Co-operative Industrial Societies Act 1928
An Act to provide for the incorporation and registration of co-operative industrial societies
[Royal Assent 15 January 1929]
Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:
1. Short title and commencement
[Section 1 Amended by 25 Geo. V No. 78 ]This Act may be cited as the Co-operative Industrial Societies Act 1928 , and shall come into operation on 11th February 1929.
[Section 2 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 2 Subsection (1) amended by 25 Geo. V No. 78 ]In this Act, unless the contrary intention appears –amendment of a rule includes a new rule and a resolution rescinding a rule;Commissioner means the Commissioner for Corporate Affairs holding office under section 4 of the Commissioner for Corporate Affairs Act 1980 , and includes any person holding that office in an acting or temporary capacity;committee means the committee of management or other directing body of a society;meeting includes (where the rules of a society so allow) a meeting of delegates appointed by members;office, when used with reference to a society, means the registered office of the society;officer means any treasurer, secretary, member of the committee, manager, or servant of a society;persons claiming through a member includes the executors, administrators, and assigns of a member, and also his nominees where a nomination is allowed;printed includes typewritten;registered society means a society registered under this Act;rules means the registered rules for the time being, and includes any registered amendment of rules.(2) [Section 2 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A society is not a company within the meaning of the Companies (Acquisition of Shares) (Tasmania) Code .
3. Societies which may be registered
Subject as in this Act hereinafter mentioned, any society may be registered under this Act which is formed for the purpose of carrying on any industry, business, or trade specified in or authorized by its rules, including dealings of any description with land.
4. Capital and liability of members, &c.
[Section 4 Amended by No. 5 of 1956, s. 2 ][Section 4 Amended by No. 55 of 1965, s. 5 ](1) The capital of a society to be registered under this Act shall be divided into shares, each of a certain fixed amount, and the liability of a member shall be limited to the amount of the shares held by him.(2) Every member of a registered society shall, in respect of the shares held by him, have one vote and no more.(3) No withdrawable shares shall be issued by a registered society.(4) [Section 4 Subsection (4) amended by No. 44 of 1992, s. 4 ]No member other than some other registered society shall hold or claim any interest in the shares of a registered society exceeding $30 000 or, if another amount is prescribed, the prescribed amount.(5) No society shall be registered under this Act which has as its object, or one of its objects, the carrying on, and no registered society shall carry on, the business of banking.
[Section 5 Amended by No. 68 of 1994, s. 3 and Sched. 1 ](1) [Section 5 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]For the purposes of registration an application to register a society, signed by at least 5 members and the secretary or manager, and 2 printed copies of the rules, signed as aforesaid, shall be delivered to the Commissioner.(2) [Section 5 Subsection (2) amended by No. 24 of 1978, s. 2 ]No society shall be registered under this Act which does not consist of 15 members at least.(3) No society shall be registered under this Act unless its rules comply with the provisions of this Act.(4) [Section 5 Subsection (4) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]A society shall not be registered under a name identical with that under which –or under any name which is, in the opinion of the Commissioner, likely to mislead members of the public as to its identity.(a) some other society is registered under this Act; or(b) a company or foreign company is registered under the Companies (Tasmania) Code ; or(c) a recognized company or a recognized foreign company is registered under the law of another State or a Territory corresponding to the Companies (Tasmania) Code , being a company in respect of which there is currently lodged with the National Companies and Securities Commission notice of the situation of its principal office in Tasmania; or(d) a building society is registered under the Financial Institutions (Tasmania) Code ; or(e) a friendly society is registered under the Friendly Societies Act 1888 ; or(f) a co-operative housing society is registered under the Co-operative Housing Societies Act 1963 –(5) [Section 5 Subsection (5) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The word "co-operative" shall form part of, and the words "society limited" shall be the last words in, the name of any society registered under this Act.
6. Power to dispense with "limited" in name of charitable and other societies
(1) Where it is proved to the satisfaction of the Attorney-General that an association formed, or about to be formed, as a limited co-operative society has been, or is about to be, formed for the purposes of recreation or amusement, or for promoting commerce, art, science, religion, charity, or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Attorney-General may, by licence, direct that the association be registered as a co-operative society, with limited liability without the addition of the word "limited" to its name, and the association may be registered accordingly.(2) A licence by the Attorney-General under this section may be granted on such conditions and subject to such regulations as the Attorney-General thinks fit, and those conditions and regulations shall be binding on the association, and shall, if the Attorney-General so directs, be inserted in the rules of the society.(3) For every such licence there shall be such fee as may be prescribed.(4) The association shall, on registration, enjoy all the privileges of limited co-operative societies, and be subject to all their obligations, except those of using the word "limited" as any part of its name, and of publishing its name and of filing lists of its members and the members of its committee with the Commissioner.(5) A licence under this section may at any time be revoked by the Attorney-General, and upon revocation the Commissioner shall enter the word "limited" at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by this section. Provided that, before a licence is so revoked, the Attorney-General shall give to the association notice in writing of his intention, and shall afford the association an opportunity of being heard in opposition to the revocation.
7. Certificate of registration
[Section 7 Amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 7 Subsection (1) substituted by No. 24 of 1978, s. 3 ]The Commissioner, on being satisfied –shall issue to the society a certificate of registration in the form set out in Schedule 1 .(a) that the rules of the society are in compliance with the provisions of this Act;(b) that it has complied with the provisions of this Act as to registration;(c) that there are reasonable grounds for believing that the society, if registered, will be able to carry out its objects successfully; and(d) that there is no reasonable cause why the society and its rules should not be registered –(2) The certificate of registration shall be conclusive evidence that the society therein mentioned is duly registered, unless it is proved that the registration has been suspended or cancelled.
8. Appeal from refusal to register
(1) [Section 8 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]If the Commissioner refuses to register a society, or any rules or amendments of rules, the society may appeal from any such refusal to the Supreme Court.(2) [Section 8 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The judges of the Supreme Court may make rules regulating the manner and conduct of appeals from the Commissioner under this Act.
9. Cancellation and suspension of registration
[Section 9 Amended by 25 Geo. V No. 78 ][Section 9 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 9 Subsection (1) amended by No. 24 of 1978, s. 4 ]The Commissioner may, with the approval in writing of the Minister, cancel the registration of a society, by writing under his hand –(a) if at any time it is proved to his satisfaction –(i) that, in the case of a society registered before the commencement of the Co-operative Industrial Societies Act 1978 , the number of members of the society has been reduced to less than 5;(ia) that, in the case of a society registered on or after the commencement of the Co-operative Industrial Societies Act 1978 , the number of members of the society has been reduced to less than 15;(ii) that the registration has been obtained by fraud or mistake;(iii) that the society has ceased to exist, or exists or is carried on for any illegal purpose; or(iv) that the society has wilfully, and after notice from the Commissioner, violated any of the provisions of this Act; or(b) if he thinks fit, at the request of the society, to be evidenced in such manner as the Commissioner directs.(2) [Section 9 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner may, in any case in which he might, with the approval of the Minister, cancel the registration of a society, suspend such registration, by writing under his hand, for any term of not more than 3 months, and may, with the approval in writing of the Minister, renew such suspension for the like period.(3) [Section 9 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Not less than 2 months' previous notice in writing, specifying briefly the ground of any proposed cancellation or suspension of registration, shall be given by the Commissioner to a society before such registration shall be cancelled (except at the request of the society) or suspended, and notice of every cancellation or suspension shall be published by the Commissioner in the Gazette and in a newspaper as soon as practicable after the same takes place.(4) [Section 9 Subsection (4) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A society may appeal from the cancellation of its registration, or from any suspension of the same which is renewed so as to extend beyond 3 months, in the same manner as is herein provided with respect to appeals from the refusal of the Commissioner to register.(5) A society whose registration has been suspended or cancelled shall, from the date of the publication in the Gazette of the notice of such suspension or cancellation (but, if suspended, only while such suspension lasts, and in any case subject to the right of appeal hereinbefore given) absolutely cease to enjoy the privileges of a registered society, but shall nevertheless continue to be subject to any liability actually incurred by it, and the same may be enforced against the society as if suspension or cancellation had not taken place.
(1) The rules of a society registered under this Act shall contain provisions in respect of the several matters mentioned in Schedule 2 .(2) [Section 10 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]No amendment of a rule of a registered society shall be valid until the same has been registered under this Act, for which purpose 2 printed copies of the same, signed by at least 5 members and the secretary or manager, shall be delivered to the Commissioner.(3) [Section 10 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner shall, on being satisfied that such amendment is not contrary to the provisions of this Act, endorse on each of the 2 copies of the amendment sent to him as aforesaid a certificate of the registration of the same in the form set out in Schedule 3 , and such certificate shall be conclusive evidence of such registration.(4) [Section 10 Subsection (4) amended by No. 55 of 1965, s. 5 ]A copy of the rules of a registered society shall be delivered by the society to any person on demand, on payment of a sum not exceeding 10 cents.(5) The rules of a registered society may set out the form of any instrument necessary for carrying the purposes of the society into effect.
11. Society to have registered office
[Section 11 Amended by 25 Geo. V No. 78 ][Section 11 Amended by No. 55 of 1965, s. 5 ][Section 11 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 11 Amended by No. 43 of 1991, s. 5 and Sched. 1 ]Every registered society shall have a registered office to which all communications and notices may be addressed, and shall send to the Commissioner notice of the situation of such office and of every change therein.Penalty: Daily fine not exceeding 1 penalty unit.
Every registered society shall paint or affix and keep painted or affixed its registered name, together with the words "registered under the Co-operative Industrial Societies Act 1928 ", on the outside of every office or place in which the business of the society is carried on, in a conspicuous position, in letters easily legible, and have its registered name engraved in legible characters on its seal, and have its registered name mentioned in legible characters in all notices, advertisements, and other official publications of the society, and in all written correspondence, bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the society, and in all bills of parcels, invoices, receipts, and letters of credit of the society.
12A. Registered societies to keep accounting records
[Section 12A Inserted by No. 97 of 1982, s. 7 and Sched. 9 ](1) A registered society shall –(a) keep such accounting records as correctly record and explain the transactions of the society (including any transactions as trustee) and the financial position of the society; and(b) keep its accounting records in such manner as will enable –(i) the preparation from time to time of true and fair accounts of the society; and(ii) the accounts of the society to be conveniently and properly audited.(2) A registered society shall retain the accounting records kept under subsection (1) for such period as may be prescribed for the purpose of this subsection or, if no such period is prescribed, a period of 7 years after the completion of the transactions to which they relate.(3) The society shall keep the accounting records referred to in subsection (1) at such place or places in Tasmania as the committee of management or other directing body of the society thinks appropriate.(4) The accounting records of the society shall be kept in writing in the English language or so as to enable those records to be readily accessible and readily convertible into the English language.(5) [Section 12A Subsection (5) amended by No. 43 of 1991, s. 5 and Sched. 1 ]If default is made in complying with a provision of this section, the society and every member of the committee of management or other directing body of the society and every member of that committee or body who failed to take all reasonable steps to secure compliance by the society with the provision are each guilty of an offence and are liable on summary conviction to a fine not exceeding 30 penalty units.(6) In any proceedings against a person for failure to take all reasonable steps to secure compliance by the society with a provision of this section, it is a defence if that person proves that he had reasonable grounds to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provision was complied with and was in a position to discharge that duty.(7) In this section, accounting records has the meaning assigned to that expression in section 5 (1) of the Companies (Tasmania) Code .
[Section 13 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 13 Subsection (1) amended by No. 66 of 1962, s. 3 and Sched. 1 ]Every registered society shall, at least once in every year, cause a balance-sheet and a profit and loss account to be prepared and submitted for audit to a registered company auditor, and not holding any other office in connection with the society.(2) The auditor shall have access to all the books, deeds, documents, and accounts of the society, and shall examine the balance-sheet and profit and loss account, and verify the same with the books, deeds, documents, accounts, and vouchers relating thereto, and shall either sign the same as found by him to be correct, duly vouched, and in accordance with law, or specially report to the society in what respects he finds them incorrect, unvouched, or not in accordance with law.(3) [Section 13 Subsection (3) inserted by No. 9 of 1982, s. 7 and Sched. 10 ]In subsection (1) , a reference to a registered company auditor is a reference to a person registered or deemed to be registered as an auditor under the Companies (Tasmania) Code .
[Section 14 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 14 Amended by No. 75 of 1973, s. 2 and Sched. 1 ][Section 14 Amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 14 Subsection (1) amended by No. 31 of 1969, s. 2 ]Every registered society shall, within 3 months after the expiration of each financial year of the society or within such extended time as the Commissioner may allow, deliver to the Commissioner a return, signed by the auditor, comprising the audited balance-sheet and profit and loss account of the society for such financial year, and containing such other particulars (if any) as may be prescribed.(2) [Section 14 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The society shall, together with every such return, deliver to the Commissioner –(a) a copy of the report of the auditor, signed by him, in respect of the financial year to which the return relates;(b) a special return, signed by the auditor, showing the number of the shares and the amount of such shares held by each person in the society at the date to which the annual return is made up; and(c) a list, signed by the auditor, of the names of the members of the committee of the society at such last-mentioned date, together with their addresses and occupations.(3) [Section 14 Subsection (3) added by No. 31 of 1969, s. 2 ]A registered society that –need not comply with the provisions of subsection (2) (b) .(a) has more than 250 members;(b) keeps the register referred to in section 15 within 5 kilometres of the office of the Commissioner; and(c) provides reasonable accommodation and facilities for persons to inspect and take copies of that register –
[Section 15 Subsection (3) amended by No. 55 of 1965, s. 5 ][Section 15 Subsection (3) amended by No. 43 of 1991, s. 5 and Sched. 1 ](1) Every registered society shall keep in one or more books a register of its members, and enter therein the following particulars:(a) the names and addresses, and the occupations, if any, of the members, and a statement of the shares held by each member, and the amount of such shares (distinguishing each share by its number) and of the amount actually paid on the shares of each member;(b) the date at which each person was entered on the register as a member;(c) the date at which any person ceased to be a member.(2) Such register shall be prima facie evidence of the particulars entered therein.(3) [Section 15 Subsection (3) amended by 25 Geo. V No. 78 ]If any registered society fails to comply with subsection (1) it shall be liable to a daily fine not exceeding 1 penalty unit; and every member of the committee, manager, or secretary of the society who knowingly permits or who authorizes the default shall be liable to the like penalty.
16. Supply of copies of annual returns
(1) Every registered society shall supply gratuitously to every member, creditor, or person interested in the funds of the society, on his application, a copy of the last annual return of the society, and shall, within a reasonable time after the audit of the accounts required to be contained in such return has been completed, send by post to every member of the society a copy of such return, together with a copy of the report of the auditor.(2) Every registered society shall keep a copy of the last balance-sheet for the time being, together with the report of the auditor, always posted up in a conspicuous place at the registered office of the society.
17. Inspection of documents at Commissioner's office
(1) [Section 17 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Any person may inspect the documents kept by the Commissioner relating to societies registered under this Act on payment of the prescribed fee for such inspection.(2) [Section 17 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Any person shall be entitled to obtain from the Commissioner a copy, certified by him, of the certificate of registration of any society, or of any document or extract from any document filed at his office under the provisions of this Act, on payment of the prescribed fee therefor.
18. Inspection of books by members
(1) Save as provided by this Act, no member or other person shall have any right to inspect the books of a registered society, notwithstanding anything in the rules of the society relating to such inspection.(2) Any member or person having an interest in the funds of a society (whether as a shareholder or otherwise) shall be allowed to inspect his own account and the books containing the names of the members, at all reasonable hours at the registered office of the society, or at any place where the same are kept.(3) A registered society may, by its rules, authorize the inspection of any of its books therein mentioned, in addition to the said books containing the names of members, under such conditions as are thereby imposed, but so that no person, unless he is an officer of the society or is specially authorized by a resolution thereof, shall have the right to inspect the account of any other person without the written consent of such other person.
19. Inspection of books by order of Commissioner
(1) [Section 19 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner may, if he thinks fit, on the application of 10 members of a registered society, each of whom has been a member of the society for not less than 12 months immediately preceding the date of the application, appoint an accountant or actuary to inspect the books of the society and report to him on those books, but the Commissioner may, if he thinks fit, require the applicants to give security for the costs of the proposed inspection before appointing any inspector.(2) [Section 19 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The costs of and incidental to any such inspection shall be borne by the applicants or the society as the Commissioner shall direct, or by the applicants and the society in such proportions as the Commissioner shall direct, and in default of payment the amount of those costs may be recovered by and in the name of the Commissioner in any court of competent jurisdiction from the party liable to pay them.(3) [Section 19 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A person appointed under this section shall have power to make copies of any books or any part of any books of the society at all reasonable times at the registered office of the society or at any place where the books are kept.(4) [Section 19 Subsection (4) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner shall communicate the result of any such inspection to the applicants and to the society concerned.
20. Power of Commissioner to appoint inspector or call meeting of society
(1) [Section 20 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Upon the application of one-tenth of the whole number of members of a registered society, or of 100 members in the case of a society exceeding 1 000 members, the Commissioner, with the consent of the Minister in every case, may –(a) appoint an inspector or inspectors to examine into and report on the affairs of the society; or(b) call a special meeting of the society.(2) [Section 20 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The application under this section shall be supported by evidence to the satisfaction of the Commissioner that the applicants have good reason for requiring such inspection to be made or meeting to be called, and that they are not actuated by malicious motives in their application; and such notice of the application shall be given to the society as the Commissioner directs.(3) [Section 20 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner may, if he thinks fit, require the applicants to give security for the costs of the proposed inspection and report, or of the proposed meeting, before appointing any inspector or calling such meeting.(4) [Section 20 Subsection (4) amended by No. 9 of 1982, s. 7 and Sched. 10 ]All expenses of and incidental or preliminary to any such inspection or meeting shall be defrayed by the applicants or the society as the Commissioner shall direct, or by the applicants and the society in such proportions as the Commissioner shall direct, and in default of payment the amount of those expenses may be recovered by and in the name of the Commissioner in any court of competent jurisdiction from the party liable to pay them.(5) An inspector appointed under this section may require the production of all or any of the books, accounts, securities, and documents of the society, and may examine on oath its officers, members, agents, and servants in relation to its business, and may administer an oath accordingly.(6) [Section 20 Subsection (6) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner may direct at what time and place a special meeting under this section is to be held, and what matters are to be discussed and determined at the meeting, and the meeting shall have all the powers of a meeting called according to the rules of the society, and shall, in all cases, have power to appoint its own chairman, any rule of the society to the contrary notwithstanding.
20A. Investigation into affairs of registered society
[Section 20A Inserted by No. 9 of 1982, s. 7 and Sched. 10 ]Without prejudice to the exercise by the Commissioner of the powers conferred by sections 19 and 20 , the provisions of Part VII of the Companies (Tasmania) Code apply to and in relation to a registered society as if it were a corporation within the meaning of that Code, and, for the purposes of that application, those provisions shall be construed as if –(a) a reference in that Part to the National Companies and Securities Commission were a reference to the Commissioner for Corporate Affairs;(b) a reference in that Part to an employee of the National Companies and Securities Commission were a reference to a person employed in the Corporate Affairs Office;(c) all provisions in that Part, to the extent that they confer functions or powers on the Ministerial Council for Companies and Securities, were omitted;(d) any reference in that Part to "the Agreement" (being the Agreement as defined in section 9 of the Companies and Securities (Interpretation and Miscellaneous Provisions) (Tasmania) Code were omitted;(e) the definition of relevant authority in section 289 of that Code were omitted;(f) a reference in that Part to the relevant authority were a reference to the Minister; and(g) section 294 of that Code were omitted.
The registration of a registered society shall render it a body corporate by the name described in the certificate of registration, by which name it may sue and be sued, with perpetual succession and a common seal, and with limited liability; and shall vest in the society all property for the time being vested in any person in trust for the society.
[Section 22 Amended by 25 Geo. V No. 78 ][Section 22 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]The rules of a registered society shall bind the society, and each of its members and all persons claiming through them respectively, to the same extent as if each member had subscribed his name and affixed his seal to those rules, and there were contained in those rules a covenant on the part of each such member, his executors, administrators, and assigns, to conform to those rules subject to the provisions of this Act.
(1) [Section 23 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]All money payable by a member to a registered society shall be a debt due from such member to the society, and shall be recoverable as such in any court of competent jurisdiction.(2) [Section 23 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A registered society shall have a lien on the shares of any member for any debt due to the society by that member.
24. Power to nominate persons to whom shares shall be transferred on death
[Section 24 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 24 Subsection (1) amended by 25 Geo. V No. 78 ]Subject to subsections (1A) and (1B) , a member of a registered society, not being under the age of 16 years, may, by writing under his hand, delivered at or sent to the registered office of the society, during the lifetime of that member, or made in any book kept thereat, nominate any person to whom there shall be transferred or distributed at his decease such shares in the society as shall belong to that member at the time of his decease, or such portion of those shares as is specified in such nomination if the nomination does not comprise the whole.(1A) [Section 24 Subsection (1A) inserted by No. 9 of 1982, s. 7 and Sched. 10 ]If on the death of a person who has made a nomination under subsection (1) the nominal value of the shares comprised in the nomination exceeds $200, the nomination shall have effect to the extent of shares to the nominal value of $200 only.(1B) [Section 24 Subsection (1B) inserted by No. 9 of 1982, s. 7 and Sched. 10 ]A nomination under subsection (1) does not have effect where the person nominated is an officer or employee of the society concerned unless that officer or employee is the spouse, parent, child, brother, sister, uncle, aunt, nephew, or niece of the person making the nomination.(2) [Section 24 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A nomination so made may be revoked or varied by a subsequent nomination, signed and delivered or sent or made in accordance with subsection (1) , or by any similar document in the nature of a revocation or variation under the hand of the nominator, so delivered, sent, or made, but shall not be revocable or variable by the will of the nominator, or by codicil to that will.(3) [Section 24 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The society shall keep a book in which the names of all persons so nominated, and all revocations or variations, if any, of such nominations shall be recorded, and the shares comprised in any such nomination to an amount of not more than $200 shall be transferable to the nominee, although the rules of the society declare the shares not to be transferable.(4) [Section 24 Subsection (4) amended by 25 Geo. V No. 78 ]The marriage of a member of a society shall operate as a revocation of any nomination made by him before that marriage, but in the event of an officer of a society having transferred any shares of a member to a nominee in ignorance of a marriage contracted subsequently to the date of the nomination, the receipt of the nominee shall be a valid discharge to the society, and the society shall be under no liability to any other person claiming those shares.
25. Proceedings on death of nominator
[Section 25 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 25 Subsection (1) amended by No. 99 of 1982, s. 3 and Sched. 2 ][Section 25 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 25 Subsection (1) amended by No. 55 of 1965, s. 5 ]On receiving satisfactory proof of the death of a nominator, the committee of the society shall, subject to the limitation in amount specified in section 24 , transfer the shares comprised in the nomination in manner directed by the nomination, but in any case in which the shares comprised in the nomination would, if transferred as directed by the nominator, raise the share capital of any nominee to a sum exceeding $4 000, the committee shall pay him the market value of that excess.(2) [Section 25 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Where a nominee who is nominated under the provisions of this Act is under 16 years of age, the society may transfer the shares comprised in the nomination to either parent, or to a guardian of the nominee, or to any other person of full age who will undertake to hold those shares on trust for the nominee, and whom the society thinks a fit and proper person for the purpose, and the receipt of that parent, guardian, or other person shall be a sufficient discharge to the society for the shares so transferred.(3) [Section 25 Subsection (3) amended by 25 Geo. V No. 78 ]The committee shall, before making a transfer of any such shares to any person other than the legal personal representative of the deceased member, require production of a receipt for any duty payable on those shares under the Deceased Persons' Estates Duties Act 1931 , or a certificate, signed by the proper officer, stating that no such duty is payable.
26. Transfers of shares to persons apparently entitled valid
All transfers of shares made by the committee of a registered society under the provisions of this Act, with respect to transfers to nominees of deceased members, to any person who at the time appears to the committee to be entitled thereunder, shall be valid and effectual against any demand made upon the committee or society by any other person.
[Section 27 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 27 Amended by No. 46 of 1991, s. 4 and Sched. 2 ]A person under the age of 18 but above the age of 16 years may be a member of a registered society, unless provision is made in the rules of the society to the contrary, and may, subject to the rules, enjoy all the rights of a member, except as by this Act provided, and may execute all instruments and give all acquittances necessary to be executed or given under the rules, but shall not be a member of the committee, trustee, manager, secretary, or treasurer of the society.
28. Bills of exchange and promissory notes
A bill of exchange or promissory note shall be deemed to have been made, accepted, or endorsed on behalf of a registered society if made, accepted, or endorsed in the name of, or by or on behalf or on account of, the society by any person acting under the authority of the society.
29. Restriction on the use of word "co-operative"
[Section 29 Amended by 1 Edw. VII No. 34, s. 2 ][Section 29 Subsection (3) amended by No. 55 of 1965, s. 5 ][Section 29 Subsection (3) amended by No. 43 of 1991, s. 5 and Sched. 1 ](1) [Section 29 Subsection (1) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]A company shall not be registered under the Companies (Tasmania) Code under a name which includes the word "co-operative".(2) [Section 29 Subsection (2) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]A person other than a registered society or a registered co-operative housing society shall not carry on any industry, business, or trade under a name which includes the word "co-operative" unless that person was, on 11th February 1929, carrying on that industry, business, or trade under a name which included that word.(3) [Section 29 Subsection (3) amended by 25 Geo. V No. 78 ]Any person who acts in contravention of this section, or who authorizes or knowingly causes, permits, or participates in such contravention, shall be liable to a fine not exceeding 10 penalty units, and to a further daily fine not exceeding 1 penalty unit.(4) [Section 29 Subsection (4) amended by No. 24 of 1978, s. 5 ]Nothing in subsection (2) shall apply to any society registered under the Friendly Societies Act 1888 or to a body incorporated outside this State.
30. Contracts: How made, varied, or discharged
[Section 30 Amended by 25 Geo. V No. 78 ](1) Any contract on behalf of a registered society which, if made between private persons, would by law be –and such contracts may be varied or discharged in like manner respectively.(a) required to be in writing and under seal, may be made on behalf of the society in writing under the common seal of the society;(b) required to be in writing and signed by the persons to be charged therewith, may be made on behalf of the society in writing, signed by any person acting under the express or implied authority of the society; and(c) valid, though made by parol only, may be made by parol on behalf of the society by any person acting under the express or implied authority of the society –(2) [Section 30 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A signature, purporting to be made by a person holding any office in the society, attached to a writing whereby any contract purports to be made, varied, or discharged by or on behalf of the society, shall, until the contrary is proved, be taken to be the signature of a person holding, at the time when the signature was made, the office so stated.(3) [Section 30 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]All contracts made according to the provisions contained in this section shall, so far as concerns their form and execution, be effectual in law and binding on the society and all other parties thereto, their executors or administrators, as the case may be.
31. Contracts for exclusive dealings by members with society
(1) [Section 31 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A registered society may, if and so far as its rules authorize it so to do, enter into a contract in writing with a member of the society requiring him to do either or both of the following:and any such contract may be enforced by or against a party who entered into the contract as a member of the society even though that party may no longer be a member of the society.(a) to sell to the society, or to dispose of through the society, either by way of a pool or otherwise, the whole of any specified products (whether primary products or otherwise) to be produced by that member in Tasmania during any period not exceeding 5 years;(b) to obtain during any such period any specific supplies or services through or from the society, to the exclusion of any other person –(2) No such contract as is referred to in subsection (1) shall be held to be invalid merely on the ground that it is in unreasonable restraint of trade.
32. Rules may provide for exclusive dealings with society
(1) [Section 32 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The rules of a registered society may provide that each member shall, for a period to be mentioned in those rules, not exceeding 5 years after he becomes such member, do either or both of the following:(a) sell to the society, or dispose of through the society, either by way of a pool or otherwise, the whole of any products specified in the rules (whether primary products or otherwise) to be produced by such member in Tasmania;(b) obtain any supplies or services of the nature specified in the rules through or from the society to the exclusion of any other person.(2) [Section 32 Subsection (2) added by No. 9 of 1982, s. 7 and Sched. 10 ]A provision included in the rules of a registered society in accordance with subsection (1) shall not be held invalid only on the ground that it is in unreasonable restraint of trade, but, where a person ceases to be a member of the society, that provision shall cease to have effect in relation to that person except in so far as it relates to a right accrued at the time when that person ceased to be a member.
33. Applications for shares in societies
(1) Every application for shares in a registered society shall be in writing, signed by the applicant.(2) Where the application for the shares is in respect of a society, the rules of which contain any such provision as is referred to in section 32 , there shall be embodied in or appended to such application in conspicuous lettering a statement of the existence of such provision and a copy of the rule by which such provision is made.(3) Any allotment of shares in a registered society made in respect of any application which does not comply with subsection (2) , shall be voidable at the instance of the applicant at any time within 6 months after the date of such allotment, and shall be so voidable notwithstanding that the society is in course of being wound up.(4) The form of application for shares in any registered society shall be submitted to the Attorney-General for his approval before the registration of any such society.
34. Rules may provide for transfer of shares by member ceasing to be qualified
[Section 34 Amended by 25 Geo. V No. 78 ][Section 34 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]The rules of a registered society may, if the society so determines, contain a provision in the words or to the effect following: "If a member ceases to be qualified for membership he shall, if required by the committee in writing so to do, transfer the shares held by him in the society to some person or persons qualified for membership and nominated in that writing upon payment by that person or those persons to that member of the market value of the shares or the amount paid up on those shares, whichever shall be the greater, and, if that member fails or refuses to so transfer the shares for the space of 21 days after being lawfully required by the committee so to do, the committee may effect the transfer in such manner as it thinks fit, and may remove the name of the member so failing or refusing from the register of members of the society and substitute the name of the transferee or transferees, but in any such case it shall be incumbent on the society to obtain from the transferee or transferees of the shares the market value or amount, as the case may be, and to pay the same to the person whose shares have been so transferred.".
35. Holding and disposal of land
[Section 35 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]A registered society may, if its rules do not direct otherwise, hold, purchase, or take on lease in its own name any land, and may sell, exchange, mortgage, lease, or build upon that land (with power to alter and pull down buildings and again rebuild), and no purchaser, assignee, mortgagee, or tenant shall be bound to inquire as to the authority for any such sale, exchange, mortgage, or lease by the society, and the receipt of the society shall be a discharge for all money arising from or in connection with the sale, exchange, mortgage, or lease.
(1) [Section 36 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The rules of a registered society may authorize advances of money to members on such security as is prescribed by those rules, but no society shall lend money or make advances upon the security or pledge of any of its own shares.(2) [Section 36 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]If authorized by its rules so to do, a registered society may, for any of the purposes of the society, borrow money or receive money on deposit, either from its members or otherwise.
[Section 37 Subsection (1) amended by No. 66 of 1962, s. 3 and Sched. 1 ][Section 37 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 37 Subsection (1) amended by No. 29 of 1959, s. 2 and Sched. 1 ]A registered society may invest any part of its capital in or upon any security authorized by its rules, and also, if the rules do not direct otherwise –(a) in or upon any security in which trustees are for the time being authorized by law to invest trust moneys; and(b) in the shares or debentures of any other registered society or of any company or foreign company registered under the Companies (Tasmania) Code or a recognized company or recognized foreign company within the meaning of that Code.(2) [Section 37 Subsection (2) added by No. 9 of 1982, s. 7 and Sched. 10 ] Subsection (1) does not authorize an investment to be made in the shares of a registered society or a company of the kind referred to in that subsection unless the liability of the members of the society or company is limited.
38. Appointment of proxies by societies with capital in other bodies corporate
(1) [Section 38 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A registered society which has invested any part of its capital in the shares of any other body corporate, may appoint as proxy any one of its members, although that member is not personally a shareholder of such other body corporate.(2) [Section 38 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The proxy shall, during the continuance of his appointment, be taken to be as holding the number of shares held by the society by which he is appointed for all purposes, except the transfer of any such shares, or the giving receipts for any dividends payable on those shares.
39. Power of body corporate to hold shares in a society
Any other body corporate may, if its articles of association, regulations, or constitution permit, hold shares by its corporate name in a registered society.
(1) [Section 40 Subsection (1) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]The rate at which a dividend is paid by a registered society on its shares shall not, in respect of any financial year of the society, exceed by more than 3 per cent the rate payable at the time of the declaration of the dividend by the Commonwealth Banking Corporation on deposits fixed for such period as may be prescribed for the purposes of this subsection, and such a dividend shall be calculated on the amount paid up on those shares.(2) No dividend shall be paid otherwise than out of profits.(3) The net profits of a registered society in any financial year of the society, after deducting therefrom the dividend, if any, payable in respect of that year, shall be disposed of in the manner determined by the rules of the society.
41. Application to registered societies of certain provisions of the Companies (Tasmania) Code relating to prospectuses and charges
[Section 41 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ](1) The provisions of Divisions 5 and 9 if Part IV of, and Schedule 5 to, the Companies (Tasmania) Code , and such other provisions of that Code and such provisions of the regulations in force under that Code as are necessary for the effectual operation of those first-mentioned provisions, so far as they are relevant and with the necessary adaptations and modifications, apply to and in relation to a registered society as if the society were a company within the meaning of the Companies (Tasmania) Code .(2) [Section 41 Subsection (2) amended by No. 97 of 1982, s. 7 and Sched. 8 ]Without limiting the generality of subsection (1) , for the purpose of applying the provisions referred to in that subsection to and in relation to a registered society –(aa) a reference in those provisions to a company or corporation shall be read as a reference to a registered society;(a) a reference in those provisions to the National Companies and Securities Commission shall be read as a reference to the Commissioner for Corporate Affairs;(b) a reference in those provisions to a director or to the directors of a corporation shall be read as a reference to a member of the committee of management or other directing body of the society or, as the case may be, to that committee or body; and(c) a reference in Division 9 of Part IV of that Code to the Register of Company Charges shall be construed as a reference to the Register of Charges of Co-operative Industrial Societies.(3) The provisions of section 28 of the Companies (Application of Laws) Act 1982 apply –in the same way as they apply in relation to a charge created by a company before the commencement of the first-mentioned Act or, as the case may be, to a charge to which property acquired by a company was subject immediately before the commencement of that Act.(a) in relation to a charge created by a registered society before the commencement of Schedule 10 to the Companies and Securities Legislation (Miscellaneous Amendments) Act 1982 ; and(b) in relation to any charge to which property acquired by a registered society was subject immediately before that commencement –
42. Execution of receipt for money secured by mortgage, &c.
[Section 42 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ](1) Subject to subsection (2) , where a registered society gives a receipt in full under its seal for all money secured to the society by any mortgage or assurance of property, being a receipt in the form set out in Schedule 4 or in any other form specified by the rules of the society, that receipt shall, if endorsed on or annexed to the mortgage or assurance, have the effect of discharging or vacating the mortgage and, in the case of property that is not subject to the Land Titles Act 1980 , vesting the property in the person entitled to the equity of redemption without any formal reconveyance or surrender.(2) If a mortgage or an assurance referred to in subsection (1) is registered under the Registration of Deeds Act 1935 or the Land Titles Act 1980 , a receipt of the kind referred to in that subsection is not sufficient to discharge or vacate the mortgage or assurance or vest the property concerned as provided by that subsection unless the receipt is also registered or recorded by the Registrar of Deeds or the Recorder of Titles, as the case may require.
43. Bond required from certain officers
(1) [Section 43 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Every officer of a registered society having receipt or charge of money, if the rules of the society so require, shall, before taking upon himself the execution of his office, become bound, either with or without a surety as the committee requires, in a bond in such form as the committee approves, or give the security of a guarantee society, in such sum as the committee directs, conditioned for his rendering a just and true account of all money received and paid by him on account of the society, at such times as its rules appoint or as the society or the committee requires him to do, and for the payment by him of all sums due from him to the society.(2) [Section 43 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Every officer of a registered society having receipt or charge of money on behalf of the society, or his executors or administrators, shall –(a) at such times as by the rules of the society he should render account, or upon demand made, or notice in writing given or left at his last or usual place of residence, give in his account as may be required by the society or by the committee thereof, to be examined and allowed or disallowed by the society or committee; and(b) on the like demand or notice, pay over all money and deliver all property for the time being in his hands or custody to such person as the society or the committee appoints.(3) [Section 43 Subsection (3) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]If an officer of a registered society fails or refuses to deliver an account or to pay over money or to deliver property as required under subsection (2) –(a) the society may sue in a court of competent jurisdiction on the bond or security referred to in subsection (1) ; and(b) the officer is guilty of an offence against this Act.
[Section 44 Subsection (9) amended by No. 68 of 1994, s. 3 and Sched. 1 ](1) [Section 44 Subsection (1) amended by 25 Geo. V No. 78 ]Every dispute between –and the society shall be decided in manner directed by the rules of the society, if they contain any such direction, and the decision so made shall be binding and conclusive on all parties without appeal, and shall not be removable into any court of law or restrainable by injunction; and such decision may be enforced by a judge in chambers, on application to him by summons by the party seeking to enforce the same, and the judge may order the costs of the application to be paid by the respondent.(a) a member of a registered society;(b) any person aggrieved, who has not, for more than 6 months, ceased to be a member of a society; or(c) any person claiming through such member or person aggrieved as aforesaid, or claiming under the rules of a society –(2) [Section 44 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The parties to a dispute in a society may by consent (unless the rules of such society expressly forbid it) refer such dispute to the Commissioner, who shall, with the consent of the Minister, hear and determine such dispute, and such determination shall have the same effect and be enforceable in like manner as a decision made in the manner directed by the rules of the society.(3) [Section 44 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner, when any dispute is referred to him, may administer oaths and may require the attendance of all parties concerned, and of witnesses, and the production of all books and documents relating to the matter in question; and any person refusing to attend or to produce any documents or to give evidence before the Commissioner shall be guilty of an offence against this Act.(4) [Section 44 Subsection (4) substituted by No. 9 of 1982, s. 7 and Sched. 10 ]Where the rules of a society direct that disputes are to be referred to justices for determination, a dispute shall be determined either by 2 justices or by a magistrate sitting alone.(5) A magistrate or justices, on any reference of a dispute to him or them, shall have all the powers conferred on justices by the Justices Act 1959 .(6) When the rules contain no direction as to disputes or no direction applicable to any particular dispute, or when no decision is made on a dispute within 40 days after application to the society for a reference under its rules, the member or person aggrieved may apply either to a magistrate or to any 2 justices, who may hear and determine the matter in dispute.(7) [Section 44 Subsection (7) amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Commissioner, magistrate, justices, or other person to whom any dispute is referred shall have power to order by which of the parties to the dispute the costs of the hearing and determination, or any portion of such costs, shall be borne, and any such order shall be deemed to be part of the determination and be enforceable accordingly.(8) A determination by a magistrate or justices shall have the same effect and be enforceable in the same manner as a decision under the rules of a society.(9) [Section 44 Subsection (9) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Notwithstanding anything in the Commercial Arbitration Act 1986 , or in any other Act, any magistrate or justices or the Commissioner shall not be compellable to state a special case on any question of law arising in the course of the reference, but may, at the request of either party, state a case for the opinion of the Supreme Court on any question of law, and also may grant to either party such discovery as to documents and otherwise or such inspection of documents as might be granted by the Supreme Court, such discovery to be made on behalf of the society by such officer of the same as such magistrate or justices or the Commissioner may determine.(10) For the purposes of this section, the expression "dispute" shall not apply to any dispute as to the validity, interpretation, or effect of any contract contained in any document other than the rules of the society, or, in the case of a person who has ceased to be a member of the society, any dispute other than a dispute on a question between him and the society which arose whilst he was a member, or arises out of his previous relation to the society as a member thereof.
45. Meaning of special resolution
(1) [Section 45 Subsection (1) substituted by No. 61 of 1958, s. 2 ]For the purposes of this Act a special resolution means, subject to subsection (1A) , a resolution which is passed by a majority of not less than three-fourths of the members of the registered society for the time being entitled under the rules to vote as have voted in person, or by proxy where the rules allow proxies, at a general meeting of which not less than 21 days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given according to the rules.(1A) [Section 45 Subsection (1A) substituted by No. 61 of 1958, s. 2 ]If it is so agreed by a majority in number of the members having the right to attend and vote at a general meeting, being a majority holding together not less than 95 per cent in nominal value of the shares giving that right, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days' notice has been given.(2) [Section 45 Subsection (2) amended by 25 Geo. V No. 78 ]At any meeting mentioned in this section, a declaration by the chairman that the resolution has been carried shall be conclusive evidence of the fact.
(1) [Section 46 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A registered society may, by special resolution with the approval in writing of the Commissioner, change its name.(1A) [Section 46 Subsection (1A) inserted by No. 9 of 1982, s. 7 and Sched. 10 ]Subject to subsection (1) , a registered society may change its name to a new name that is identical with the name by which –or that so nearly resembles any such name as, in the opinion of the Commissioner, may deceive any person, if and only if the Commissioner is satisfied that the other society registered under this Act, or, as the case may be, that the company, foreign company, recognized company, recognized foreign company, building society, friendly society, or co-operative housing society is in the course of being wound up, and has consented in writing to the registration of the first-mentioned society by that name.(a) some other society is registered;(b) a company or a foreign company is registered under the Companies (Tasmania) Code ;(c) a recognized company or a recognized foreign company is registered under the law of another State or a Territory corresponding to the Companies (Tasmania) Code , being a company in respect of which there is currently lodged with the National Companies and Securities Commission notice of the situation of its principal office in Tasmania;(d) a building society is registered under the Building Societies Act 1876 ;(e) a friendly society is registered under the Friendly Societies Act 1888 ; or(f) a co-operative housing society is registered under the Co-operative Housing Societies Act 1963 –(2) [Section 46 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Notice of every such change of name shall be forthwith published by the society in the Gazette, and the society shall cause a copy of such notice when so published to be filed at the office of the Commissioner.(3) No such change shall affect any right or obligation of the society or of any member thereof, and any pending legal proceedings may be continued by or against the society notwithstanding its change of name.
[Section 47 Amended by 25 Geo. V No. 78 ]Any 2 or more registered societies may, by special resolutions of both or all such societies, become amalgamated together as one society, with or without any dissolution or division of the funds of such societies or either of them, and the property of such societies shall become vested in the amalgamated society without the necessity of any form of conveyance other than that contained in the special resolutions amalgamating the societies.
48. Conversion of society into a company
[Section 48 Subsection (1) amended by No. 66 of 1962, s. 3 and Sched. 1 ][Section 48 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 48 Subsection (2) amended by No. 66 of 1962, s. 3 and Sched. 1 ][Section 48 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 48 Subsection (1) amended by No. 29 of 1959, s. 2 and Sched. 1 ]A registered society consisting of not less than 7 members may, by special resolution, determine to convert itself into a company under the Companies (Tasmania) Code .(2) [Section 48 Subsection (2) amended by No. 29 of 1959, s. 2 and Sched. 1 ]If a special resolution for converting a registered society into a company contains the particulars by the Companies (Tasmania) Code required to be contained in the memorandum of association of a company, and a copy thereof has been registered at the office of the Commissioner, a copy of such resolution under the seal of the Commissioner shall have the same effect as a memorandum of association duly signed and attested under the said Act.(3) [Section 48 Subsection (3) amended by 25 Geo. V No. 78 ]If a registered society is registered as a company, the registration of the society under this Act shall thereupon become void, and the same shall be cancelled by the Commissioner, but the registration of a society as a company shall not affect any right or claim subsisting against the society or any penalty incurred by the society, and, for the purpose of enforcing any such right, claim, or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company, and every such right or claim, or the liability to such penalty, shall have priority as against the property of that company over all other rights or claims against or liabilities of that company.
49. Conversion of a company into a society
[Section 49 Amended by 25 Geo. V No. 78 ][Section 49 Amended by No. 61 of 1958, s. 3 ][Section 49 Amended by No. 29 of 1959, s. 2 and Sched. 1 ][Section 49 Amended by No. 66 of 1962, s. 3 and Sched. 1 ](1) [Section 49 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Any company within the meaning of the Companies (Tasmania) Code may, by a special resolution, determine to convert itself into a registered society, and, for the purpose, in any case in which the nominal value of its shares held by any member other than a registered society exceeds $4 000, may, by the resolution, provide for the conversion of the excess of that share capital over $4 000 into transferable loan stock, bearing such rate of interest as may thereby be fixed, and repayable on such conditions only as are determined by the resolution, but the holding of any such stock does not confer on its holder any right to vote at a meeting of the society, or in respect of any matter concerning the business or affairs of the society.(2) [Section 49 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A resolution for the conversion of a company into a registered society shall be accompanied by a copy of the rules of the society to which the resolution relates, and shall appoint 5 members of the company who, together with the secretary or manager, shall sign the rules, and who may either be authorized to accept any alterations made by the Commissioner therein without further consulting the company, or may be required to lay all such alterations before the company in general meeting for acceptance, as the resolution may direct. The alterations, if any, made by the Commissioner in the rules shall be such as shall be necessary to bring them into compliance with the provisions of this Act respecting the rules of a society seeking registration thereunder.(3) [Section 49 Subsection (3) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A copy of the special resolution under the seal of the company, together with the rules as approved by the Commissioner, shall be deposited with the Commissioner, who shall thereupon register the society and its rules, and shall give to it a certificate under his hand that the society referred to in the resolution and the rules of the society have been registered, but in the registered name of the company as a society the word "company" shall not be used.(4) [Section 49 Subsection (4) amended by No. 9 of 1982, s. 7 and Sched. 10 ]Upon the registration of a society under subsection (3) , the conversion of the company into the society shall take effect, and the registration of the company under the Companies (Tasmania) Code shall become void, and shall be cancelled by the Commissioner; but the registration of a company as a registered society shall not affect any right or claim subsisting by or against, or any penalty incurred by, the company previously to such registration, and for the purpose of enforcing any such right, claim, or penalty, the company may sue or be sued or proceeded against in the same manner as if it had not become registered as a society, and every such right or claim, and the liability to such penalty, shall have priority as against the property of the society over all other rights or claims against or liabilities of the society.
50. Registration of special resolutions
[Section 50 Amended by No. 61 of 1958, s. 4 ][Section 50 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]A copy of every special resolution of a registered society for any of the purposes mentioned in this Act, signed by the chairman of the meeting at which the resolution was passed, and countersigned by the secretary or manager of the society, shall be sent to the Commissioner and registered by him, and, until the copy is so registered and filed, the special resolution shall not take effect.
51. Saving as to rights of creditors
[Section 51 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]An amalgamation of 2 or more societies in pursuance of this Act shall not prejudice any right of a creditor of any society that is a party to the amalgamation.
51A. Receivers and managers and official management
[Section 51A Inserted by No. 9 of 1982, s. 7 and Sched. 10 ](1) The provisions of Parts X and XI of the Companies (Tasmania) Code , so far as they are relevant and with the necessary adaptations and modifications, apply to and in relation to a registered society as if the society were a company within the meaning of that Code.(2) Without limiting the generality of subsection (1) , for the purposes of applying the provisions referred to in that subsection –(a) a reference in those provisions to the National Companies and Securities Commission shall be read as a reference to the Commissioner for Corporate Affairs;(b) a reference in those provisions to a director of a company shall be read as a reference to a member of the committee of management or other directing body of the society;(c) a reference in those provisions to an officer of a company shall be read as a reference to an officer of the society; and(d) a reference in those provisions to a member of a company shall be read as a reference to a member of a society.
[Section 52 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ](1) A registered society may be wound up voluntarily or by the Court or on a certificate of the Commissioner.(2) In the case of a winding up voluntarily, or by the Court, the society may, subject to the provisions of this Act, be wound up in the same manner and in the same circumstances in which a company registered under the Companies (Tasmania) Code , may be wound up.(2A) [Section 52 Subsection (2A) inserted by No. 97 of 1982, s. 7 and Sched. 8 ]Subject to this section, the provisions of Part XII (Divisions 5, 6, and 7 excepted) of the Companies (Tasmania) Code , and such other provisions of that Code as are necessary for the effectual operation of those provisions, so far as they are relevant and with the necessary adaptations and modifications, apply to and in relation to a registered society in the same way as they apply to and in relation to a company within the meaning of that Code.(2B) [Section 52 Subsection (2B) inserted by No. 97 of 1982, s. 7 and Sched. 8 ]Without limiting the generality of subsection (2A) , for the purposes of applying the provisions referred to in that subsection to and in relation to a registered society –(a) a reference in those provisions to a company shall be read as a reference to a registered society;(b) except as provided in paragraph (h) , a reference in those provisions to the National Companies and Securities Commission shall be read as a reference to the Commissioner for Corporate Affairs;(c) a reference in those provisions to a member of a company shall be read as a reference to a member of a registered society;(d) a reference in those provisions to a director of a company shall be read as a reference to a member of the committee of management or other directing body of a registered society;(e) a reference in those provisions to an officer of a company shall be read as a reference to an officer of a registered society;(f) a reference in those provisions to the Gazette shall be read as a reference to the Tasmanian Government Gazette;(g) section 360 (1) (e) of the Companies (Tasmania) Code shall be read as if ", together with the amount of the contingent liability (if any) attached to those shares and together with any charges payable by him to the society in accordance with its rules" were inserted after "past member";(h) sections 461 , 462 , and 463 of that Code shall be read as if references to property vesting in the Commission were references to property vesting in the Crown in right of Tasmania; and(i) a winding up of a registered society on the certificate of the Commissioner shall be deemed to be a voluntary winding up and the provisions of Subdivision D of Division 3 of Part XII of that Code shall apply to and in relation to the winding up of the society as if it were a members' winding up within the meaning of that Part.(3) In the case of a winding up on a certificate of the Commissioner, the society may be wound up if the Commissioner issues a certificate to the effect –(a) that the number of members of the society is reduced to less than 15;(b) that the society has not commenced business within 12 months after becoming registered or has suspended business for a period of more than 6 months;(c) that the registration of the society has been obtained by mistake or fraud;(d) that there are, and have been for a period of one month immediately before the date of the Commissioner's certificate, insufficient directors or members of the society to constitute a quorum as provided by the rules of the society; or(e) following an investigation pursuant to the provisions applied by section 20A into the affairs of a society, that, in the interests of members or creditors of the society, the society should be wound up.(4) Where the Commissioner issues a certificate under this section, he may appoint a person to be the liquidator of the society, and the liquidator shall give such security as may be prescribed and be entitled to receive such fees as are fixed by the Commissioner on the advice of the Auditor-General.(5) The Commissioner shall, within 10 days after appointing a liquidator of a society, give notice of that appointment by notice published in the Gazette.(6) A winding up on the certificate of the Commissioner –(a) shall be deemed to commence on the day that the certificate is issued; and(b) shall be carried out in the prescribed manner.(7) Where a society is being wound up voluntarily and a vacancy occurs in the office of liquidator that, in the opinion of the Commissioner, is unlikely to be filled in the manner provided by the Companies (Tasmania) Code , the Commissioner may appoint a person to be liquidator.(8) The remuneration paid to the liquidator of a society wound up voluntarily shall not exceed the amount fixed by the Commissioner on the advice of the Auditor-General.(9) As soon as may be practicable after a society is wound up, the Commissioner shall cancel the registration of the society.(10) The provisions of the Companies (Tasmania) Code with respect to winding up do not apply to a society the winding up of which was begun before the commencement of Schedule 10 to the Companies and Securities Legislation (Miscellaneous) Amendments Act 1982 , and any such society shall be wound up in the same manner and with the same incidents as if that section had not been enacted and, for the purposes of the winding up, the provisions of this Act as in force immediately before that commencement shall continue to apply.(11) In this section, Court means the Supreme Court.
[Section 53 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]It shall be an offence against this Act if a registered society, or an officer or member thereof, or any other person –(a) fails to give or file any notice, send or file any return or document, or do or allow to be done any thing which the society, officer, or member or person is by this Act required to give, send, file, do, or allow to be done;(b) wilfully neglects or refuses to do any act, or to furnish any information required for the purposes of this Act by the Commissioner, or by any other person authorized under this Act, or does anything forbidden by this Act; or(c) makes or sends or files a return under this Act, or wilfully furnishes information, with respect to the affairs of a registered society, which is false in any particular.
54. Offences by societies to be also offences by officers
[Section 54 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ]Where an offence against this Act has been committed by a registered society and the offence is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the society, or any person who was purporting to act in any such capacity, he as well as the society shall be guilty of the offence and shall, on summary conviction, be liable to a penalty not exceeding that prescribed for the offence.
55. Offence to withhold money, &c.
[Section 55 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 55 Subsection (1) amended by No. 43 of 1991, s. 5 and Sched. 1 ]If a person –he is guilty of an offence and is liable on summary conviction to a fine not exceeding 50 penalty units.(a) by false representation or imposition, obtains possession of any money, securities, books, papers, or other effects of a registered society; or(b) having possession of any such money, securities, books, papers, or effects –(i) misapplies or improperly withholds any part of it or them; or(ii) wilfully applies any part of it or them to purposes other than those expressed in the rules of the society (as authorized by this Act) –(2) Where a person is found guilty of an offence under subsection (1) , the court making the finding may order him to deliver up to the society concerned all money, securities, books, papers, and other effects, and to repay the amount of any money improperly applied.(3) [Section 55 Subsection (3) amended by No. 43 of 1991, s. 5 and Sched. 1 ]If a person against whom an order under subsection (2) is made fails to comply with the order within the period specified in it, he is guilty of a further offence and is liable on summary conviction to a fine not exceeding 20 penalty units or imprisonment for a term not exceeding one year.
[Section 56 Amended by 25 Geo. V No. 78 ][Section 56 Amended by No. 55 of 1965, s. 5 ][Section 56 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 56 Amended by No. 43 of 1991, s. 5 and Sched. 1 ]If any person wilfully makes, orders, or allows to be made any entry or erasure in, or omission from, any balance-sheet or book of a registered society, or any return or document required to be sent, filed, produced, or delivered for the purposes of this Act, with intent to falsify the same or to evade any of the provisions of this Act, he is guilty of an offence and is liable on summary conviction to a fine not exceeding 50 penalty units.
57. Penalty for not using name of society, &c.
[Section 57 Amended by 25 Geo. V No. 78 ][Section 57 Amended by No. 55 of 1965, s. 5 ][Section 57 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 57 Amended by No. 43 of 1991, s. 5 and Sched. 1 ]If any officer of a registered society, or any person on its behalf, uses any seal purporting to be a seal of the society, on which its name is not engraved as provided in this Act, or issues or authorizes the issue of any notice, advertisement, or other official publication of the society, or signs or authorizes to be signed on behalf of the society any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bills of parcels, invoice, receipt, or letters of credit of the society, in which its registered name is not mentioned as provided in this Act, he is guilty of an offence and is liable on summary conviction to a fine not exceeding 50 penalty units.
[Section 58 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ][Section 58 Amended by No. 43 of 1991, s. 5 and Sched. 1 ]Any person who, with intent to mislead or defraud –is guilty of an offence and is liable on summary conviction to a fine not exceeding 50 penalty units or imprisonment for a term not exceeding 2 years.(a) gives to any other person a copy of any rules, other than rules that are for the time being registered under this Act, on the pretence that those rules are the existing rules of a registered society;(b) pretends that there are other rules of the society; or(c) gives to any person a copy of any rules on the pretence that those rules are the rules of a registered society which is not in fact registered –
59. Penalties for other offences
[Section 59 Amended by 25 Geo. V No. 78 ][Section 59 Amended by No. 55 of 1965, s. 5 ][Section 59 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Section 59 Amended by No. 43 of 1991, s. 5 and Sched. 1 ]Every registered society, officer or member of a society, or other person guilty of an offence against this Act, for which no penalty is expressly provided, is liable on summary conviction to a fine not exceeding 5 penalty units.
60. Certain other provisions of Companies (Tasmania) Code to apply to registered societies
[Section 60 Inserted by No. 97 of 1982, s. 7 and Sched. 9 ](1) Subject to this section, the provisions of sections 541 and 542 and of sections 552 to 561 (both inclusive) of the Companies (Tasmania) Code , and such other provisions of that Code as may be necessary for the effectual operation of those provisions, so far as they are relevant and with the necessary adaptations and modifications, apply to and in relation to a registered society in the same way as they apply to and in relation to a corporation or company within the meaning of that Code.(2) Without limiting the generality of subsection (1) , for the purpose of applying the provisions referred to in that subsection to and in relation to a registered society –(a) a reference in those provisions to a corporation or company shall be read as a reference to a registered society;(b) a reference in those provisions to the National Companies and Securities Commission shall be read as a reference to the Commissioner for Corporate Affairs;(c) a reference in those provisions to a member of a company shall be read as a reference to a member of a registered society;(d) a reference in those provisions to a director of a company shall be read as a reference to a member of the committee of management or other directing body of a registered society;(e) a reference in those provisions to an officer of a company shall be read as a reference to an officer of a registered society; and(f) a reference in section 555 of the Companies (Tasmania) Code to section 267 of that Code shall be read as a reference to the provisions of this Act relating to the keeping of accounting records by a registered society.
A document may be served on a registered society by leaving it at, or sending it by registered letter to, the registered office of the society, and such service shall, for the purposes of this Act or otherwise, be deemed to be service on the society.
62. Evidence of certain matters
[Section 62 Subsection (2) amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) [Section 62 Subsection (1) amended by No. 9 of 1982, s. 7 and Sched. 10 ]A document purporting to be a copy of the rules of a registered society, certified under the seal or signature of the Commissioner as a true copy of the rules of the society in force at the date of such certificate, shall be receivable in evidence as proof of those rules.(2) [Section 62 Subsection (2) amended by 25 Geo. V No. 78 ]A copy of any instrument or document or of any part of an instrument or document relating to a registered society which has been deposited, filed, or registered in the office of the Commissioner, shall be receivable in evidence without further proof, if certified under the hand of the Commissioner as a true copy or extract of the instrument or document.(3) The books containing the minutes of a meeting of any registered society, if purporting to be signed by the chairman or presiding officer of the meeting at which the proceedings were had, or by the chairman or presiding officer of the next succeeding meeting, shall be evidence of such proceedings and that the meeting of which such minutes are a record was duly and regularly convened, held, and constituted.
63. Commissioner to report certain contravention, &c., to law officer
[Section 63 Substituted by No. 9 of 1982, s. 7 and Sched. 10 ]It is the duty of the Commissioner to report to the Attorney-General or the Solicitor-General any contravention of, and any failure to comply with, a provision of this Act which appears to the Commissioner to have been committed by a registered society or any other person with respect to the filing, lodging, or depositing under this Act of any return, statement, balance sheet, or report, or any other document whatever.
[Section 64 Amended by 25 Geo. V No. 78, s. 7 and Sched. 10 ][Section 64 Amended by No. 9 of 1982, s. 7 and Sched. 10 ](1) There shall be paid to the Commissioner in respect of the several matters mentioned in Schedule 5 the several fees specified in that Schedule, or such smaller fees as may be prescribed.(2) All fees received by the Commissioner under this Act shall be paid into the Consolidated Revenue Fund.
[Section 65 Amended by 25 Geo. V No. 78 ][Section 65 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]The Governor may make regulations for or in respect of –and generally for the purposes of this Act.(a) registration and procedure under this Act;(b) the duties and functions of the Commissioner under this Act; and(c) the making, contents, and registration of returns and other documents required for the purposes of this Act –
SCHEDULE 1 - Certificate of registration of society[Schedule 1 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]
Form
SCHEDULE 2 - Matters to be provided for by the rules of societies registered under this Act[Schedule 2 Amended by No. 5 of 1956, s. 3 ][Schedule 2 Amended by No. 55 of 1965, s. 5 ]
1. Object, name and registered office of the society.
2. Qualification (if any) of members.
3. Terms of admission of the members, including any society or company investing funds in the shares of the society under the provisions of this Act.
4. The holding of annual and other meetings, the mode of voting thereat, and of making, altering, or rescinding rules.
5. The appointment and removal of a committee of management, by whatever name, of managers, secretaries, or other officers, and their respective powers and remuneration.
6. The amount of share capital and the division thereof into shares of a fixed amount.
7. Determination of the amount of interest, not exceeding $4 000, in the shares of the society which any member, other than another registered society, may hold.
8. Determination whether the society may advance money to, or borrow money or receive deposits from, members or others; and, if so, under what conditions, on what security, and to what limits of amount.
9. Determination whether the shares or any of them shall be transferable, and the conditions, if any, upon which they may be transferred, and provision for the form of transfer and registration thereof.
10. Provision for the audit of accounts and for the appointment of an auditor.
11. Mode of application, subject to this Act, of profits.
12. Provision for the custody and use of the seal of the society.
13. Determination whether, and by what authority, and, subject to this Act, in what manner any part of the capital may be invested.
SCHEDULE 3 - Certificate of registration of amendment of rules[Schedule 3 Amended by No. 9 of 1982, s. 7 and Sched. 10 ]
Form
SCHEDULE 4 - Form of receipt to be endorsed on or annexed to mortgage or assurance of property
Form
SCHEDULE 5 - Table of fees to be paid to the Commissioner[Schedule 5 Amended by No. 9 of 1982, s. 7 and Sched. 10 ][Schedule 5 Amended by No. 39 of 1959, s. 2 and Sched. 1 ][Schedule 5 Amended by No. 55 of 1965, s. 5 ]
$ | For registration of a society | 8·40 | For registration of any amendment of the rules of a society | 2·10 | For every certificate of registration or other certificate | 0·50 | For every certified copy of or extract from any document—for each folio of 72 words | 0·10 | For inspecting the documents relating to any registered society—for each inspection | 0·20 | For filing every annual return | 0·50 | For every day or part of a day during which the Commissioner is engaged in hearing and determing a dispute | 4·20 |