Transfer of securities other than shares

19 Transfer and transmission of debentures

(1) On the written request of the transferor (the giver) of a debenture, the co-operative

must enter in the appropriate register the name of the transferee (the receiver) in the

same way and on the same conditions as if the application for entry were made by the

transferee.

(2) If the co-operative refuses to register a transfer of debentures, it must, within 28 days

after the date on which the transfer was lodged with it, send to the transferee notice

of the refusal.

(3) An instrument of transfer of a debenture must be executed by or on behalf of the

transferor and the transferee. The transferor is taken to remain the holder of the

debenture until the debenture in the name of the transferee is entered in the register

of debentures.

(4) The board may decline to recognise an instrument of debenture and may decline to

(a) a fee of $100 (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and

(b) the instrument of transfer is accompanied by the relevant debenture(s) and any

other evidence the board reasonably requires (in particular, evidence showing

the right of the transferor to make the transfer); and

(5) Debentures must be transferred in the following form or in a form approved by the

board:

I, A.B. (the transferor) of ……………………….…………… in the State/Territory of

……………………………. in consideration of the sum of $ .….. paid

to me by C.D (the transferee), of ……………………….…… in the State of

…………………………….. transfer to the transferee the debenture(s)

numbered …………………………………………………………………………….……

to be held by the transferee, the transferee’s executors, administrators and assigns,

subject to any conditions on which I hold the debenture(s) and any other conditions

being terms of the transfer of the debenture(s).

And I, the transferee, agree to take the debenture(s) subject to the conditions

mentioned.

Dated this ……………………….. day of ……………………….20 ………

Signed by ………………………………………………… transferor.

In the presence of ……………………………………………witness.

Signed by…………………………………………………. transferee.

In the presence of ………………………………………….witness.

20 Issue of CCUs (CNL ss345–354)

(1) The board may confer an interest in the capital of the co-operative by issuing CCUs

in accordance with the Law.

(2) Each holder of CCUs is entitled to one vote only at a meeting of the holders of

CCUs.

(2) Each holder of a CCU is entitled to one vote per CCU held at a meeting of the

holders of CCUs.

(strike out whichever is not applicable.)

(3) The rights of the holders of CCUs may be varied only in the way and to the extent

provided by their terms of issue and only with the consent of at least 75% of those

holders of CCUs who, being entitled to do so, cast a formal vote to accept the

variation at a meeting.

(4) The holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the

rights or entitlements of a member of the co-operative.

(5) The holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.

Note. Debenture holders receive notice of meetings of debenture holders, not

general meetings of the co-operative.

21 Transfer and transmission of CCUs

(1) Subject to subrule (2), the transfer and transmission of a CCU is to follow the same

process as for a debenture under rule 19.

(2) If the terms of issue of a CCU differ from rule 19 in respect of the manner of transfer

or transmission, the terms of its issue prevail.

Part 3 General meetings, resolutions and voting

22 Annual general meeting (CNL s252)

An annual general meeting must be held each year, at a place and on a date and a

time decided by the board, within 5 months after the close of the financial year of the

co-operative or within the further time allowed by the Registrar.

Note. A co-operative may specify particular matters to suit the convenience of

members such as time and place, if members are located in a wide geographical

area.

23 Members’ power to requisition a general meeting (CNL s257)

(1) The board may, whenever it considers appropriate, call a special general meeting of

the co-operative.

(2) The board must call a general meeting of the co-operative on the requisition in

writing by members who together are able to cast at least 20% of

the total number of votes able to be cast at a meeting of the co-operative.

(3) The provisions of section 257 of the Law apply to a meeting requisitioned by

members.

Note. The board is not required to call a general meeting of members to consider matters that

are not matters for decision by the members in general meeting.

24 Notice of general meetings (CNL ss239, 254 & 611)

(1) At least 14 days’ notice of a general meeting (not including the day on which the

notice is served or taken to be served, but including the day for which notice is

given) must be given.

Note 1. If there is to be a special resolution proposed at the meeting, there is a

requirement for at least 21 days’ notice of the special resolution.

Note 2. If there is a resolution proposed for the removal of a director, section 180 of

the Law requires special notice of the resolution and 21 days notice of the meeting.

(2) Notice must be given to each member of the co-operative and any other persons who

are, under these rules or the Law, entitled to receive notices from the co-operative.

Note. The auditor is and, if there is a trustee for debenture holders, the trustee is

entitled to notice of a general meeting.

(3) The notice must state the place, day and hour of the meeting and include ordinary

business as specified in rule 25 and, for special business, the general nature of any

special business.

(4) The notice must also include any business members have notified their intention to

move at the meeting under subrule (6) (but only if the members’ notification has

been made under these rules and within time).

(5) The notice must be served in the manner provided in the Law or rule 54.

Note 1. Section 611 of the Law makes provision for the service of notices on

members of the co-operative. Rule 54 makes additional provision for notice by

electronic transmission.

Note 2. Non-receipt of the notice does not invalidate the proceedings at the general

meeting.

(6) Members who together are able to cast at least 20% of the total

number of votes that are able to be cast at a meeting of the co-operative and who

have a resolution to submit to a general meeting must give written notice of it to the

co-operative at least 45 days before the day of the meeting.

Note. A co-operative can limit an individual member from proposing a resolution to

the general meeting by requiring that there be a minimum number of members

proposing the resolution before the matter can be considered. This does not prevent

an individual member from requesting that the board propose a particular resolution

at the next meeting.

25 Business of general meetings

(1) The ordinary business of the annual general meeting of a large co-operative must be:

(a) to confirm minutes of the last preceding general meeting (whether annual or

special); and

(b) to receive from the board, auditors or officers of the co-operative:

(i) the financial reports of the co-operative for the financial year;

(ii) a report on the state of affairs of the co-operative; and

(2) The ordinary business of the annual general meeting of a small co-operative must be:

(a) to confirm minutes of the last preceding general meeting (whether annual or

special); and

(b) to receive from the board, auditors or officers of the co-operative:

(i) the basic minimum financial statements for the co-operative for the

financial year;

(ii) a report on the state of affairs of the co-operative;

(iii) a directors’ solvency resolution as to whether or not, in their opinion,

there are reasonable grounds to believe that the co-operative will be

able to pay its debts as and when they become due and payable; and

Note 1. A small co-operative must prepare and send to members minimum financial

statements that are specified in regulation 3.10 of the National Regulations (these

are referred as “basic minimum financial statements”). A co-operative may require

more than the basic minimum financial statements to be provided to members and, if

so, the additional financial statements should be specified in this rule.

Note 2. If the small co-operative has consolidated gross assets of less than

$250,000 and consolidated revenue of less than $750,000, the financial statement

for the small co-operative need not include a cash flow statement (as provided in

regulation 3.10 of the National Regulations).

Note 3. A small co-operative may decide whether its financial statements are to be

either audited or reviewed, or neither.

(3) The annual general meeting may also transact special business of which notice has

been given to members under these rules.

(4) All business of a general meeting, other than business of the annual general meeting

that is ordinary business, is special business.

26 Quorum at general meetings

(1) An item of business cannot be transacted at a general meeting unless a quorum of

members is present when the meeting is considering the item.

(2) Unless these rules state otherwise, six members present in person, each being entitled

to exercise a vote, constitute a quorum.

(3) If a quorum is not present within half an hour after the appointed time for a meeting,

the meeting, if called on the requisition of members, must be dissolved. In any other

case it must be adjourned to the same day, time and place in the next week.

(4) If a quorum is not present within half an hour after the time appointed for an

adjourned meeting, the members present constitute a quorum.

27 Chairperson at general meetings

(1) The chairperson, if any, of the board may preside as chairperson at every general

meeting of the co-operative.

(2) If there is no chairperson, or if at a 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 must choose someone from their number to

be chairperson (until the chairperson attends and is willing to act).

(3) The chairperson may, with the consent of a meeting at which a quorum is present

(and must if directed by the meeting) adjourn the meeting from time to time and from

place to place. However, the only business that can be transacted at an adjourned

meeting is the business left unfinished at the meeting from which the adjournment

took place. When a meeting is adjourned for 14 days or more, notice of the adjourned

meeting must be given just as for the original meeting. Apart from this it is not

necessary to give notice of an adjournment or the business to be transacted at an

adjourned meeting.

28 Attendance and voting at general meetings (CNL ss228 & 256)

(1) The right to vote attaches to membership.

(2) Joint members have only one vote between them.

(3) Every joint member is entitled to attend and be heard at a general meeting.

(4) In the event of a dispute between joint members as to which member will vote

(subject to the grant of any proxy or power of attorney), the joint member whose

name appears first in the register of members is entitled to vote.

(5) A resolution, other than a special resolution, must be decided by simple majority.

Note. The requirements for a special resolution are in section 239 of the Law.

(6) Subject to subrules (7) and (8), a question for decision at any general meeting must

be decided on a show of hands of members present at the meeting.

(7) A poll may be demanded on any question for decision.

(8) If before a vote is taken or before or immediately after the declaration of the result on

a show of hands:

(a) the chairperson directs that the question is to be determined by a poll; or

(b) at least 5 members present in person or represented by proxy demand a poll,

the question for decision must be determined by a poll.

(9) The poll must be taken when and in the manner that the chairperson directs.

(10) A poll on the election of a chairperson or on the question of adjournment must be

taken immediately and without debate.

(11) Once the votes on a show of hands or on a poll have been counted then, subject to

subrule (8), a declaration by the chairperson that a resolution has been carried

(unanimously or by a particular majority) or lost is evidence of that fact.

(12) The result of the vote must be entered in the minute book.

29 Voting on a show of hands (CNL ss234 & 256)

On a show of hands at a general meeting, each member:

(a) present; or

(b) represented by a non-member acting under a power of attorney; or

(d) represented by a proxy (but only if proxies are allowed under these rules);

may exercise only one vote.

30 Voting on a poll

On a poll called at a general meeting, each member:

(a) present; or

(b) represented by a person acting under a power of attorney; or

(d) represented by a proxy (but only if proxies are allowed under these rules)

has one vote.

Note 1. A person can hold an unlimited number of proxies unless the rules restrict

the number of proxies any one person can hold. If the vote on a show of hands is

likely not to represent the views of the members who have given a proxy, a poll may

be demanded. Section 256(2) of the Law provides that a question is to be decided by

a poll if a poll is required by the chairperson of the meeting or by any 5 members

present at the meeting or represented at the meeting by proxy.

Note 2. Most decisions are made by ordinary resolution, but in certain cases the Law

requires a special resolution.

31 Determining the outcome where equality of votes (s228)

(1) This rule applies where the votes in favour and against a resolution are equal.

(2) If the chairperson of the meeting is a member of the co-operative, he or she may

exercise a second or casting vote.

(3) If the chairperson is not a member of the co-operative or decides not to exercise a

second or casting vote, the outcome of an equality of votes is taken to have been

decided in the negative.

32 Proxy votes (s229)

(1) Voting may be by proxy at a general meeting.

(2) The instrument appointing a proxy must be in writing signed by the appointer or the

appointer’s attorney properly authorised in writing.

(3) An instrument appointing a proxy may direct the way the proxy is to vote in relation

to a particular resolution and, if an instrument of proxy directs, the proxy is not

entitled to vote on the resolution other than as directed in the instrument.

(4) A person may be appointed as a proxy by more than one member.

Note. The rules may impose a limit on the number of members for whom a proxy

may act.

(5) An instrument appointing a proxy may be in the following form, or another form the

board approves:

………………………………………………… (name of co-operative)

I/We ………………… (name) of …………………..………. (address)

being a member(s) of the co-operative appoint

……………….…….………………….. (name) of ……………………………….

(address)

as my/our proxy 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 and on

my/our behalf at the *annual general/*special general meeting of the co-operative, to

be held on the ……………………..

day of ………………….……………. 20.……. and at any adjournment of the meeting.

#This form is to be used *in favour/*against the resolution.

Signed this ………………………. day of ……………………….. 20……..

*Strike out if not applicable.

#To be inserted if desired.

Note. The form may also set out the resolutions with provision for the member to

give direction to the proxy.

(6) An instrument appointing a proxy is not valid until the instrument, and the power of

attorney or other authority (if any) under which the instrument is signed or a

notarially certified copy of the power or authority, are deposited, at least 48 hours

before the time for holding the meeting or adjourned meeting at which the person

named in the instrument proposes to vote, at the registered office of the co-operative

or at another place specified for the purpose in the notice calling the meeting.

(7) A vote given in accordance with an instrument of proxy or a power of attorney is

valid despite 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 co-operative at the registered office before the

start of the meeting or adjourned meeting at which the instrument is used or the

power is exercised.

33 Postal ballots (other than special postal ballots) (CNL ss247 & 250)

Note 1. The rules may require some decisions to be made by postal ballot.

Note 2. Section 250 of the Law provides that members may require a matter to be

decided by a postal ballot. The following rule will facilitate a postal ballot in these

situations.

(1) A postal ballot must be held in respect of a special resolution where members who

together are able to cast at least 20% (or a lesser percentage which may be

substituted here) of the total number of votes able to be cast at a meeting of the Co-operative may requisition the board to conduct the special resolution by postal ballot.

Note. Requisitioning members may be liable for the cost of a postal ballot if the

special resolution is not passed. See section 250 of the Law.

(2) If a postal ballot is requisitioned by members under subrule (1), the requisition

should specify whether the postal ballot is to be a secret ballot.

(3) A postal ballot requisitioned under subrule (1) is to be conducted in accordance with

the National Regulations and in the form and manner determined by the board.

(4) The board may determine in a particular case whether the special resolution by postal

ballot should be a secret ballot and whether votes may be returnable by fax or other

electronic means or both.

(5) If the board decides to conduct a secret postal ballot, it must ensure that the method

used to conduct the ballot will ensure that votes can be counted without identifying

the way each member has voted.

(6) The board is to appoint a returning officer to conduct the postal ballot. In default of

such an appointment, the secretary is the returning officer.

(7) Ballot papers (in such form and with such content as the board may approve) must be

sent to all voting members giving:

(a) particulars of the business in relation to which the postal ballot is being

conducted; and

(b) an explanation of how to lodge a valid vote and the majority required to pass

the vote; and

and must be sent to members so that they arrive (assuming standard postal times) at

least 21 days before the closing date of the postal ballot.

(8) This rule does not apply in relation to special postal ballots.

34 Special postal ballots (CNL ss248 & 249)

Note. A special postal ballot is required by the Law for certain specified decisions.

The majority required to pass a special postal ballot is 75%. A special postal ballot is

governed by the provisions of the Law and the National Regulations as well as these

rules.

(1) This rule applies where a special postal ballot is required.

(2) Ballot papers (in such form and with such content as the board may approve) must be

sent to all voting members so that they arrive (assuming standard postal times) at

least 28 days before the closing date of the special postal ballot.

(3) The board may determine in a particular case whether the special resolution by postal

ballot should be a secret ballot and whether votes may be returnable by fax or other

electronic means or both.

(4) If the board decides to conduct a secret postal ballot, it must ensure that the method

used to conduct the ballot will ensure that votes can be counted without identifying

the way each member has voted.

35 Special resolutions (CNL ss238–241)

(1) A special resolution is a resolution that is passed:

(a) by a two-thirds majority at a general meeting; or

(b) by a two-thirds majority in a postal ballot (other than a special postal ballot) of

members; or

(2) A notice of special resolution is required to be given to members at least 21 days

before the vote or ballot time (or 28 days notice in the case of a special postal ballot).

(3) The notice of special resolution must state:

(a) the intention to propose the special resolution; and

(b) the reasons for proposing the special resolution; and

Note. Voting majorities for ordinary and special resolutions and special postal ballots

are defined in the Law along with how a majority is counted and the requirements for

registration of special resolutions.

Part 4 Board of directors

36 Board (CNL s172)

(1) The business of the co-operative is to be managed by or under the direction of the

board of directors, and for that purpose the board has and may exercise all the powers

of the co-operative that are not required to be exercised by the co-operative in

general meeting.

Note. The rules of the co-operative may restrict the power of the board, but an

exercise of power by the board in excess of the restriction in these rules may still be

a valid act. See section 45 of the Law.

(2) The board must have …… directors.

37 Qualifications of directors (CNL s174)

(1) A person is not qualified to be a director of the co-operative unless the person is an

individual over the age of 18 years and is either:

(a) an active member of the co-operative or a representative of a corporation that

is an active member of the co-operative; or

(b) not an active member but who possesses special skills in management or other

technical areas of benefit to the co-operative as specified by the board from

time to time.

(2) A person qualified to be a director under subrule (1)(a) is known as a “member

director”. A person qualified under subrule (1)(b) is known as a “non-member

director”.

(3) The board of directors must have a majority of member directors.

38 Chief executive officer (CNL ss172 & 178)

(1) The board may, if it considers appropriate, appoint a person to be responsible for the

day to day management of the co-operative. The person may be a director or the

secretary or a member of the co-operative or some other person.

(2) The appointed person is the chief executive officer of the co-operative, and may be

called the chief executive officer or (if a director of the board) the managing director.

(3) The conditions and the period of appointment including termination must be decided

by the board.

(4) The chief executive officer is not entitled to be present or to vote at a meeting of

directors on a motion concerning the conditions of his or her own appointment,

conditions of service or termination of service.

(5) The chief executive officer cannot be required to be an active member of the co-operative.

(6) In the event of any conflict between the terms of the appointment of a person as the

chief executive officer and that person’s obligations or privileges under the Law, the

terms of the Law prevail over the terms of appointment.

39 First directors and election of directors (CNL ss173 & 179)

(1) The first directors are elected by poll at the formation meeting of the co-operative

(except as provided by section 173(2)(b) of the Law).

Note. Under section 173(2)(b) of the Law, the first directors of a transferred Co-operative

are the directors in office at the date of registration under the Law.

(2) The term of office of the first directors is to be not more than 3 years ending on the

day of the third annual general meeting after the formation meeting.

Note. The rules may require that directors’ terms are of different length to enable

rotational retirement.

(3) The term of office of directors elected thereafter, is to commence from the annual

general meeting at which they are elected and ends on the day of the third annual

general meeting thereafter.

(4) The members of the board are to be elected in the manner specified in this rule.

(5) At an annual general meeting at which a director retires, the vacated office may be

filled in the following manner:

(a) At least 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; and

(B) the duties and responsibilities of a director; and

(D) the nomination and election procedures.

(b) A notice must also be displayed at the place of business of the co-operative

inviting nominations of nominees to serve as directors.

(i) be signed by 2 or more members; and

(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.

(d) The nomination and the notice of consent must be lodged with the secretary of

the co-operative at least 30 days before the annual general meeting.

(e) The secretary, or an officer nominated by the board, must 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:

(i) the nominee’s name; and

(ii) the nominee’s qualifications and experience; and

(iii) the nominee’s length of any previous service as a director of the co-operative or with any other co-operative.

(6) If the number of nominees equals the number of vacancies, the nominees must be

declared elected at the annual general meeting.

(7) If there are insufficient nominees to fill all vacancies, the nominees to be declared

elected at the annual general meeting and nominations for people to fill the

remaining vacancies are to be called from the floor and a ballot held if required.

(8) If the number of nominees exceeds the number of vacancies, the election of directors

must be conducted at the meeting by ballot as follows:

(a) A returning officer is elected at the meeting. The directors, the secretary and

anyone who has an interest in the election are not eligible to be the returning

officer.

(b) All nominees are to be listed on the ballot form in alphabetical order.

counting of the votes.

(d) If there is an equality of votes, the outcome must be determined by lot.

(e) The returning officer is to declare the election results.

(9) If any vacancies remain at the end of the meeting, the vacancies are to be casual

vacancies and must be filled in accordance with rule 42.

Note. A co-operative may specify other procedures in the rules to suit the particular

circumstances of the co-operative.

40 Removal from office of director (CNL s180)

The co-operative may by resolution under section 180 of the Law, with special notice

as required by that section, remove a director before the end of the director’s period

of office, and may by a simple majority appoint another person in place of the

removed director. The person appointed must retire when the removed director

would otherwise have retired.

41 Vacation of office of director (CNL s179)

In addition to the circumstances set out in the Law, a director vacates office if the

director dies.

Note. If a co-operative wishes to specify circumstances other than those set out in

section 179 of the Law or in this rule, those circumstances should be specified as

additions to this rule.

42 Casual vacancies and alternate directors (CNL ss173 & 177)

(1) The board may appoint a qualified person to fill a casual vacancy in the office of

director until the next annual general meeting.

(2) The board may appoint a person to act as a director (an alternate director) in the

place of an absent director.

(3) A person is not qualified to be appointed as an alternate director for:

(a) a member director—unless the person is qualified for appointment as a

member director; or

(b) a non-member director—unless the person is qualified for appointment as a

non-member director.

(4) An alternate director holds office until the next annual general meeting or until the

next general meeting held to elect directors to fill any vacancies (whichever is

earlier).

(5) An alternate director for a director (the principal director) vacates office:

(a) in similar circumstances or cases to those in which the principal director would

vacate office (and for that purpose the provisions of these rules and Division 1

of Part 3.1 of the Law accordingly apply in relation to the alternate director);

(b) if the alternate director is removed from office by the board as alternate

director for failure, without its leave, to attend a meeting of the board at which

the principal director is absent (and for that purpose the provisions of section

179(2)(b) of the Law do not apply in relation to the alternate director).

43 Remuneration of directors (CNL s203)

Directors’ remuneration must comply with the provisions of the Law.

Note 1. Remuneration for directors is strictly controlled under the Law and requires

the approval of the co-operative in general meeting. However, it is possible for a co-operative

to specify in its rules that a director will receive particular remuneration if

this is appropriate. It may still be necessary to obtain ratification or approval at a

general meeting even in respect of specified remuneration under the rules.

Note 2. An alternate director is treated as a director under the Law, and

remuneration of an alternate director is subject to the same restrictions under the

Law.

44 Proceedings of the board (CNL ss175 & 176)

(1) Meetings of the board (including meetings conducted outside board meetings

pursuant to section 176 of the Law) are to be held as often as may be necessary for

properly conducting the business of the co-operative and must be held at least every

3 months.

(2) A meeting may be held with one or more of the directors participating by using a

form of communication that allows reasonably contemporaneous and continuous

communication between the directors taking part in the meeting.

(3) Questions arising at a meeting must be decided by a majority of votes.

(4) If votes are equal, the chairperson, if a member director, has a second or casting vote.

(5) Other than in special circumstances decided by the chairperson, at least 48 hours

notice must be given to the directors of all meetings of the board, without which the

meeting cannot be held.

45 Quorum for board meetings (CNL s175)

(1) The quorum for a meeting of the board is 50% of the number of directors (or if that

percentage of the number of directors is not a whole number, the whole number next

higher than one half).

Note. The co-operative may specify in the rules a greater percentage than 50% for a

quorum.

(2) For a quorum, the number of member directors must outnumber the non-member

directors by at least one.

Note. The co-operative may specify in the rules another number by which the

number of member directors must outnumber the non-member directors.

46 Chairperson of board

(1) The chairperson of the board is to be elected by the board.

Note. The rules may provide that, in the alternative, the chairperson is to be elected

at a general meeting of the co-operative.

(2) If no chairperson is elected or the chairperson is not present within 15 minutes after

the time fixed for holding the meeting or is unwilling to act as chairperson of the

meeting, the directors present may choose one of their number to be chairperson of

the meeting until the chairperson attends and is willing to act as chairperson.

(3) The chairperson may be removed, and a new chairperson elected, by:

(a) ordinary resolution of the board, unless paragraph (b) applies; or

(b) ordinary resolution at a general meeting, if these rules provide that the

chairperson is elected at a general meeting of the co-operative.

Note. Subrule (3) does not affect the requirements of section 180 of the Law in

respect of the removal of a director.

47 Delegation and board committees (CNL s178)

(1) The board may by resolution delegate to:

(a) a director; or

(b) a committee of 2 or more directors; or

(d) a committee of members of the co-operative and other persons if members

form the majority of persons on the committee; or

(e) a committee of directors and other persons;

the exercise of the board’s powers (other than this power of delegation) specified in

the resolution. The co-operative or the board may by resolution revoke all or part of

the delegation.

(2) A power delegated under this rule may, while the delegation remains unrevoked, be

exercised from time to time in accordance with the delegation.

(3) A delegation under this rule may be given on conditions limiting the exercise of the

power delegated, or time or circumstances.

(4) Despite any delegation under this rule, the board may continue to exercise the power

delegated.

(5) If a power is exercised by a director (alone or with another director) and the exercise

of the power is evidenced in writing, signed by the director in the name of the board

or in his or her own name on behalf of the board, the power is taken to have been

exercised by the board. This is so whether or not a resolution delegating the exercise

of the power to the director was in force when the power was exercised, and whether

or not any conditions mentioned in subrule (3) were observed by the director

exercising the powers.

(6) A committee may elect a chairperson of their meetings. If no chairperson is elected,

or, if at a meeting the chairperson is not present within 15 minutes after the time

appointed for holding the meeting, the members present may choose one of their

number to be chairperson of the meeting.

(7) A committee may meet and adjourn as it thinks appropriate. Questions arising at a

meeting must be decided by a majority of votes of the members present and voting

and if the votes are equal, the chairperson has a second or casting vote.

48 Other committees

(1) The board may by resolution appoint committees of members or other persons or

both, to act in an advisory role to the board and to committees of directors.

(2) Rule 46 (6) and (7) apply to committees appointed under this rule, with the changes

approved by the board.

(3) The quorum for a meeting of the committee is half the number of committee

members (or if half is not a whole number the whole number next higher than one

half).

49 Minutes

(1) The board must keep minutes of meetings and, in particular, of:

(a) all appointments of officers and employees made by the directors; and

(b) the names of the directors present at each meeting of the board and of a

committee of the board; and

directors and of committees of directors.

Note. Section 209 of the Law also requires any declarations of interest by directors

to be recorded in the minutes.

(2) Minutes must be entered in the appropriate records within 28 days of the meeting to

which they relate was held.

(3) The minutes are to be signed within a reasonable time after the meeting to which

they relate by either the chairperson of that meeting or the chairperson of the next

meeting.

Part 5 Rules

50 Amendments and copies of rules (CNL ss57 & 60–63)

(1) Any amendment of the rules must be approved by special resolution. However, if

model rules are adopted in the manner specified under section 65(a) of the Law, any

amendments to the model rules as notified by the Registrar are included in the co-operative’s rules without the need for a special resolution.

Note. Section 60 of the Law permits the Registrar to specify classes of rules that

must not be changed without first obtaining the approval of the Registrar. A co-operative

should check whether any prior approval is required before the change is

put to a special resolution vote.

(2) A proposal to amend the rules of the co-operative must be made in a form approved

by the board which clearly shows the existing rule or rules concerned and any

proposed amendment to the rules.

(3) A member is entitled to a copy of the rules upon payment of the amount of $5 to the

co-operative.

Note. The rule could instead provide that the fee payable by a member for a copy of the rules is

nil (for example, for a copy that is provided electronically to the member). In any case, the fee

cannot be greater than the fee that would be charged if the member obtained a copy from the

Registrar.

Part 6 Administrative matters

51 Seal (CNL ss49 & 223)

(1) This rule applies if the co-operative chooses to authenticate a document under the

common seal of the co-operative.

(2) The co-operative’s name and registration number must appear on its common seal

and any official seal. The common seal must be kept at the registered office in the

custody that the board directs.

(3) The co-operative may have one or more official seals for use outside the State or

Territory in place of its common seal. Each of the additional seals must be a

facsimile of the common seal with the addition on its face of the name of the place

where it is to be used.

(4) The seal of the co-operative must not be affixed to an instrument other than under a

resolution of the board. Two directors, or one director and the secretary, must be

present and must sign all instruments sealed while they are present.

52 Inspection of records and registers (CNL ss214 & 215)

(1) Members of the co-operative have free access to the records and registers referred to

in section 214 (1) of the Law and they may make a copy of any entry in the registers

free of charge.

Note 1. The rule may instead specify an amount payable for making an entry in the

registers. The amount cannot exceed the amount set down in either the National

Regulations applying in this jurisdiction or in local regulations.

Note 2. Members and other persons accessing records and registers under section

214 of the Law are restricted in the use of any information obtained.

(2) Members do not have access to the minutes of board or committee meetings, but may

request access to any such minutes in writing addressed to the board.

53 Safe keeping of securities

Shares, debentures, charges and any other certificates or documents or duplicates of

them pertaining to securities must be safely kept by the co-operative in the way and

with the provision for their security as the board directs.

54 Notices to members (CNL s611)

(1) This rule applies in addition to section 611 of the Law regarding how a notice or

other document may be given to a member of the co-operative.

(2) A notice or other document required to be given to a member of the co-operative

may be given by the co-operative to any member by any form of technology (for

example, by fax or email), where the member has given consent and notified the co-operative of the relevant contact details.

Note. Legislation relating to electronic transactions may also be relevant to the giving

of notices or other documents.

(3) If a notice is sent by post, service is taken to be effected at the time at which the

properly addressed and prepaid letter would be delivered in the ordinary course of

post. In proving service by post, it is sufficient to prove that the envelope containing

the notice was properly addressed and posted.

(4) A notice forwarded by some other form of technology is taken 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.

(5) A notice may be given by the co-operative to joint members by giving the notice to

the joint member named first in the register of members.

(6) A notice may be given by the co-operative 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, and:

(a) the address should be that supplied for the purpose by the person claiming to

be entitled; or

(b) 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.

Part 7 Accounting and financial matters

55 Financial year

The financial year of the co-operative ends on 30^th June.

56 Accounts

(1) The board must have at least one financial institution account, electronic or

otherwise, in the name of the co-operative, into which all amounts received by the

co-operative must be paid as soon as possible after receipt.

(2) All cheques drawn on the accounts, and all drafts, bills of exchange, promissory

notes and other negotiable instruments, of the co-operative must be signed by 2

authorised persons.

(3) The operation of any electronic accounts must be restricted so that there is a

requirement for authorisation by 2 authorised persons.

(4) For the purposes of this rule, an authorised person is:

(a) a director; or

(b) a person approved by the board.

57 Appointing an auditor or reviewer for small co-operative (optional rule)

(CNL s298)

Note 1. If a co-operative is a small co-operative in a particular financial year, there is

no requirement to appoint an auditor, unless the co-operative is directed to prepare

audited or reviewed financial statements by its members or by the Registrar. A small

co-operative may choose to appoint an auditor or a reviewer to have its financial

statements to members either audited or reviewed each financial year where there is

no direction from members or the Registrar.

Note 2. A review may be carried out by a person who:

is a member of the Institute of Chartered Accountants in Australia and holds

a Certificate of Public Practice issued by that body

is a member of CPA Australia Ltd and holds a Public Practice Certificate

issued by that body

is a member of the Institute of Public Accountants and holds a Professional

Practice Certificate issued by that body

Note 3. Large co-operatives are required to appoint an auditor in accordance with

the procedures under the Law. A large co-operative is one that is not classified as a

small co-operative under the National Regulations.

Note 4. The following rule is suitable for a small co-operative that wishes to require

its financial statements be either audited or reviewed.

(1) The co-operative must appoint a reviewer in respect of its financial statements.

(2) A reviewer appointed under this rule is to conduct a review of the co-operative’s financial statements as presented to members.

(3) The appointment of a reviewer under this rule is to be made at an annual general meeting.

(4) The co-operative may appoint another reviewer at a subsequent annual general meeting if there is a vacancy in the office of the reviewer.

(5) The provisions of section 300(2) of the Law apply to a reviewer appointed under this rule in the same way (but with any necessary adaptations) as they apply to an auditor appointed for a large co-operative.

Note. See section 310 of the Law regarding the removal and resignation of auditors.

58 Appointing an auditor or reviewer for a small co-operative if there is a

direction under the Law (CNL ss271 & 272)

(1) If a small co-operative is directed to prepare a financial report under section 271 or

272 of the Law and the direction requires that the financial report be audited or

reviewed, the board must appoint an auditor or reviewer (as the case may) within one

month of the direction.

(2) An auditor or reviewer appointed under this rule holds office until the financial

report prepared as a result of the direction has been audited or reviewed and sent to

members.

59 Disposal of surplus funds during a financial year (CNL ss19, 355 & 356)

(1) The board may retain all or part of the surplus arising in any year from the business

of the co-operative, to be applied for the benefit of the co-operative.

(2) No part of the surplus may be paid or transferred directly or indirectly, by way of

profit, to members of the co-operative.

(3) A part of the surplus, but not more than 30%, arising in any year from the business

of the co-operative may be applied for charitable purposes.

60 Provision for loss

The board must make appropriate provision for losses in the co-operative’s accounts

and when reporting to members is to indicate whether the loss is expected to continue

and whether there is any real prejudice to the co-operative’s solvency.

61 Financial reports to members (CNL Part 3.3)

The co-operative must prepare financial reports and statements in accordance with

the Law, the National Regulations and these rules.

Note. The financial reports or statements required by the Law to be given to members vary according to the size of a co-operative in a given year. Large co-operatives are required to prepare and lodge with the Registrar full audited financial reports as set out in Part 3.3 of the Law. Small co-operatives are not required to lodge financial reports with the Registrar but are required to lodge an annual return under section 293 of the Law and provide members with basic minimum financial statements set out in the National Regulations. If the basic minimum reports prescribed in the National Regulations are not considered sufficient for a particular co-operative, the rules may include additional financial statements or information.

Part 8 Winding up

62 Winding up (CNL Part 4.5)

Note. A non-distributing co-operative is prohibited from distributing any surplus to members either during its operations or when it is wound up. If there are surplus funds after winding up, those funds must be given to another entity that also prevents distribution to its members. The co-operative may specify this entity in its rules and if the entity, for some reason, no longer exists when the co-operative is wound up, then the rule can provide a process for determining an alternative recipient of the funds.

(1) The winding up of the co-operative must be in accordance with Part 4.5 of the Law.

(2) If, on the winding-up or dissolution, there remains after the satisfaction of all its

debts and liabilities any property, this must not be paid to or distributed among the

members of the co-operative but must be given or transferred to Name of Entity.

(3) If the entity specified in subrule (2) does not exist at the time of the winding up or

dissolution of the co-operative, any surplus property after the satisfaction of all its

debts and liabilities must be given or transferred to an institution or institutions:

(a) with objects similar to those of the co-operative; and

(b) whose constitution prohibits the distribution of its property among its

members; and

default, by a judge of the court with jurisdiction in the matter.

Note. If the co-operative does not wish to specify an entity to receive any surplus

after winding up the following subrule is suitable:

(2) If, on the winding up or dissolution, there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions:

(a) with objects similar to those of the co-operative; and

(b) whose constitution prohibits the distribution of its property among its

members; and

(c) chosen by the members of the co-operative at or before the dissolution or, in default, by a judge of the court with jurisdiction in the matter.