Northern Territory Explanatory Statements

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CO-OPERATIVES (NATIONAL UNIFORM LEGISLATION) BILL 2015

This Bill introduces the Co-operatives (National Uniform Legislation) Bill 2015.

The purpose of this Bill is to adopt the new national uniform template legislation for the regulation of co-operatives in all states and territories, as provided for in the Australian Uniform Co-operative Laws Agreement. The main purpose of this Bill is to enable the uniform Co-operatives National Law and the national Regulations to be applied in the Northern Territory.

The intention is that there will be a substantively uniform scheme of legislation for co-operatives applying in all Australian jurisdictions, based on the National Law. Some features of the National Law are set out below.

In addition to applying the Co-operatives National Law, this Bill and the application legislation of other jurisdictions will specify local administration details such as the appointment of a Registrar of Co-operatives, specifying which courts deal with various matters, and stating how official notices are published.

National Regulations supporting the Co-operatives National Law will be made by the Governor of New South Wales. Each jurisdiction has agreed to adopt, or make regulations consistent with, the National Regulations.

Existing co-operatives legislation in all jurisdictions is based on Core Consistent Provisions developed by the Standing Committee of Attorneys-General.
The proposed Co-operatives National Law continues the major features of the existing legislation, while also removing variations between jurisdictions and updating some provisions, particularly provisions that apply parts of the Corporations Act of the Commonwealth.

Clause 1. Short Title

This is a formal clause which provides for the citation of the Bill. The Bill when passed will be cited as the Co-operatives (National Uniform Legislation) Act 2015.

Clause 2. Commencement

This clause provides for the commencement of the Act to be set by the Administrator.

Clause 3. Interpretation

This clause provides for the interpretation of the Act.

Clause 4. Adoption of Co-operatives National Law and Regulations

This clause adopts the Co-operatives National law as a law of this jurisdiction.

Clause 5. Uniform adoption of nationally approved amendments to Co-operatives National Law

This clause sets out the manner of amending the Co-operatives National Law

Clause 6. Exclusion of legislation of this jurisdiction

This clause provides for the exclusion of the application of the Interpretation Act to the Co-operatives National Law.

Clause 7. Disallowance of Co-operatives National Regulations (NT)

This clause provides for the disallowance of National Regulations as if they were subordinate Northern Territory legislation.

Clause 8. Meaning of generic terms

This clause defines the meaning of generic terms in the Co-operatives National Law (NT).

Clause 9. Meaning of other terms

This clause defines the meaning of other terms in the Co-operatives National Law (NT).

Clause 10. Adjustment of date referred to in Corporations Act as adopted

This clause adjusts the reference date referred to in the Corporations Act as the date on which this Act commences.

Clause 11. Deregistration

This clause allows for specific references to the Commonwealth in the Corporations Act to be read as references to the Territory.

Clause 12. Cost of inquiry

This clause prescribes the entity as the Territory for the purposes of section 530(3)(b) which relates to the cost of an inquiry.

Clause 13. Secrecy

This clause specifies persons to whom information may be divulged.

Clause 14. Pecuniary penalty orders

This clause provides for pecuniary penalties to be paid to the Territory.

Clause 15. Duty on transfer of incorporation

This clause provides for any duty paid prior to the commencement of this Act to be taken into account under this Act.

Clause 16. Registration fees

This clause provides that no fee is chargeable for registration or transfer of property with respect to merger, transfer of engagements or transfer of incorporation under section 413 or 481.

Clause 17. Proceedings for offences

This clause provides for the limitation of commencement of proceedings under this Act.

Clause 18. Proceedings for recovery of fines or penalties under co-operatives rules

This clause provides for proceedings to recover a fine or penalty.

Clause 19. Acquisition on just terms

This clause provides for any acquisition of property to be on just terms.

Clause 20. Regulations

This clause provides for the Administrator to make Regulations under this Act.

Clause 21. Repeals

This clause repeals the Co-operatives Act.

Clause 22. Definitions

This clause defines words under the Co-operatives (National Uniform legislation) Act 2015.

Clause 23. National Regulations made before commencement

This clause gives effect to national Regulations made before the commencement of this Act.

Clause 24. Registration of co-operatives

This clause treats co-operatives registered under the Co-operatives Act as being registered under this Act.

Clause 25. Transitional regulations

This clause provides for transitional arrangements to be made by regulation.

Clause 26. Other laws amended

This clause provides for any consequential amendments to other legislation.

Clause 27. Expiry of Part

This clause provides for the expiry of this Part on the day after the Commencement of this Act.

This Appendix sets out the Co-operatives National Law. It is divided into Chapters and Schedules, which are briefly summarised below.

Chapter 1 Preliminary

This Chapter sets out the principles used by a co-operative organisation. The principles are those agreed by the International Co-operative Alliance and incorporated into Recommendation 193 of the International Labour Organization. The Chapter contains interpretation provisions and also sets out the relationship between the Co-operatives National Law and the Corporations Act. The provisions of the Corporations Act that are applied throughout the Co-operatives National Law are collected in a note and cross-referenced in tabular form along with relevant modifications for ease of reference.

Chapter 2 Formation, powers and constitution of co-operatives

This Chapter provides the mechanism for incorporating a co-operative and specifies the legal powers of the incorporated body as well as the legal assumptions that underpin a co-operative’s dealings with third parties. It identifies the matters that must be included in the rules of a co-operative and authorises the Registrar of
Co-operatives to publish model rules that a co-operative can adopt. The Chapter also sets out the nature of share capital of a co-operative and establishes the legal notions of membership and active membership. Member rights and obligations as well as the circumstances in which membership is cancelled and any rights accompanying cancellation are dealt with in the Chapter.

Chapter 3 Management and operation of co-operatives

This Chapter deals with corporate governance of a co-operative. Matters such as the board as the managing organ, directors and their duties and meetings are included. Matters relating to financial reporting and auditing are contained in the Chapter along with provisions governing fundraising from members and the public.

Chapter 4 Structural and other events for co-operatives

This Chapter deals with corporate structural events such as external administration, mergers, schemes of arrangement and transfers of incorporation. Relevant provisions of the Corporations Act are applied and modified to achieve consistency of treatment in most external administration processes. Special provisions for caretaker-type administration and administrative powers of the Registrar of
Co-operatives leading to a winding up are also located here.

This Chapter replaces the existing system of multiple registration to enable cross-border trade by co-operatives with a mutual recognition scheme for co-operatives from jurisdictions that participate in the Co-operatives National Law scheme.

Chapter 6 Supervision and protection of co-operatives

This Chapter establishes the powers of the Registrar of Co-operatives, inspectors and special investigators and the procedures that must be used when conducting an investigation. The Co-operatives National Law will introduce consistent powers and procedures across jurisdictions. If necessary, however, a particular jurisdiction will be able to modify provisions in this Chapter to account for local circumstances.

Chapter 7 Legal proceedings and other matters

This Chapter establishes nationally consistent provisions for offences, civil penalty provisions, appeals against administrative decisions, and the use of evidence in proceedings.

Chapter 8 General

This Chapter deals with administrative and other miscellaneous matters such as those relating to the office of Registrar of Co-operatives, the service and filing of documents, and the making of National Regulations.

Schedules

· Schedule 1 sets out the matters that must be addressed in the rules of a co-operative.

· Schedule 2 defines terms used in provisions that regulate interests and control in shares of a co-operative.

· Schedule 3 contains savings and transitional provisions.

· Schedule 4 sets out interpretation provisions that are nationally consistent and are used in place of the interpretation legislation in each jurisdiction.

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