Index
Number Rule name

Interpretation Rules Powers Name Active membership provisions Qualifications for membership Membership, subscriptions, periodic fees and shares Ceasing membership Expulsion of members Suspension of members Disputes Fines payable by members Capital and shares Liability of members to cooperatives Calls on shares Certificate of shares Sale of membersı shares Transfer and transmission of shares Effect of sale, transfer or disposal of shares Forfeiture and cancellations- inactive members Forfeiture of shares Forfeited shares Forfeiture for non-payment of subscription Death of member Dealings of members with cooperatives Charges on shares Registration of official trustee in bankruptcy Registration as administrator of estate on incapacity of member Entitlements and liabilities of person registered as trustee, administrator etc Transfer and transmission of debentures Annual general meetings Special general meetings Notice of general meetings Business of general meetings Quorum at general meetings Chairperson at general meetings Standing orders at general meetings Attendance and voting at general meetings Proxy votes Restriction on voting entitlement under power of attorney Postal ballot Poll at general meetings Special and ordinary resolutions Board of directors Qualifications of directors Independent directors Managing director First and subsequent directors Removal from office of director Vacation of office of director Filling of casual vacancies Remuneration Deputy directors Proceedings of the board Transaction of business outside board meetings Quorum for board meetings Chairperson of board Delegation and board committees Other committees Minutes Financial year Seal Custody and inspection of records and registers Accounts Safe keeping of securities Audit Cooperative funds Provision for loss Notices Winding up Schedule of charges Certification Further interpretations

1. Interpretation
In these rules:
"active member" means a member who is in active membership under section 5.
"auditor" means auditor or auditors for the time being of the cooperative appointed under the regulation.
"director" includes deputy director.
"financial institution account" means an account with a financial institution into which the cooperativeıs money may be paid.
"financial year" means the financial year of the cooperative specified in section 61.
"member" means a member of the cooperative.
"special resolution" means a resolution which is passed under section 43.
"the regulation" means Cooperatives Regulation 1997.

2. Rules

(1) The rules of the cooperative have the effect of a contract under seal‹

(a) between the cooperative and each member; and

(b) between the cooperative and each director, the principal executive officer and the secretary of the cooperative; and

(c) between a member and each other member.

(2) Under the contract, each of those persons agrees to observe and perform the rules as in force for the time being so far as those provisions are applicable to that person. [s 100]

(3) These rules may be altered by a special resolution [s 107], by a resolution of the board in accordance with section 108 of the Act or as otherwise permitted by the Act.

(4) No alteration to these rules takes effect until it is registered by the registrar. [s 109]

(5) Any member is entitled on demand to a copy of the rules on payment of a sum of not more than $10.00 . [s 102(1)]

(6) Any person may obtain a copy of these rules from the registrar on payment of the prescribed fee. [102(3)]

3. Powers
The cooperative has the power of an individual and the ability to restrict or place additional powers in the rules. The cooperative may not accept money on deposit. [s39]

4. Name
(1) The name of the cooperative shall be I.D.E.A.S. CO-OPERATIVE SOCIETY Ltd [s245].
(2) The cooperative may change its name under section 248 of the Act.
(3) The cooperative may abbreviate its name under section 246 of the Act.

5. Active membership provisions (1) Under part 6 of the Act- Primary activity The primary activity of the cooperative is to provide accommodation, information and other services to members; and Active membership requirements A member shall EITHER purchase services from the cooperative to the value of $100 during a calendar year OR provide services to the cooperative to the value of $100 during a calendar year, to establish active membership of the cooperative. (2) All members of the cooperative must be active members. (3) A member who fails to be or stops being an active member must, under the Act, have their shareholding cancelled and, subject to section 132 of the Act, their shares forfeited.

5A Objects: The objects of the cooperative shall be: (1) To advance the development of Ecocities through the example of our actions and the services offered. (2) To engage in educational activities which further the mission of the cooperative, both within its membership and in the wider community. (3) To develop and promote models of urban communities which contribute to the revitalisation of cities in a sustainable and economical manner. (4) To develop innovative models of medium density and not-for-profit housing incorporating urban permaculture, energy-efficient architecture, household recycling and cooperative, non-consumerist lifestyles.

6. Qualifications for membership
(1) Every member must hold at least ONE share. Members may also enter into contracts with the cooperative which define a minimum number of shares, greater than one, to be held. Such minimum number shall be based on the quality or type of services to be purchased from the cooperative.
(2) A person is not qualified to be admitted to membership of the cooperative unless there are reasonable grounds for believing the person will be an active member of the cooperative. [s 61]

7. Membership, subscriptions, periodic fees and shares
(1) The cooperative must supply, with each application for membership, a written notice of any intending or prescribed entry or periodic fees a person will be liable to pay on becoming a member of the cooperative. A member must pay an annual subscription of $100.00 or such smaller amount as determined by the board from time to time. [s 72]
(2) Applications for membership, shares or bonus shares or additional shares must be lodged at the registered office in the application form, approved by the board, together with the amount required to pay the shares fully or, if the shares are to be issued partly paid, a deposit of at least 10% of the nominal value of each share applied for.
(3) Every application must be considered by the board.
(4) If the board approves of the application, the board must allot the shares applied for.
(5) The applicantıs name together with the number of shares allotted, date of allotment and any other information required by or under the Act must be entered in the register of members.
(6) The applicant must be notified in writing of the allotment and of the entry in the register and the applicant is then entitled to the privileges attaching to membership, or to the holding of shares, or bonus or additional shares, as is appropriate.
(7) The board may, at its discretion, refuse an application for membership or shares (other than additional shares the subject of a compulsory issue under section 149 of the Act).
(8) The board need not assign reasons for such refusal.
(9) Upon refusal the applicantıs deposit must be refunded without interest.

8. Ceasing membership
A person stops being a member in any of the following circumstances-
(a) if the memberıs membership is cancelled under part 6 (Active membership requirements);
(b) if the member is expelled under these rules;
(c) if the member becomes bankrupt and the trustee of the memberıs estate disclaims any debt, contract, duty or liability of the member with the cooperative;
(d) on death of the member;
(e) if the contract of membership is rescinded on the ground of misrepresentation or mistake;
(f) if the memberıs share is transferred to another person and the transferee is registered as the holder of the share;
(g) if the memberıs share is forfeited under the Act or these rules;
(h) if the memberıs share is purchased by the cooperative under these rules;
(i) if a memberıs share is sold by the cooperative under any power in these rules and the purchaser is registered as holder in the memberıs place;
(j) if the amount paid up on the memberıs share is repaid to the member under these rules;
(k) on written notice by the member to the secretary, of the memberıs resignation from membership;
(l) for a member who is a corporation‹if the body is dissolved. [ss 66, 67]

9. Expulsion of members

(1) Subject to division 4 of part 6 of the Act, a member may be expelled from the cooperative by special resolution to the effect-

(a) that the member has failed to discharge the memberıs obligations to the cooperative, whether under these rules or a contract; or

(b) that the member has acted in a way that has- (i) prevented or hindered the cooperative in carrying out its primary activity or one or more of its primary activities; or
(ii) brought the cooperative into disrepute; or
(iii) been contrary to one or more cooperative principles, as described in section 7 of the Act, and in so acting has caused the cooperative harm.

(2) Written notice of the proposed resolution must be given to the member at least 28 days before the date of the meeting at which the special resolution is to be moved, and the member must be given a reasonable opportunity of being heard at the meeting.

(3) If a general meeting is to be called under this section the following procedures apply-

(a) at the meeting, the member must be afforded a full opportunity to be heard, to call witnesses and to cross examine witnesses called against the member;

(b) if the member fails to attend at the time and place mentioned, without reasonable excuse, the act must be considered and the cooperative may decide on the evidence before it, in spite of the absence of the member;

(c) once the act is considered, the cooperative may decide to expel the member who committed the act;

(d) the cooperative must not make a decision on the act or on expulsion other than by vote by secret ballot of the members present and entitled to vote. A motion for the decision is not taken to be passed, unless two-thirds of the members present and entitled to vote, vote in favour of the motion.

(4) If a member is expelled from the cooperative all moneys owing by the member to the cooperative are immediately payable in full.

(5) The shares of a member expelled must be cancelled as at the day of expulsion and the cancellation must be noted in the register of shares unless there are specific written terms to the contrary for a class of share issued.

(6) Subject to subsection (7) and the written terms of a class of share issued, the cooperative must, however, pay to the expelled member the amount of capital paid up on the memberıs shares at the time of expulsion (less any amount owing by the member to the cooperative).

(7) For this section-
"deficiency" means the amount of accumulated loss or deficiency disclosed in the last balance sheet of the cooperative. If a deficiency exists an appropriate proportion of the loss or deficiency must be deducted from the amount of capital paid up on the shares of the expelled member. This is done having regard to the number of shares in relation to the number of shares in the cooperative.

(8) Payment to the expelled member must be made at the time decided by the board but within 1 year from the day of expulsion. [s 76]

(9) An expelled member must not be re-admitted as a member unless the re-admission is approved by special resolution. A member re-admitted must not have restored to him or her any shares on his or her expulsion. [s 76]

10. Suspension of members

(1) The cooperative may, in general meeting, suspend members, by special resolution, for not more than 1 year, who do any of the following acts-

(a) contravene any of these rules (other than by-laws);

(b) fail to discharge obligations to the cooperative, whether under these rules or a contract; or

(c) act detrimentally to the interests of the cooperative.

(2) If in the opinion of the board, a member does an act mentioned in subsection (1), the board may call a special general meeting, if required, within 28 days of the occurrence of the act to consider it.

(3) If a general meeting is to be called under this section the procedure in section 9(3) applies and all references to expulsion in section 9(3) are taken to be references to suspension.

11. Disputes

(1) If there is a dispute or grievance existing between members, a member or members and the cooperative (the "parties involved")-

(a) all parties must meet to discuss and if possible, resolve the dispute or grievance within 14 days of the dispute or grievance arising to the knowledge of all involved, or a party giving notice to the other partyıs involved of the dispute or grievance, whichever is the earlier; and

(b) if the matter is not resolved under the procedure in paragraph (a) then, within 10 days of the meeting required in that paragraph taking place, a further meeting must be held by all parties involved in the presence of a mutually agreed referee. In the absence of agreement as to a referee, the meeting must be held in the presence of a referee, whether a member of the cooperative or otherwise, appointed by the board of the cooperative.

(2) The referee can not make a decision binding on the parties but must conciliate and mediate.

(3) If the matter is not settled under subsection (1)(b) then all parties must agree to seek resolution within 10 days by the assistance and with the mediation of the Alternative Dispute Resolution Division of Queensland, Department of Justice.

(4) If there is an entitlement to expel a member under the Act, rules, regulations or contract the grievance procedure shall not apply unless the members, by special resolution vote for that procedure to apply, or vote for it to apply whilst reserving the right to vote on expulsion if the matter is not resolved by the grievance procedure.

(5) For subsection (1)-

"members" does not include independent directors, non-member employees or non-member officers. [s 82]

12. Fines payable by members

(1) The board may impose on a member a maximum fine of $100.00 for a contravention of the rules.

(2) A fine must not be imposed on a member under subsection (1) unless‹

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

(b) the member has been given a reasonable opportunity to appear before the board in person (with or without witnesses), or to send to the board a written statement, for showing cause why the fine should not be imposed.

13. Capital and shares
(1) The capital of the cooperative must be raised by the issue of shares of nominal value of $50.00 each. [s 144(2)]
(2) No member may hold more than 20% of the nominal value of issued share capital of the cooperative other than under section 273 of the Act.
(3) The capital must vary in amount according to the nominal value of shares from time to time subscribed.

(4) No share is to be allotted (other than a bonus share) unless at least 10% of the nominal value of the share has been paid. A share can not be issued at a discount.
(5) The board may require a member to take up or subscribe for additional shares under a proposal approved of by the members by special resolution under section 149 of the Act.
(6) Bonus shares may be issued by the cooperative under sections 150 and 266 of the Act.
(7) Shares of the cooperative must not be quoted for sale or purchase at any stock exchange or in any other public way (within the meaning of the Income Tax Assessment Act 1936 (Cwlth)).
(8) Under section 260 of the Act, the cooperative is authorised to require members to lend money to the cooperative, under a proposal approved by special resolution of the cooperative.

14. Liability of members to cooperatives
(1) A member is, under section 70 of the Act, liable to the cooperative for the amount, if any, unpaid on the shares held by the member, together with any charges, including entry and periodic fees, payable by the member to the cooperative as required by these rules.
(2) On the death of a member, the memberıs estate is subject to the same liability as the member would have been until the memberıs personal representative or some other person is registered in the memberıs place. [s 66(2)]
(3) The joint holders of a share are jointly and severally liable for any amount unpaid on shares and to any such charges mentioned in subsection (1).

15. Calls on shares
(1) The board may from time to time make calls on the members for amounts unpaid on the shares of the members (whether on the nominal value of the shares or by way of premium) and not by the terms of issue of those shares made payable at fixed times, but no call must be more than one-quarter of the nominal value of the share or be payable at less than 1 month after the day fixed for the payment of the last call.
(2) Each member must, on receiving at least 14 daysı notice of the time and place of payment, pay to the cooperative at the time or times and place fixed the amount called on the shares.
(3) The directors may revoke or postpone a call.
(4) A call is taken to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalment.
(5) The joint holders of a share are jointly and severally liable to pay all calls for the share.
(6) If an amount called for a share is not paid before or on the day appointed for payment of the amount, the person from whom the amount is due must pay interest on the amount from the day appointed for the payment of the amount to the time of actual payment at the rate not more than 8% per annum the directors decide, but the directors may waive payment of all or part of the interest.
(7) An amount that, by the terms of issue of a share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by way of premium, is for these rules taken to be a call made and payable on the day that under the terms of issue the amount becomes payable, and, on non-payment, all the relevant provisions of these rules as to payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable because of a call duly made and notified.
(8) The board may, with respect to the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.
(9) The board may accept from a member all or part of the money uncalled and unpaid on any shares held by that member.
(10) The board may authorise payment by the cooperative of interest on all or part of an amount so accepted, until the amount becomes payable at a rate agreed as between the board and the member paying the sum, with the rate not more than 8%, or a rate not more than any amount fixed by the cooperative by special resolution.

16. Certificate of shares
(1) Every person whose name is entered as a member in the register of members must be given, after application by the member, and without payment, a certificate under the seal of the cooperative specifying the shares held by him or her and the amount paid up on those shares.
(2) However, if shares are held jointly by several persons the cooperative is not bound to issue more than 1 certificate, and delivery of a certificate to one of the joint holders is enough delivery to all.
(3) If a share certificate or certificate of shares is defaced, lost or destroyed a duplicate may be issued by the cooperative on payment of a fee, not more than $5.00 and on the terms as to evidence and indemnity as the board considers appropriate.

17. Sale of membersı shares

(1) A memberıs share may be sold by the cooperative at the request of the member if the share has not been purchased by the cooperative or forfeited by the member under the Act. [ss 67, 166, 170, 172]

(2) Subject to section 170 of the Act the cooperative may‹

(a) purchase any share of a member at the request of the member; and

(b) repay to a member, with the memberıs consent, all or part of the amount paid up on a share held by the member when the sum repaid is not required for the activities of the cooperative.

(3) The cooperative must cancel a share purchased or repaid in full by the cooperative.

(4) If, in the opinion of the board, payment of the repurchase price would adversely affect the financial position of the cooperative, the board may exercise any of the following options instead of paying the sum to the member‹ [s 171]

(a) for a deposit-taking cooperative apply the amount as an interest bearing deposit by the member with the cooperative;

(b) allot or issue debentures or subordinated debt of the cooperative to the member in satisfaction of the amount.

(5) A deposit or debenture issued under subsection (4)‹

(a) bears interest during any period as decided under section 171 of the Act; and

(b) must be repaid to the member as soon as repayment would not, in the opinion of the board, adversely affect the financial position of the cooperative, and in any case, within 10 years.

(1) The instrument of transfer of any share must be executed by or on behalf of the transferor (the giver) and the transferee (the receiver).

(2) The transferor is taken to remain the holder of the share until the name of the transferee is entered in the register of members. [s 169]

(3) Shares must be transferred in the following form or in a form approved by the board -

I, A.B. (the transferor) of .............................. in the State of ..............................
in consideration of the sum of $......... paid to me by C.D. (the transferee),
of .............................. in the State of .............................. transfer to the transferee the share (or shares) numbered .............................. in the IDEAS Co-operative to hold for the transferee, the transfereeıs executors, administrators, and assigns, subject to the several conditions on which I hold the same at the time of the execution.
And I, the transferee, agree to take the said share (or shares) subject to the conditions previously mentioned in this document.
Dated this .............................. day of 20........
Signed by ...................................................................................., transferor.
In the presence of .............................................................................,witness.
Signed by ...................................................................................., transferee.
In the presence of............................................................................., witness.

(4) A share may not be sold or transferred except-

(a) with the consent of the board, and to a person who is qualified to be admitted to membership of the cooperative under sections 5 and 6; or

(b) as otherwise provided by these rules or the Act. [s 166(1)(c)]

(5) The board may decline to register any transfer of shares to a person not qualified to be a member or of whom they do not approve. The board may also decline to register any transfer of shares on which the cooperative has a lien or charge. If the board refuses to register a transfer of shares it shall send notice of the refusal to the transferee within 2 weeks after the date on which the board declined to register the transfer.

(6) The board of the cooperative shall not consent to the sale or transfer of shares which would result in excess of the nominal value of shares permitted under section 273 to be held by a member.

(7) The board may decline to recognise any instrument of transfer unless‹

(a) a fee of $20.00 (or such lesser sum as may be decided by the board from time to time) is paid to the cooperative for the transfer; and

(b) the instrument of transfer is accompanied by the certificate (if any) of the shares to which it relates, and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer.

(8) The board shall maintain a record of all transfers made in the proper books of the cooperative.

(9) The board may suspend the registration of transf ers during the 14 days immediately preceding the annual general meeting in each year.

20. Forfeiture and cancellations - inactive members

(1) The board shall, after giving notice under section 130 of the Act, declare the membership of a member who was a member for the period stated cancelled if- [ s 125]

(a) the whereabouts of the member are not presently known to the cooperative and have not been known to the cooperative for a continuous period of at least TWO years before that date; or

(b) the member is not presently an active member and has not been an active member at any time during the past TWO years immediately before that time.

(2) The board is to declare the shares of a member forfeited at the same time as the membership is cancelled and the amounts payable for the cancellation and forfeiture must be dealt with and repaid under section 132 of the Act.

(3) The cooperative must, in the approved form, keep a register of memberships cancelled under subsection (1), which shall specify the particulars in schedule 2 of the regulation.

(4) A member may cease his or her membership by service of written notice to the secretary of the memberıs resignation from membership and the amounts due in respect of memberıs share are to be repaid to the member in a way adopted for repayment for forfeited shares under section 132 of the Act.

22. Forfeited shares
(1) A person whose shares have been forfeited under these rules stops being a member if membership is conditional on the holding of the shares or membership has otherwise been cancelled under the Act. The person remains liable to pay to the cooperative all amounts which (as at the date of forfeiture) were payable by him or her to the cooperative for the shares. (This is apart from calls in default.)
(2) A statutory declaration in writing by a director of the cooperative stating that a share in the cooperative has been forfeited on a date stated in the declaration, is conclusive evidence of that fact as against all persons claiming to be entitled to the share. [s 75]
(3) The cooperative, under section 26, has a charge on the paid up amounts of the forfeited shares and may appropriate those amounts under section 26(2).

23. Forfeiture for non-payment of subscription
(1) The shares of a member whose periodic fee (subscription) under section 7 has not been paid may be forfeited by resolution of the board.
(2) Written notice of the proposed forfeiture must be given to the member at least 14 days before the date of the board meeting at which the resolution for forfeiture of the shares is to be moved and the member must be given an opportunity of being heard at the meeting.
(3) Section 22 applies to the forfeiture.
(4) Subject to section 132 of the Act and subsection (5) payment to the member of any amount due under this section must be made at the time decided by the board, but within 1 year from the date of forfeiture.
(5) Instead of payment of an amount due to a member whose membership is cancelled, subject to section 132 of the Act, the amount due may be applied as a deposit if the cooperative takes deposits, or the cooperative may allot or issue debentures in satisfaction of the amount, or if the member consents in writing the amount may be appropriated as a donation.

23. Death of member

(1) Subject to section 167(1) of the Act the board must transfer the deceased memberıs share or interest in the cooperative to -

(a) the personal representative of the deceased, that is, an executor or administrator of the estate of a deceased member; or

(b) to such person the deceasedıs personal representative may specify, in an application made to the cooperative within 3 months after the death of the member.

(2) The board may approve the transfer of a share to a person other than the executor or administrator and in considering whether to approve the transfer the board must consider whether‹

(a) there are reasonable grounds for believing the proposed transferee will be an active member of the cooperative; and

(b) the proposed transferee is qualified to be a member of the cooperative under these rules; and

(c) the transfer would increase the proposed transfereeıs holding in the cooperative beyond that allowed by the Act or these rules. [ss 78(b), 166 & 167]

(3) If the total value of the deceased memberıs share in the cooperative is less than $10 000 or such other amount prescribed in the regulation the board may transfer the share under section 79 of the Act if there has not been a grant of letter of administration or of probate of the deceasedıs will. [s 79]

(4) In accordance with section 80 of the Act, the board must decide the value of the shares and interest of a deceased member as the amount paid up on the shares together with any other amounts due to the deceased member less any amounts owing to the cooperative by the deceased member. If the shares are forfeited the amounts due for the forfeiture must be dealt with and repaid within 1 year.

(1) The cooperative may, under section 73 of the Act, make a contract with a member requiring the member to have specified dealings with the cooperative for a fixed period.

(2) The contract may require a member‹

(a) to sell products through or to the cooperative; or

(b) to obtain supplies or services through or from the cooperative; or

(c) to pay to the cooperative specified amounts as liquidated damages for a failure to comply with a requirement authorised by this section.

(3) The sum, if any, specified as liquidated damages is to be considered as a debt due to the cooperative and in respect of such debt, the cooperative has, under section 75 of the Act, a charge on each of the following‹

(a) the share or interest in the capital and the credit balance and deposits of the member or past member;

(b) any dividend, interest, bonus or rebate payable to the member or past member;

(c) any entry and periodic fees required to be repaid to a member when the member ceases to be a member.

(4) The charge created under section 75 of the Act shall be enforced under that section and section 26.

27. Registration of official trustee in bankruptcy
(1) If a member is declared bankrupt, the Official Trustee in Bankruptcy may be registered as the holder of the share held by the bankrupt member. [s 162(1)]
(2) The board may register the Official Trustee in Bankruptcy as the holder of a share in which a bankrupt member has an entitlement in equity, with the consent of the holder of the share. [s 162(2)]

28. Registration as administrator of estate on incapacity of member
A person appointed under a law of a State to administer the estate of a member who, through mental or physical infirmity is incapable of managing his or her affairs, may be registered as the holder of that memberıs share. [ss 161 and 166]

29. Entitlements and liabilities of person registered as trustee, administrator etc
(1) A person becoming entitled to be a shareholder because of the death, bankruptcy or the incapacity of the holder is entitled to the dividends and other advantages to which the person would be entitled if he or she were the registered holder of the share or shares.
(2) However, before being registered as a member, the person is not entitled to exercise a right conferred by membership in relation to meetings of the cooperative.
(3) A person registered under section 24, 27 or 28 is, while so registered, subject to the same liabilities in relation to the share or shares as those to which the dead person, incapable person or the bankrupt person would have been liable if he or she had remained a member with full legal capacity.
(4) The board has the same right to decline or to suspend registration of a share as it would have had for a transfer of a share by the bankrupt or incapacitated person before the bankruptcy or incapacity.

30. Transfer and transmission of debentures

(1) On the written request of the transferor (the "giver") of a debenture, the cooperative must enter in the appropriate register the name of the transferee (the "receiver") in the same way and subject to the same conditions as if the application for entry were made by the transferee.

(2) If the cooperative refuses to register a transfer of debentures it must, within 28 days after the day the transfer was lodged with it, send to the transferee notice of the refusal.

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

(4) The transferor is taken to remain the holder of the debenture until the debenture in the name of the transferee is entered in the register of debentures.

(5) The board may decline to recognise any instrument of debenture and may decline to register any debenture unless‹

(a) a fee of $20.00 (or such lesser sum as may be decided by the board from time to time) is paid to the cooperative for the transfer registration; and

(b) the instrument of transfer is accompanied by the relevant debenture/s and other evidence as the board may reasonably require, in particular evidence that shows the right of the transferor to make the transfer; and

(c) any government stamp duty payable is paid.

(6) Debentures must be transferred in the following form or in a form approved by the board -
I, A.B. (the transferor) of .............................. in the State of ..............................
in consideration of the sum of $ş paid to me by C.D. (the transferee), of ............. in the State of .............
transfer to the transferee the debenture (or debentures) numbered ..............................
to be held by the transferee, the transfereeıs executors, administrators, and assigns, subject to any conditions on which I hold the debenture/s and subject to any other conditions being terms of the transfer of the debenture/s.
And I, the transferee agree to take the debenture/s subject to the conditions mentioned.
Dated this .............................. day of 20ş
Signed by ...................................................................................., transferor.
In the presence of ............................................................................ ,witness.
Signed by ...................................................................................., transferee.
In the presence of ............................................................................, witness.

32. Special general meetings

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

(2) The board must call a general meeting of the cooperative on the requisition in writing by any active members who together are able to cast at least 20% of the total number of votes able to be cast at a meeting of the cooperative.

(3) The requisition must‹

(a) state the objects of the meeting; and

(b) be signed by the requisitioning members (and may consist of several documents in like form each signed by 1 or more of the requisitioning members); and

(c) be served on the cooperative by being lodged at the registered office of the cooperative.

(4) A meeting requisitioned by members under these rules must be called within 21 days with the meeting being fixed to be held as soon as practicable and held within 2 months after the requisition is served.

(5) If the board does not call a meeting 21 days after the requisition is served, the following provisions apply‹

(a) the requisitioning members (or any of them representing at least half their aggregate voting rights) may call the meeting in the same way as nearly as possible as meetings are called by the board;

(b) for that purpose they may require the cooperative to supply a written statement of the names and addresses of the persons entitled when the requisition was served to receive notice of general meetings of the cooperative;

(c) the board must send the statement to the requisitioning members within 7 days after the request for the statement is made;

(d) the meeting called by the requisitioning members must be held within 3 months after the requisition is served;

(e) any reasonable expenses incurred by the requisitioning members because of the boardıs failure to call the meeting must be paid by the cooperative;

(f) any amount required to be paid by the cooperative is to be retained by the cooperative out of any money due from the cooperative by way of fees or other remuneration for their services to such of the directors as were in default. [s 203]

34. Business of general meetings

(1) The ordinary business of the annual general meeting is -

(a) to confirm minutes of the last general meeting (whether annual or special); and

(b) to receive from the board, auditors, or any officers of the cooperative reports on the transactions of the cooperative during the financial year, including balance sheet, profit and loss account and the state of affairs at the end of that year; and

(c) to decide the rates of dividend, bonus and rebate; and

(d) to elect and decide the remuneration of directors.

(2) The annual general meeting may also transact special business of which notice has been given to members under these rules.

(3) All business of a general meeting, other than business of the annual general meeting that is by this section termed ordinary business, is special business.

36. Chairperson at general meetings
(1) The chairperson, if any, of the board shall preside as chairperson at every general meeting of the cooperative.
(2) If there is no chairperson, or if at a meeting he or she is either not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairperson, then the members present shall choose someone from their number to be chairperson (until the chairperson attends and is willing to act).
(3) The chairperson may, with the consent of a meeting at which a quorum is present (and must if directed by the meeting) adjourn the meeting from time to time and from place to place.
(4) However, the only business that can be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place.
(5) When a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given just as for the original meeting. Apart from this it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

37. Standing orders at general meetings

The following standing orders must be observed at the cooperativeıs meetings, subject to any suspension of, amendment of, or addition to, these orders adopted for the meeting by the members present at a meeting‹

(a) the mover of a proposition must not speak for more than 10 minutes, subsequent speakers are allowed 5 minutes, and the mover of the proposition 5 minutes to reply. The meeting may however by simple majority extend in a particular instance the time permitted by this section;

(b) whenever an amendment to an original proposition is proposed, no second amendment may be considered until the first amendment is disposed of;

(c) if an amendment is carried, the proposition as amended displaces the original proposition and may itself be amended;

(d) if an amendment is defeated, a further amendment may be moved to the original proposition. However, only 1 amendment may be submitted to the meeting for discussion at a time;

(e) the mover of every original proposition, but not of an amendment, has the right to reply. Immediately after this the question must be put from the chair. No other member may speak more than once on the same question, unless permission is given for an explanation, or if the attention of the chairperson is called to a point of order;

(f) propositions and amendments must be submitted in writing, if asked by the chairperson;

(g) any discussion may be closed by a resolution Œthat the question be now putı being moved seconded and carried. The resolution must be put to the meeting without debate;

(h) any member, or visitor invited to attend the meeting by the board, may speak on any issue at a meeting with the permission of the chairperson provided that the permission may be conditional;

(i) standing orders may be suspended for any period by ordinary resolution.

(1) At any meeting of the cooperative a member who has been given notice that the members shares are required to be forfeited under the active membership provisions of the Act can not attend.

(2) A member of the cooperative can not vote at a meeting of the cooperative unless the person is an active member of the cooperative.

(3) At any general meeting a resolution put to the vote of the meeting must (as provided in section 202 of the Act) be decided on a show of hands. This is unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least 5 members. If no poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the cooperative is evidence of the fact. No proof is needed of the number or proportion of the votes recorded in favour of, or against, that resolution. [s 202]

(4) On a show of hands or on a poll, every representative of a corporation, under section 64 of the Act, or every member (not under the age of 18), who is present at a meeting in person or represented by proxy or attorney, subject to subsection (5), has 1 vote. However, no member may vote, or be entitled or eligible to vote, contrary to the Act.

(5) If the votes are equal, whether on a show of hands or on a poll, the resolution shall be considered lost.

(6) All resolutions shall be decided :
(i) unanimously; or
(ii) where, after following any procedure set out in the rules (or, if none is so set out, any procedure determined by the directors), the general meeting cannot reach unanimity and decides by a two-thirds majority to abandon the unanimity principle on that particular resolution -

(a) in the case of a special resolution- by a two-thirds majority of the members who vote in person or by proxy or attorney; or

(b) in the case of any other resolution - by a simple majority of the members present and voting. If a two-thirds majority does not vote to abandon the unanimity principle, the original motion is considered lost.

(7) For joint membership, the joint members have 1 vote only between them.

(8) In the event of a dispute between joint members as to which member may exercise the vote (subject to any proxy or power of attorney), the joint member whose name appears first in the register of members must be the one to exercise the vote.

(9) A memberıs right to vote is a personal right, it is a right to 1 vote (subject to subsection (5)) and is not attached to, or conferred by, any share held by the member in the cooperative. [s 174]

(1) The instrument appointing a proxy must be by signed writing of the appointee or of the appointeeıs attorney duly authorised in writing.

(2) An instrument appointing a proxy may state the way in which the proxy is to vote in relation to a particular resolution and, if an instrument of proxy so provides, the proxy can not vote on the resolution other than as stated in the instrument.

(3) No person can act as a proxy unless the person is an active member of the cooperative.

(4) No person can act as proxy for more than 10 members, unless the proxy acts under an instrument of proxy mentioned in subsection (2).

(5) An instrument appointing a proxy may be in the following form, or any other form which the board approves -
.............................. (name of cooperative) ..............................
I/we .............................. (name) ............................. of .............................. (address)
.............................. being a member/s of the cooperative appoint .............................. (name)
.............................. of .............................. (address).............................. as my/our proxy,
to vote for me/us and on my/our behalf at the *annual general/*general meeting of the cooperative,
to be held on the ............................ day of .............................. 20ş and at any adjournment of that meeting.
#This form is to be used *in favour/*against the resolution.
Signed this .............................. day of .............................. 20ş
*Strike out whichever is not applicable.
#To be inserted if desired

(6) An instrument appointing a proxy must not be treated as valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed, or a notarially certified copy of the power or authority, is or are deposited, at least 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, for a poll, at least 24 hours before the time appointed for the taking of the poll, at the registered office of the cooperative or at such other place as is specified for the purpose in the notice calling the meeting.

(7) A vote given under the terms of an instrument of proxy or of a power of attorney is valid despite the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) or the power, if no intimation in writing of the death, unsoundness of mind or revocation has been received by the cooperative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

41. Postal ballot

(1) Voting must not be by fax or electronic means.

(2) A postal ballot must be held when required by the Act, and in the following circumstances‹

(a) when the members by ordinary resolution approve one;

(b) when the members by ordinary resolution approve a special resolution being decided by postal ballot.

(3) A special postal ballot must be held when required by the Act, and in the following circumstances‹

(a) when the members by ordinary resolution approve one;

(b) when the members by ordinary resolution approve a special resolution being decided by postal ballot. [ss 186(2) & 193]

(4) A special postal ballot must be held for passing a special resolution in relation to any of the following matters relating to a cooperative -

(a) conversion of -
(i) a share capital cooperative to a non-share capital cooperative or vice versa; or
(ii) a trading cooperative to a non-trading cooperative or vice versa;

(b) transfer of incorporation;

(c) an acquisition or disposal of assets mentioned in section 268 of the Act;

(d) the maximum permissible level of share interest in the cooperative;

(e) takeover;

(f) merger;

(g) transfer of engagements;

(h) memberıs voluntary winding-up.

(5) The cooperative may hold a postal ballot to decide any of the above by the members in the following way.

(6) The board must cause the details of the proposal on which the ballot is to be held to be set in a statement and fix the dates for the forwarding of ballots to members and closing the ballot.

(7) Every ballot must be conducted by the returning officer who must be appointed by the board. In default of an appointment being made in enough time to allow the procedure in this section to be followed, the secretary, or in absence of the secretary the

person acting in the capacity of secretary, is the returning officer.

(8) Any person, with the exception of a director of the cooperative, may be appointed by the board to act as returning officer.

(9) The returning officer may be helped in the performance of a duty or power under this section by the persons (who would be eligible to be returning officers) the returning officer appoints.

(10) The returning officer must prepare a roll of the full names and addresses of the members of the cooperative as disclosed by the register of members and shares together with particulars of the number of votes each member would be entitled to exercise on a poll.

(11) A person whose name is on the roll, is entitled to vote in a postal ballot, and no person is otherwise eligible or entitled.

(12) The returning officer must cause ballot papers to be prepared in or to the following effect -
Name of cooperative .....................................................................................
Ballot of members to decide the following proposal -
........................................................................................................................
........................................................................................................................
........................................................................................................................
The ballot will close at noon on ..........................................................
How to Vote
1. Read these directions and the ballot paper carefully.
2. Complete and sign the details on the reverse side of the middle envelope.
3. If you are in favour of the proposal insert ŒYESı in the square in the ballot paper.
If you are not in favour of the proposal insert ŒNOı.
4. After marking the ballot paper fold it and place it in the small envelope provided and seal the envelope. Then place this envelope in the middle envelope and place the middle envelope in the envelope addressed to the returning officer. Forward this envelope either by post or personal delivery to reach the returning officer by noon on .............................. .
5. Unless the ballot paper is marked as indicated in 3 above and the details mentioned in 2 above are completed in full and signed, your vote may be rejected as informal.
............................................
Initials of Returning Officer
BALLOT PAPER
Are you in favour of the proposal as mentioned above?

(13) Each ballot paper must be initialled by the returning officer. The returning officer must, at least 21 days before the day fixed for closing the ballot, transmit by post or otherwise deliver to every member entitled to vote in a ballot, 1 set of the following material -

(a) 1 ballot paper;

(b) an unsealed envelope (the "outer envelope") addressed to the returning officer;

(c) a smaller envelope (the "middle envelope") into which the voter must enclose the envelope containing the ballot paper, the reverse side of which must be printed in or to the following effect -
.......................................................................................................
(full name)
.......................................................................................................
.......................................................................................................
(address)
.......................................................................................................
(signature)
a. Please use capital letters.
b. If the vote is being cast on behalf of a cooperative or other corporate body also indicate the name of such cooperative or corporate body;

(d) a small envelope (the "inner envelope") into which the ballot paper is enclosed;

(e) a copy of the statement (prepared by the board) setting out the details of the proposal on which the decision of the members is to be sought.

(14) Every member desiring to vote in the ballot should complete the details on the reverse side of the middle envelope and after marking their vote on the ballot paper according to the instructions on the ballot paper, seal the ballot paper in the inner envelope. The inner envelope containing the ballot paper should then be placed in the middle envelope and the middle envelope placed in the outer envelope addressed to the returning officer. The outer envelope should then be posted or personally delivered to the returning officer by noon on the day fixed for closing the ballot.

(15) The returning officer must provide a ballot box.

(16) The ballot box must be locked immediately before the ballot papers are delivered under subsection (13) and remain locked until the close of the ballot.

(17) The returning officer must place the outer envelopes containing the ballot papers in the ballot box by noon on the day fixed for closing the ballot.

(18) Upon a member making and transmitting to the returning officer a declaration that the member has not received the ballot paper, or that the ballot papers received by the member have been lost, spoilt or destroyed, and that the member has not already voted, the returning officer may issue a duplicate set of the material required under subsection (13), having endorsed any duplicate outer envelope with the word Œduplicateı.

(19) Any member who makes a declaration under this subsection, which is false, in any particular material, contravenes these rules.

(20) Ballot papers received after noon on the day fixed for closing the ballot must not be taken into account at the ballot.

(21) As soon as practicable after noon on that day, the returning officer in the presence of such scrutineers as may be appointed by the board may open the ballot box and deal with the contents under subsections (22) and (23).

(22) The returning officer must -

(a) remove the middle envelope from the outer envelope; and

(b) if a duplicate outer envelope has been issued and the original outer envelope is received, reject the original envelope and mark it Œrejectedı; and

(c) according to the information on the middle envelope, mark for each set of voting papers returned, the voterıs name on the roll by drawing a line through the name; and

(d) if a memberıs name has already been crossed out on the roll, reject the postal vote and mark it Œrejectedı; and

(e) if the middle envelope has not been signed, or if the details shown on the envelope are not enough to disclose by whom the vote is being exercised, reject the envelope and mark it Œrejectedı; and

(f) extract or cause to be extracted the inner envelopes containing the ballot papers from all unrejected middle envelopes, separating the contents from the middle envelopes in such a way that no inner envelope could subsequently be identified with a particular voter; and

(g) when all the middle envelopes have been dealt with, in the above way, cause all the inner envelopes not rejected to be opened and the ballot papers to be taken from them.

(23) The ballot papers must be scrutinised by the returning officer who should supervise and reject as informal a ballot paper that‹

(a) is not duly initialled by the returning officer; or

(b) is so imperfectly marked that the intention of the voter cannot be ascertained by the returning officer; or

(c) has any mark or writing not authorised by this section which, in the opinion of the returning officer will enable any persons to identify the voter; or

(d) has not been marked as prescribed on the ballot paper itself.

(24) The decision of the returning officer as to the formality of any ballot paper is final and is not open to appeal.

(25) The returning officer must count votes cast and make out and sign a statement of -

(a) the number of formal votes cast in favour of the proposal; and

(b) the number of formal votes cast against the proposal; and

(c) the number of informal votes cast; and

(d) the number of inner envelopes marked Œrejectedı; and

(e) the proportion of the formal votes polled which were in the affirmative.

(26) On the declaration of the returning officer of the result of the postal ballot the secretary of the cooperative is to make an entry in the minute book showing the particulars mentioned in subsection (25)(a), (b) and (c).

(27) The returning officer must forward the statement to the chairperson of the cooperative who must announce the result of the ballot at the next general meeting.

(28) The proposal which received the required majority of votes must be declared won.

(29) The returning officer must keep all ballot papers (whether formal or otherwise) and rejected outer envelopes and rolls used for the conduct of the ballot, locked in the ballot box until the returning officer has been directed by the board, in writing that they may be destroyed.

(30) Notification of the result of the ballot (other than a ballot conducted to alter these rules) must be displayed on the notice board at the registered office of the cooperative.

(31) For a postal ballot altering the rules, the cooperative must cause the alteration to be notified in writing to its members as soon as practicable after the alteration takes effect and, in any event, not later than the day notice is given to the members of the next annual general meeting of the cooperative, following the taking effect of the alteration.

43. Special and ordinary resolutions
(1) A special resolution means a resolution of which notice has been given of the intention to propose the resolution as a special resolution and which is passed either by two-thirds of the members who vote in person or by proxy or attorney, at a general meeting, or by a two-thirds majority in a postal ballot, or by three-quarters of the members who cast formal votes in a special postal ballot of members.
(2) A special resolution has effect from the date it is passed, however a special resolution by special postal ballot has no effect until registered by the registrar. [s 190]
(3) An ordinary resolution is one passed by a simple majority and has effect from the date it is passed.

44. Board of directors
.(1) The business and operations of the cooperative are to be managed andcontrolled by the board of directors, and for that purpose the board has and may exercise the powers of the cooperative as if they had been expressly conferred on the board by a general meeting of the cooperative.
(2) The board must have 5 elected directors all of whom must be an individual, whether as a member of the cooperative, or as a representative of a corporation member, or otherwise, and at least 18 years old.
(3) The powers of the board are subject to any restrictions imposed by the Act or by these rules.

45. Qualifications of directors

(1) A person is not qualified to be a director of a cooperative unless the person is‹

(a) a member of the cooperative or a representative of a corporation that is a member of a cooperative; or

(b) an employee of the cooperative or a person qualified under section 46 of these rules to be an independent director.

(2) The qualifications of a member director are the holding of at least ONE share in the cooperative (other than shares required to be forfeited under the active membership provisions of the Act).

47. Managing director
(1) The elected directors may, if they consider it appropriate, appoint a person to be managing director of the cooperative and may from time to time remove him or her from office.
(2) The terms and conditions and the period of appointment must be decided by the directors.
(3) The managing director must not be counted for section 44.
(4) In all other respects the managing director is entitled to all the privileges of a director and is subject to all other rules relating to directors.
(5) On the termination of his or her appointment as managing director either by death, retirement, resignation or termination by the board, the managing director stops being a director of the cooperative.
(6) The managing director is not entitled to be present or vote at a meeting of directors on a motion about the terms and conditions of his or her own appointment, conditions of service or termination of service.
(7) A managing director can not be required to be an active member of the cooperative.
(8) A managing director must be classified as an independent director under the Act.

48. First and subsequent directors
(1) The first directors must be elected at the meeting for the formation of the cooperative.
(2) At the first annual general meeting of the cooperative THREE of the directors must retire.
(3) At the annual general meeting in each subsequent year the directors retire in rotation of THREE each year. Member directors are to be elected by ballot at the annual general meeting of the cooperative.
(4) If 2 or more candidates receive an equal number of votes, the candidate to be appointed must be decided by lot.
(5) The directors to retire in any year shall (subject to provision as to filling casual vacancies) be those who have been longest in office since their last election. As between persons who became directors on the same day those to retire must (unless they otherwise agree among themselves) be decided by lot. The order for retirement is the order in which the names are withdrawn.
(6) A retiring director is eligible for re-election.
(7) At an annual general meeting at which a director retires or a casual vacancy occurs the vacated office must be filled by electing a person to it. Nominations for candidates to fill the vacant positions must be sought in the way the board decides. The election of directors must be conducted at the meeting in the usual and appropriate way the board directs.
(8) If, at the general meeting, the places of the retiring directors are not filled the retiring directors or such of them as have not had their places filled, and who are in agreement, are taken to have been re-elected at the meeting.

49. Removal from office of director
The cooperative may by special resolution remove a director before the end of the directorıs term of office, and may by a simple majority appoint another person in place of the director. The person appointed must retire when the removed director would have done if not removed. [s 213(2)]

50. Vacation of office of director

A director vacates office -

(a) if disqualified or otherwise unable to be a director under section 208 of the Act; or

(b) if the director absents himself from 3 consecutive ordinary meetings of the board without its leave; or

(c) if the director resigns the office of director by written notice given by the director to the cooperative; or

(d) if the director is removed from office by special resolution of the cooperative; or

(e) if the person ceases to hold the qualification because of which the person was qualified to be a director; or

(f) if an administrator of the cooperativeıs affairs is appointed under division 5 of part 12 of the Act.

53. Deputy directors
(1) In the absence of a director from a meeting of the board, the board may appoint a qualified person to act as a deputy for the director and to accordingly act in the directorıs place on the board. [s 211(1)]
(2) A deputy director appointed by the board is entitled to notice of meetings of the directors and to attend and vote at those meetings and to sign resolutions and to exercise the powers, authorities and discretions vested in or otherwise exercisable by the director he or she is deputy for.
(3) A deputy director shall vacate office if the director he or she acts in place of as a deputy ceases to be a director or on a majority of the other directors removing him or her from office.
(4) An appointment or removal under this section must be in writing and notice of it must be served on the deputy director and the appointment or removal takes effect immediately on its service. Service of the notice may be effected under section 69.
(5) The remuneration of a deputy director is payable out of the remuneration payable to the director he or she acts in place of as a deputy and consists of the portion of the directorıs remuneration agreed between the deputy director and the director. The attendance of the deputy director at a meeting of the board is taken to be attendance by the nominating director.
(6) For this section, a meeting of the directors includes a meeting conducted under section 55.

54. Proceedings of the board
(1) Meetings of the board (including those conducted under section 55) are to be held as often as may be necessary for properly conducting the business and operations of the cooperative and must be held at least quarterly.
(2) Questions arising at any meeting must be decided:
(i) unanimously; or
(ii) where, after following any procedure set out in the rules (or, if none is so set out, any procedure determined by the directors), the directors cannot reach unanimity and decide by a two-thirds majority to abandon the unanimity principle on that particular resolution - by a simple majority of the directors present and voting.If a two-thirds majority does not vote to abandon the unanimity principle, the original motion is considered lost.
(3) If the votes are equal, the motion is considered lost.
(4) The chairperson or a director may, and the secretary must, if required by the chairperson or a director at any time, call a meeting of the board. [s 209(2)]
(5) Except in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board.

55. Transaction of business outside board meetings

(1) The board may under section 210 of the Act transact any of its business -

(a) by the circulation of papers among all the members of the board, and a resolution in writing by a majority of those members is to be taken to be a decision of the board; or

(b) at a meeting at which members (or some members) participate by telephone, closed-circuit television or other means, but only if any member who speaks on a matter before the meeting, can be heard by the other members.

(2) For this section the chairperson of the board and each member of the board have the same voting rights as they have at an ordinary meeting of the board.

(3) A resolution approved under subsection (1)(a) is to be recorded in the minutes of the meetings of the board.

(4) The secretary may circulate papers among members of the board for subsection (1)(a) by fax or other transmission of the information in the papers concerned.

(1) The quorum for a meeting of the board is half the number of directors (or if half is not a whole number the whole number next higher than half) but independent directors must not constitute more than half the directors present at a meeting (or if half is not a whole number the whole number immediately lower than half).

(2) If at any time the number of directors is the same or less than the number of directors required to constitute a quorum of the board‹

(a) the board may appoint enough directors so the number of directors is 1 more than a quorum; and

(b) for the purpose only of enabling the board to make such an appointment, the number of directors required to constitute a quorum is the number of directors at the time.

(1) The chairperson of the board may be elected by the board or at a general meeting of the cooperative.

(2) If no chairperson is elected, or if at any meeting the chairperson is not present within 5 minutes after the time appointed for holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present may choose one of their number to be chairperson of the meeting until the chairperson attends and is willing to act.

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

(a) if the chairperson was elected by the board‹by ordinary resolution of the board; or

(b) if the chairperson was elected at a general meeting of the cooperative‹by ordinary resolution at a general meeting of the cooperative.

59. Other committees
(1) The board may by resolution appoint committees consisting of members or other persons or both, to act in an advisory role to the board and any committees of directors.
(2) Section 58(7) and (8) apply to committees appointed under this section, with any changes approved by the board.
(3) The quorum for a meeting of the committee is half (or if half is not a whole number the whole number next higher than half) the number of members in the committee.

60. Minutes

(1) The board shall have minutes of meetings made in books kept for the purpose, and, in particular‹

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

(b) of the names of the directors present at each meeting of the board and of any committee of the board; and

(c) of all resolutions and proceedings at all meetings of the cooperative and of directors and of committees of directors.

(2) Minutes must be recorded in the minute book within 14 days after the day of the meeting to which they relate.

62. Seal
(1) The cooperative must, as required by section 247(l)(a) of the Act, have the name of the cooperative appear in legible characters on its common seal and any official seal. The common seal must be kept at the registered office in the custody the board directs.
(2) The cooperative may, under section 48 of the Act, have for use in place of its common seal outside the State, 1 or more official seals. Each of the additional seals must be a facsimile of the common seal with the addition on its face of the name of the place where it is to be used.
(3) The seal of the cooperative must not be attached to an instrument other than by resolution of the board. Two directors and the secretary must be present and must sign all instruments sealed while they are present. (The board may appoint some person other than the secretary for this).
(4) The person attaching the official seal must certify in writing on the instrument to which it is attached the date and place it is attached.

63. Custody and inspection of records and registers

(1) The cooperative must have at its registered office and available during normal office hours for inspection by any member free of charge [s 239(1)] the following‹

(a) a copy of the Act and the regulation;

(b) a copy of the rules of the cooperative and any attachments under section 337 of the Act;

(c) a copy of the last annual report of the cooperative under section 242 of the Act;

(d) the register of directors, members and shares;

(e) the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the cooperative;

(f) the register of memberships cancelled under part 6 of the Act, required to be kept under section 237(1)(e) of the Act;

(g) the register of notifiable interests required to be kept under section 278 of the Act;

(h) a copy of the minutes of each general meeting;

(i) the other registers required under the Act to be open for inspection.

(2) A member may make a copy of the entries in a register mentioned in subsection (1) during normal office hours, for the fee of 50 cents per page.

65. Safe keeping of securities
Shares, debentures, charges and any other certificate of or document or duplicates of them pertaining to securities must be safely kept by the cooperative in the way and with the provision for their security the board directs.

66. Audit

(1) One or more auditors must be appointed, hold office, be remunerated, removed and have qualifications, duties and responsibilities as provided by the regulation, or a gazette notice made by the registrar under section 233 of the Act. Audits must be carried out annually or, if the cooperative is a disclosing entity, every 6 months.

(2) Within 1 month after the cooperative is registered, the directors must appoint an auditor of the cooperative, unless the cooperative at a general meeting has already appointed an auditor. An auditor appointed under this section holds office until the first annual general meeting of the cooperative.

(3) The cooperative must at its first annual general meeting appoint an auditor of the cooperative and at each subsequent annual general meeting, if there is a vacancy in the office of auditor, the cooperative must appoint an auditor to fill the vacancy.

(4) An auditor appointed under subsection (3) holds office until death or resignation from office or until ceasing to be capable of acting as auditor under the regulation.

(5) The board must fill a vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office, within 1 month of the vacancy occurring, unless the cooperative at a general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor of a cooperative under this subsection holds office, subject to the regulation until the next annual general meeting of the cooperative.

(6) While a vacancy in the office of auditor continues, any surviving or continuing auditor or auditors may act.

(7) The cooperative or the board must not appoint as auditor a person who has not consented in writing to the appointment or who has withdrawn consent, or a person of whose nomination notice has not been given under the regulation.

(8) A person is not qualified to be appointed auditor of the cooperative if‹

(a) the person is not a registered company auditor, an existing auditor of the cooperative or exempt under section 233 of the Act; or

(b) the person or corporation in which the person is a substantial shareholder, is indebted to the cooperative (or to a subsidiary corporation of the cooperative) for more than $5 000; or

(c) the person is -
(i) an officer of the cooperative; or
(ii) a partner, employer or employee of an officer of the cooperative; or
(iii) a partner of an employee of an officer of the cooperative; or
(iv) an employee of an employee of an officer of the cooperative.

(9) All reasonable fees and expenses of the auditor are payable by the cooperative.

(10) The board must enable the auditor to have access to all books, accounts, vouchers, securities and documents of the cooperative, and to be given the information and explanation by the board members or any other officers necessary for the performance of the duties of the auditor.

(11) The auditor is entitled to attend any general meeting of the cooperative and to receive all notices of and other communications relating to any general meeting which any member of the cooperative is entitled to receive. The auditor is also entitled to be heard, at a general meeting which the auditor attends, on any part of the business of the meeting of concern to the auditor.

(12) The auditor may be removed from office by resolution at a general meeting.

(13) Notice of intention to move the resolution must be given to the cooperative at least 28 days before the meeting at which the resolution is moved, but if, after notice has been given, a meeting is called for a date 28 days or less after notice has been given, notice is taken to have been properly given.

(14) If special notice of a resolution to remove an auditor is received by the cooperative, it must immediately send a copy of the notice to the auditor and file a copy of the notice with the registrar.

(15) The cooperative must give notice of a resolution to remove the auditor to persons entitled to be given notice of a meeting of the cooperative at the same time and in the same way as it gives notice of the meeting or, if that is not practicable, in any way allowed under these rules at least 14 days before the meeting.

(16) Within 7 days after receiving a copy of the notice, the auditor may make representations in writing, not more than a reasonable length, to the cooperative and ask that before the meeting at which the resolution is to be considered, a copy of the representations be sent by the cooperative at its expense to every member of the cooperative to whom notice of the meeting is sent.

(17) Unless the registrar on the application of the cooperative otherwise orders, the cooperative must send a copy of the representations in accordance with the auditorıs request. The auditor may require that the representations be read out at the meeting and may also speak at the meeting.

(18) The auditor may, by written notice given to the cooperative, resign as auditor of the cooperative if‹

(a) the auditor has, by written notice given to the registrar, applied for consent to resign and stated the reasons and, at or about the same time, notified the cooperative in writing of the application; and

(b) the auditor has received the consent of the registrar.

(19) The resignation of the auditor takes effect‹

(a) on the day (if any) fixed for the purpose in the notice of resignation; or

(b) on the date on which the registrar consents to the resignation; or

(c) on the date (if any) fixed by the registrar for the purpose; whichever last happens.

(20) Within 14 days after the removal from office of the auditor or after the receipt of a notice of a resignation from an auditor, the cooperative must file with the registrar a notice of the removal or resignation in the approved form and, if there is a trustee for the holders of debentures of the cooperative, give to the trustee a copy of the notice filed with the registrar.

(1) The board may resolve to retain all or part of the surplus arising in a year from the business of the cooperative to be applied for the benefit of the cooperative. [s 264]

(2) The part of the surplus arising in a year from the business of the cooperative or any part of the reserves may‹

(a) be paid to a member by way of bonus or rebate based on the business done by the member with the cooperative; or

(b) be applied by the issue of bonus shares to a member; or

(c) be paid to a member by way of a dividend of not more than the prescribed amount for the shares held (a "limited dividend"); or

(3) A rebate, bonus or limited dividend, must be declared at a general meeting of the cooperative but must not be more than the amount recommended by the board or, for dividends, the percentage permitted under the Act.

(4) The amount of a rebate or dividend payable to a member under subsection (2)(a) and (c) may, with the consent of the member, be applied -

(a) in payment for the issue to the member of bonus shares; or

(b) as a loan to the cooperative.

(5) Any part of the surplus arising in any year from the business of the cooperative may be credited to any person who is not a member, but is qualified to be a member, by way of bonus or rebate in proportion to the business done by him or her with the cooperative, if‹

(a) the person was a member at the time the business was done and the membership has lapsed; or

(b) the person has applied for membership after the business was done. [s 267(1)]

(6) Nothing in this section precludes the payment of a bonus to an employee under the terms of the employeeıs employment. [s 267(1)]

(7) A part of the surplus, not more than 80%, arising in any year from the business of the cooperative may be applied for -

(a) charitable purposes; or

(b) supporting any activity approved by the cooperative. [s 265(1)]

(8) For this section -
"surplus" means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the cooperative and for future contingencies.

(9) A dividend, rebate or share bonus that accrues to the holder of shares on which all calls payable have been paid must be paid to the holder. However, a dividend, share bonus or rebate that accrues to the holder of partially paid up shares must be applied to paying off any subscriptions or calls on shares that may (when the dividend or bonus becomes payable) be payable and unpaid by the holder.

(10) If several persons are registered as joint holders of a share any 1 of them may be given a valid receipt for any dividend or other money payable on or for the share.

(11) Notice of a dividend, bonus share or rebate that may have been declared must be given by displaying it at the registered office of the cooperative and in any other way the board decides.

(12) Unless the Act or rules otherwise provide, interest does not accrue to a member on a dividend or bonus share held by a cooperative for a member.

69. Notices

(1) A notice or other document required under this Act to be given to a member of a cooperative may be given‹

(a) personally; or

(b) by post addressed to the memberıs registered address; or

(c) subject to section 464 of the Act, by publishing the notice in a newspaper circulating in Queensland or in the area served by the cooperative.

(2) A document may be served on a cooperative‹

(a) by post addressed to the registered office; or

(b) by leaving it at the registered office of the cooperative with a person who appears to be aged 16 years or more.

(3) If a notice is sent by post, service is taken to be effected by properly addressing, prepaying and posting a letter containing the notice. For a notice of a meeting service is taken to be effected at the end of 24 hours after the letter containing the notice is posted. In every other case service is taken to be effected at the time the letter would be delivered in the ordinary course of post and in proving service by post it is enough to prove the envelope containing the notice was properly addressed and posted.

(4) A notice or other document directed to a member and advertised in the newspaper is taken to be properly given to the member on the date the advertisement appears.

(5) A notice given by fax is taken to have been served, unless the senderıs fax indicates a malfunction in transmission, on the day of transmission if transmitted during a business day, otherwise on the next following business day.

(6) A notice may be given by the cooperative to the joint holders of a share by giving the notice to the joint holder named first in the register of members and shares in relation to the share.

(7) A notice may be given by the cooperative to the person entitled to a share because of the death, incapacity or bankruptcy of a member by sending it by post in a prepaid letter addressed to the person by name. Alternatively it can be addressed to the person by the title of the representative of the deceased, incapacitated person or trustee of the bankrupt or another similar description. The address must be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given to the cooperative, the notice can be given in the way it could have been given if the death, incapacity or bankruptcy had not happened.

(8) Notice of every general meeting must be given in the way authorised above, to -

(a) every member of the cooperative other than members who have not supplied to the cooperative an address for the giving of notices to them; and

(b) every person entitled to a share because of the death, incapacity or bankruptcy of a member, who, but for the memberıs death, incapacity or bankruptcy, would be entitled to receive notice of the meeting.

(9) Other than as provided in this section and section 66(11) no other persons are entitled to receive notices of general meetings.

(10) For this section‹"registered address" means the address of the member as appearing in the register of members and shares.

71. Schedule of charges
Copy book of rules - section 2(5)­(6)
Inspection of register - section 63(2)
Nominal value of shares - section 13(1)
Duplicate share certificate - section 16(3)
Transfer of shares - section 18(7)
Maximum fine - section 12(1)
Transfer/register of debenture - section 30(5)
Annual Subscription - section 7(1)

[1. This section only contains definitions required for the rules. Other defined terms may be found in the Act or the Acts Interpretation Act 1954, for example, section 36 (Meaning of commonly used words and expressions).]