Constitution

rules of source community wholefoods

cooperative limited

A non trading cooperative with no shares

12 French St. Sandy BayTasmania 7001.


Contents

1.Definitions

2. Members to abide by cooperative principals

3. Non-Trading Cooperative

4. Name

5. Primary Activities of the Cooperative

6. Objectives of the Cooperative

7. Registered Office

8. Rules

9. Alteration of the rules

10. Seal

11. Eligibility for Membership

12. Application for Membership

13. Active Membership provisions

14. Entitlements of members – Description and Entitlements

15. Members Voting Rights

16. Proxy Votes

17. Liability of members

18. Ceasing Membership

19. Expulsion of Members

20. Forfeitures and Cancellations

21. Death of a member

22. Registration of Official Trustee in Bankruptcy

23. Registration as Administrator of Estate on Incapacity of a Member

24. Annual general meetings

25. Special general meetings

25. Notice of general meetings

27. Business at general meetings

28. Quorum at general meetings

29. Presiding at general meetings

30. Decision making

31. Adjournment of meetings

32. Resolutions – Special and Ordinary

33. Notice of Special Resolutions

34. Standing orders at meetings

35. Poll at general meetings

36. Board of directors

37. Quorum for board meetings

38. Qualifications of directors

39. Retirement of directors

40. Election of directors

41. Manner of election

42. Causal vacancy

43. Removal form the office of director

44. Remuneration

45. Deputy directors

46. Proceedings of the board

47. Chairperson of board

48. Financial year

49. Transfer and transmission of debentures

50. Audit

51.Disputes

52. Custody and inspection of records

53. Banking

54. Safekeeping of securities

55. Cooperative funds

56. Provision for loss

57. Winding up

58. Further Inquiries

Certification

Appendix 1

Appendix 2

Appendix 3

1. Definitions

In these rules -

"Act" means the Cooperatives Act 1999

Appendix” means Appendix to these rules

board” means the board of the cooperative

general meeting” means any annual or special general meeting

member” includes both active and non active members

"active member" means a member of the cooperative who participates in the primary activities of the cooperative as defined in Rule 5

non active member” any member of the cooperative who has paid the membership fee and satisfies the requirements of Rule 11

"month" means calendar month

"Commissioner" means the person for the time being holding the office of Commissioner for Corporate Affairs

regulations” means the Cooperatives Regulations 2000

in writing” or “written notice” includes electronic correspondence via the cooperative’s website or email.

2. Members to abide by cooperative principles

The cooperative and its members must comply with the cooperative principles to the extent that they apply to them

3. Non-Trading Cooperative

(1) The Cooperative is a not-for-profit, non-trading Cooperative, without shares within the meaning of Section 14 of the Act. Profits of the Cooperative shall be retained to further the objects of the Cooperative and shall not be distributed to members.

(2) Profits may be used as donations to like minded organizations or groups. These groups must be environmentally sound, have ethical principles and be locally based.

(3) Donations are not available to individuals.

(4) Donations must be approved by the Board and members at a general meeting.

4. Name

(1) The name of the cooperative is Source Community Wholefoods Cooperative Ltd.

(2) The cooperative may change its name in accordance with section 255 of the Act

(3) The cooperative may abbreviate its name in accordance with section 253 of the Act

5. Primary Activities of the Cooperative

(1) The primary activities of the cooperative shall be

a) Trade in food and other items in the Cooperative shop

b) Promote the objectives of the Cooperative as set out in section 6 of the rules

6. Objectives of the Cooperative

  1. To provide, the community with a retail outlet for ethically sourced wholefoods

  1. To provide information on and promote the use of

    1. ethically produced goods, at low cost

    2. organic food

    3. local produce

    4. minimally packaged goods

    5. Non genetically modified foods

  1. To minimise resource wastage and encourage reuse and recycling

  1. To run an ethical and not-for profit business

  1. To encourage participation in the running of the co-op and the centre, including the gardens.

  1. To facilitate community development through education, workshops and practical experience in the running of the co-op and gardens

  1. To create links within the community to promote environmental responsibility and sustainable living

  1. Organise fund raising activities and submit grant applications to achieve the promotion of these objects

7. Registered Office

(1) The cooperative must cause a notice to be conspicuously and publicly displayed at the premises of registered office which states the name of the cooperative and identifies the premises as its registered office.

(2) Not later than 28 days after changing the address of the registered office, the board must give the Commissioner written notice of the new address.

(3) The registered office of the Cooperative is the School of Geography and Environmental Studies, University of Tasmania, Private Bag 78, Sandy Bay Tasmania 7001.

8. Rules

(1) The Rules of the cooperative have the effect of a contract under seal:

(a) Between the cooperative and each member

(b) Between the cooperative and each director; and

(c) Between a member and each other member

(2) Under a contract, each of those persons agrees to observe and perform the provisions of the Rules as in force for the time being in so far as those provisions are applicable to that person

(3) Any member who requires a copy of the Rules may request a copy to be provided to them by the board.

(4) A person may inspect a copy of these Rules free of charge

(a) At the registered office, during reasonable hours; or

(b) On the website of the cooperative.

9. Alteration of the rules

(1) These rules may be altered by a special resolution in accordance with section 106 of the Act or by a resolution of the board in accordance with section 107 of the Act.

(2) A proposed alteration of these rules must be approved by the Commissioner under section 105 of the Act before the resolution altering the rules is passed

(3) Any alteration of these rules does not take effect unless and until it is registered by the Commissioner

10. Seal

(1) In accordance with section 254 of the Act, the cooperative must ensure that the name of the cooperative appears in legible characters on its common seal and official seals

(2) The common seal must be kept at the registered office of the cooperative in such custody as the board directs

(3) The cooperative must have, for use in place of its common seal outside the State where its common seal is kept, one or more official seals, each of which must be a facsimile of the common seal of the cooperative with the addition on its face of the name of every place where it is to be used

(4) The seal of the cooperative must not be affixed to any instrument except in accordance with a resolution of the board

(5) Two directors must be present when the common or official seal is affixed to an instrument by another person and must sign the instrument so sealed

(6) In accordance with section 47(2) of the Act, the persons affixing the official seal must certify in writing on the instrument to which it is affixed, the date and place at which it is affixed

11. Eligibility forMembership

  1. A person will not be eligible for membership to the cooperative unless

(a) They accept the Rules of the Cooperative and agree to abide by them;

(b) They have completed an application form approved by the board; and

(c) They pay an annual membership fee

  1. No other charges or prescriptions will be payable by applicants upon membership to the cooperative.

12. Application for Membership

  1. At the time of application the applicant shall be informed of:

(a) Any fees that the person will be liable to pay on becoming a member

(b) The objectives and primary activities of the Cooperative

(c) The difference between active and non-active membership

(d) The number of hours of work they will be required to contribute to the Cooperative in order to be an active member

  1. The board of the cooperative must provide each person intending to become a member with the opportunity to inspect

    1. A consolidated copy of the Rules of the Cooperative

    2. A copy of the minutes from the previous general meeting

    3. A copy of any special resolutions passed by the members of the Cooperative that will apply to the person as a member, such as discounts and entitlements available to members and active members, and requirements for qualification as an active member.

  1. All applications for membership shall be lodged at the registered office of the cooperative; or submitted directly to one of the board members

  1. The board must ensure that the name of the person is entered in the register of members and directors.

  1. Any person is eligible to become a member and no experience is required.

  1. Reciprocal arrangements for membership with other cooperatives may be arranged at the discretion of the board

13. Active membership provision

  1. In accordance with rule 6 of these rules, the Objectives of the Cooperative and Part 6 of the Act, members who participate directly in the primary activities of the cooperative are active members

  1. To qualify as an active member of the Cooperative a member must do one of the following:

(a) Provide such number of hours of work per annum to the Cooperative as shall be set each year at the Annual General Meeting;

(b) Do the equivalent amount of any other work recognised as work by a general meeting or Board meeting;

(c) Be an employee of the Cooperative; or

(d) Be a Board member.

  1. A person will cease to be an active member and become a member (non-active member) where they have not participated in a primary activity of the cooperative for a period of not less than 4 weeks

14. Entitlements of members – Description and entitlements

  1. The members of the cooperative are

    1. Those persons who have signed the form approved by the board for registration of the Cooperative; and

    2. Those persons admitted to membership

  1. All members of the cooperative may shop at the cooperative shop.

  1. Only active members are entitled to a basic discount

  1. Additional discounts may be made available to members and active members, where set at the Annual General Meeting each year.

15. Members Voting Rights

  1. Voting members shall have one vote only in respect of any question or motion arising at a meeting of the cooperative

  1. A member’s right to vote is a personal right. The right to vote attaches to membership and not shareholding

  1. A person is not entitled to exercise, under a power of attorney, the power of a member of the Cooperative to vote if the person has that power of attorney in respect of another member of the Cooperative under another power of attorney.

  1. A person is not entitled to exercise, as the representative of a body corporate, the power of a body corporate member of the Cooperative to vote if the person has the power as the representative of another body corporate member of the Cooperative.

  1. A person must not directly or indirectly control the right to vote of another member.

  1. If a person controls the exercise of the right to vote of another member at a meeting of the Cooperative, the vote of that member; and the vote of that person, if that person is a member, is invalid.

  1. Any vote cast by or on behalf of a member of a Cooperative when not entitled to vote is to be disregarded.

  1. A member shall not vote in respect of any contract or proposed contract with the cooperative in which he or she is in any way interested, whether directly or indirectly, or in respect of any matter arising out of such a contract or proposed contract and, if the member votes in contravention of this Rule, the vote shall not be counted.

  1. In the case of joint membership -

(a) the joint members have only one vote between them and

(b) that vote may be exercised by the member whose name appears first in the register of members unless the other joint members otherwise direct

(10) In accordance with section 207(2) of the Act, unless a poll is demanded by at least 5 members, a question for decision at a general meeting must be determined by a show of hands

(11) In accordance with section 62(3) of the Act, a member if the Cooperative who is under 18 years of age is not entitled to vote.

16. Proxy Votes

  1. A member is not entitled to vote by proxy. If they are unable to attend a meeting where their vote is needed, they must record their vote in writing or in electronic form prior to the meeting

17. Liability of members

(1) A member is not, as a member, under any personal liability to the cooperative except for the amount of any charges payable by the member to the cooperative as required by these rules

(2) On the death of a member, the member’s estate remains liable as the member until the member’s personal representative or some other person is registered in the member’s place

18. Ceasing Membership

(1) A person shall cease to be a member in any of the following circumstances;

(a) On the death of a member

(b) If the contract of membership is rescinded on the ground of misrepresentation or mistake

(c) On resignation by written notice giving 14 days notice

(d) In the case of a member that is a body corporate, if the body is deregistered

(e) If the member is expelled in accordance with these rules

(f) If the membership is cancelled under Part 6 of the Act

(2) In accordance with section 124 of the Act, the board, after giving any notice required under section 129 of the Act, must declare the membership of a member cancelled.

(3) Notice is not required to be given under section 129 if –

(a) the member's whereabouts are unknown to the cooperative; and

(b) The amount required to be repaid to the member in respect of the cancelled membership (whether by reason of the cancellation of shares or otherwise) does not exceed $50.

(4) If the membership of a member is cancelled any amount due to the member in respect of the cancellation must be dealt with in accordance with section 131 of the Act

19. Expulsion of members

  1. A member may be expelled from the co-operative if the co-operative by special resolution determines that the member should be expelled on the ground that -

    1. the member has failed to discharge the member's obligations to the co-operative under the Act or these rules

    2. the member has acted in a manner that has -

    1. prevented or hindered the co-operative in carrying out any of its primary activities or

    2. brought the co-operative into disrepute or

    1. the member has acted in a manner contrary to any of the co-operative principles and in so acting caused the co-operative harm

  1. The member must be given at least 28 days written notice of the proposed resolution and of the date, time and place of the meeting at which the resolution will be moved

  1. The procedure at the general meeting to consider the proposed resolution is as follows -

      1. the member must be given a reasonable opportunity to be heard at the meeting

      2. the member is entitled to call witnesses and to cross examine witnesses called against the member

      3. if the member fails, without reasonable excuse, to attend at the time and place of which notice has been given, the co-operative may consider the matter in the absence of the member

      4. after considering the matter, the co-operative may by special resolution determine to expel the member

  1. The expulsion of the member does not take effect until the special resolution is registered with the Commissioner

  1. When a member is expelled, the co-operative must repay to the member any amount owing to that member, less any amount owing by the member to the co-operative, and cancel the member’s membership

  1. No fines will be issued by the cooperative under any circumstances.

20. Forfeitures and Cancellations

  1. In accordance with section 124 of the Act, the board, after giving any notice required under section 129 of the Act, will declare the membership of a member cancelled –

      1. If the member gives notice of an intention to cease membership

      2. Annually, on the 31st of March each year.

  1. If the membership of a member is cancelled any amount due to the member in respect of the cancellation must be dealt with in accordance with section 131 of the Act

21. Death of a member

  1. Subject to and in accordance with section 77 of the Act, on the death of the member, the board must transfer the deceased member’s interest in the co-operative to -

(a) the executor or administrator of the deceased member or

(b) with the consent of the board, to a person -

(i) who is specified by the personal representative of the deceased member in an application under section 77 of the Act and

(ii) who is qualified to be a member in accordance with the Act and these rules

(2) The board may transfer the interest of a deceased member to a person entitled in accordance with section 78 of the Act if -

(a) the total value of the interest is less than $10,000 (or such other amount as may be prescribed by the regulations) and

(b) there has not been a grant of administration of the estate, or probate of the will of the deceased member

22. Registration of Official Trustee in Bankruptcy

(1) Where a member is declared bankrupt, the Official Trustee in Bankruptcy may be registered as the holder of the membership held by the bankrupt member.

(2) The Board may register the Official Trustee in Bankruptcy as the holder of a membership in which a bankrupt member has an entitlement in equity, with the consent of the holder of the membership.

23. Registration as Administrator of Estate on Incapacity of a Member

(1) A person appointed under a law of a State or Territory to administer the estate of another person who, through mental or physical infirmity, is incapable of managing their affairs, may be registered as the holder of a membership held by the incapable person whose estate the appointed person is administering.

(2) The Board may register the Administrator of the estate of an incapacitated member as the holder of a membership in which the incapacitated member has an entitlement in equity.

24. Annual general meetings

(1) The first annual general meeting of the cooperative must be held at any time within 18 months after the incorporation of the cooperative

(2) The second or any subsequent annual general meeting of the cooperative must be held within -

(a) 5 months after the close of the financial year of the cooperative, or

(b) any further time that may be allowed by the Commissioner or as prescribed

(3) The board may determine the date, time and place of the annual general meeting

(4) All meetings of the cooperative other than the annual general meeting shall be special general meetings and shall be held at such place as the board nominates.

(5) If the board does not hold an annual general meeting within the required time, the members may requisition the meeting in accordance with section 208 of the Act

25. Special general meetings

  1. A special general meeting of the cooperative may be convened at any time by the board of directors

  1. In accordance with section 208 of the Act, the board must convene a general meeting of the cooperative on the written requisition of the number of members of the cooperative 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

26. Notice of general meetings

  1. The board must give each member at least 7 days notice of each general meeting, notice shall be given by placing a notice of the meeting at the registered office of the cooperative. Notice will also be given by email to all members.

  1. The notice may be given in accordance with section 457 of the Act

  1. The non-receipt of notice by any member shall not invalidate the proceedings at such general meetings. The notice must specify the place, the day and the time of the meeting and if special business is to be transacted, set out generally the nature of the special business

  1. If a special resolution is to be proposed at the meeting at least 21 days notice of that special resolution must be given to the members of the cooperative in accordance with section 189 of the Act

  1. A member of the cooperative who wishes to propose a resolution at a general meeting, or has an item of discussion for the agenda may notify all members by email or record that item in the space provided on the notice placed at the registered office.

  1. If notice of an ordinary resolution is given under sub-rule (5) at least 14 days before the board gives notice of the meeting, the board must include details of that resolution in the notice of the meeting

27. Business at Annual General Meetings

  1. To elect board members from the eligible members

  1. To appoint a Chairperson and Deputy Chairperson from among the elected board members

  1. The ordinary business of the annual general meeting shall be –

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

(b) to receive from the board, auditors, or any officers of the cooperative reports upon the transactions of the cooperative during the financial year, and the state of affairs at the end of that year.

(c) To discuss and if necessary pass any resolutions on matters arising from the previous minutes, reports, unfinished business from the previous meeting

(d) to discuss and pass resolutions on any items listed on the agenda or added to the agenda during the meeting

  1. To appoint an auditor and determine the auditor’s remuneration, if necessary.

  1. The annual general meeting may also transact special business of which notice has been given to members in accordance with these rules

  1. All business of a general meeting, other than ordinary business, is special business

  1. A resolution approved by the meeting is to be recorded in the minutes of the meetings

  1. Minutes of every meeting:

(a) Are to be kept at the registered office and available for inspection by any member upon request during reasonable hours

(b) Will be forwarded to every member of the cooperative within one week of the meeting.

28. Quorum at general meetings

  1. An item of business must not be transacted at a meeting of a cooperative unless a quorum of members entitled to vote is present during the transaction of that item

  1. Quorum of the cooperative must include at least one director

  1. The quorum of the cooperative is 5 members, entitled to vote at a meeting of the cooperative plus -

(a) If the membership of the cooperative exceeds 50 but does not exceed 200, 1 additional member for each 10 members after the first 50 members and

(b) If the active membership of the cooperative exceeds 200, the additional members referred to in paragraph (a) and 1 additional member for each 50 active members after the first 200 members

  1. If within half an hour after the appointed time for the meeting a quorum is not present, the meeting -

(a) if convened upon the requisition of members, is abandoned and

(b) in any other case is to be adjourned to the same day and time in the next week at the same place

  1. If at an adjourned meeting, under sub-rule (3)(b), a quorum is not present within half an hour after the time appointed for the meeting the meeting must be abandoned

29. Presiding at general meetings

  1. Subject to this rule, the chairperson of the board and the secretary presides at every general meeting of the cooperative

  1. The chairperson or a person chosen by the members present shall be the facilitator

  1. Where the secretary is unable or unwilling to preside or is not present within 15 minutes after the time appointed for the meeting, the members present must select one of their number to take minutes

  1. The facilitators task is to

(a) To ensure that the process of discussion is fair and inclusive and allows members’ views to be heard;

(b) To ensure that discussion is constructive and enable the passing of resolutions by consensus, where possible, or to facilitate the shift to voting where necessary.

(c) To assist the secretary to record the wording of motions in the minutes.

30. Decision making

  1. Decisions at meetings shall be made by co-operative decision-making processes which includes the options of consensus and voting.

  1. All decisions shall be attempted to be made by consensus before any form of voting is proposed. Consensus is achieved when all members present at a meeting agree with a proposed course of action, or where some members disagree with the proposal but those members decide not to oppose the rest of the members' agreement. Consensus is blocked if any member expressly opposes at the meeting the rest of the members' agreement to a proposal.

  1. In attempting to reach consensus, sufficient time shall be allowed for discussion of different views on a proposal and to make amendments to a proposal, including provision for non-decision-making meetings where time allows.

  1. If consensus is not able to be reached about a proposal at a meeting, the matter shall be deferred to the next general meeting, except where rule 30(5) and 30(6) of the Rules applies.

  1. Any member present at a meeting may propose an urgency motion that a particular proposal must be decided at the meeting and not be deferred. An urgency motion to be successful requires the consensus of the meeting or, where consensus is blocked, a vote of those members present with two thirds in favour of the motion.

  1. If an urgency motion is passed regarding a proposal and consensus on the proposal is not able to be achieved at the meeting, a vote on the proposal shall be held before the end of the meeting. A vote to be successful requires a 2/3rds majority of those members present, unless other rules apply as provided for elsewhere in the Rules.

  1. If an urgency motion has been passed and a vote in accordance with rule 30(6) of the Rules has been held, but a 2/3rds majority has not been reached, then, if there has been no previous decision on the issue, another vote may be held that can be decided by a simple majority of those voting. If possible, the meeting shall be adjourned before using the option of a simple majority vote.

  1. Voting shall be conducted by a show of hands. Voting by proxy shall not be allowed (see rule 16 Proxy Votes), but written votes submitted by absent members shall be counted.

  1. Provision shall be made for important or contentious issues to be resolved by all members

  1. Decisions on matters described in these Rules can only be made at a Board Meeting or Special General Meeting while a quorum is present.

31. Adjournment of meetings

  1. The persons presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and from place to place

  1. The person presiding must, if directed by a majority of members present at the meeting, adjourn the meeting to a date and time agreed

  1. This rule only applies if there is a quorum at the meeting to be adjourned

32. Resolutions – Special and Ordinary

  1. The members at a general meeting shall have power to make resolutions, not inconsistent with the Act, the Regulations and the Rules, relating to:

(a) The conduct of members on the premises of the Cooperative;

(b) The operations of the Cooperative;

(c) The employment of workers; and

(d) The expulsion of members for misconduct.

  1. A special resolution is a resolution of which notice has been given of the intention to propose the resolution as a special resolution and which is passed in accordance with sections 189 and 190 of the Act either by -

(a) Consensus in accordance with rule 28; OR

(b) By a two-thirds majority at a general meeting of members who vote in person or by power of attorney or in writing at a general meeting;

  1. A special resolution has effect from the date it is passed.

  1. A special resolution relating to any of the following has no effect until it is registered:

    1. The removal of an auditor;

    2. The expulsion of a member;

33. Resolutions – Notice Of Special Resolutions

  1. Notice of a special resolution shall be given to all members by email, at least 21 days before the general meeting. The notice shall specify:

(a) The intention to propose the resolution as a special resolution at that meeting;

(b) The reason for the making of the special resolution; and

(c) The effect of the special resolution if passed.

34. Standing orders at meetings

  1. Subject to sub-rule (3), the following standing orders must be observed at general meetings of the cooperative -

  1. If an amendment to an original proposition is proposed, no second amendment may be considered until the first amendment is disposed of

  2. If an amendment is carried, the proposition as so amended displaces the original proposition and may itself be amended

  3. If an amendment is defeated, then a further amendment may be moved to the original proposition. However, only one amendment may be submitted to the meeting for discussion at one time

  4. Propositions and amendments must be submitted in writing, if requested by the chairperson

  5. Any discussion may be closed by a resolution "that the question be now put" being moved seconded, and carried. That resolution must be put to the meeting without debate

  1. 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 subject to any conditions imposed by the chairperson

  1. The standing orders may be suspended for any period by ordinary resolution

35. Poll at general meetings

  1. If a poll (or ballot) is demanded by at least 5 members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question

  1. A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting

36. Board of directors

  1. (1) There shall be a board of five directors.

  1. A director must be -

    1. a natural person and

    2. not less than 18 years of age

37. Quorum for Board

The quorum for a meeting of the board is 3.

38. Qualifications of directors

  1. A person is not qualified to be a director unless he or she is;

    1. member of the cooperative or a representative of a body corporate which is a member of the cooperative (“member director”).

    2. An employee of the cooperative or a person qualified as set out in Appendix 5 (“independent director”) of the Model Rules.

  1. In accordance with section 212 of the Act, a person may only be elected or appointed as an independent director if there are at least 3 member directors appointed for each independent director

  1. A person must not act as a director if the person is

    1. An auditor of the cooperative or a partner, employee or employer of the auditor;

    2. disqualified under section 213 of the Act

  1. The first directors shall be elected at the meeting for the formation of the cooperative

39. Retirement of directors

(1) At the first annual general meeting of the cooperative 3 of the directors must retire and at the next annual general meeting 2 of the directors must retire and this pattern of rotation is to continue in ensuing years

(2) A retiring director retains office until the close of the meeting at which his or her successor is elected

(3) The directors to retire in any one year are, subject to the provisions as to the filling of casual vacancies, those that have been longest in office since their last election and if there are 2 or more directors who became directors on the same day, those who retire must be determined by lot unless they otherwise agree among themselves

(4) A retiring director is eligible for re-election

40. Election of directors

    1. At least 6 weeks before an annual general meeting, the board must -

    1. notify all members of the number of directors retiring at the annual general meeting in writing and

    2. advise the members of –

    3. their eligibility to nominate as a director and

      1. the duties and responsibilities of a director and

      2. the nomination and election procedures

  1. Not less than 6 weeks before the annual general meeting, a notice must be displayed at the registered office of the cooperative inviting nominations of candidates for election as directors

  1. Nominations may be received prior to the annual general meeting or, at the annual general meeting

  1. A member nominating as a director must -

    1. be supported by 2 or more members and

    2. provide details of the qualifications and experience of the person and

    3. if the nomination is made in writing, be accompanied by the signature of the candidate agreeing to his or her nomination

  1. Details of each person who has been nominated must be given to members with the notice of the annual general meeting by the secretary or an officer nominated by the board

  1. Details to be provided to members must include the candidate’s -

    1. name and

    2. age and

    3. qualifications and experience and

    4. length of any previous service as a director of the cooperative or with any other cooperative

41. Manner of election

  1. The ballot for the election of directors must be conducted at the annual general meeting in the manner that the board directs

  1. If, at the annual general meeting at which an election of directors ought to take place, the place of any retiring directors is not filled, the meeting stands adjourned until the same day and time in the next week and at the same place unless another place is specified by a director or officer of the cooperative -

    1. at the time of the adjournment or

    2. by written notice to members given before the day to which the meeting is adjourned

  1. At the resumption of the adjourned meeting nominations for any unfilled positions of director may be received and an election may be held

42. Casual vacancy

If there is a casual vacancy in the office of director under section 218 of the Act, the board may appoint a person to fill that vacancy but the person appointed must retire at the next annual general meeting

43. Removal from the office of director

The cooperative may by special resolution remove any director from office before the end of the director’s period of office

44. Remuneration

In accordance with section 229 of the Act a director of a cooperative must not be paid any remuneration for services as a director other than fees, concessions and other benefits that are approved at a general meeting of the cooperative

45. Deputy directors

  1. In the absence of a director from a meeting of the board, the board may appoint a person to act as a deputy for that director

  1. A person appointed under sub-rule (1) must -

  1. be a member, if the absent director is a member

  2. be a representative of a body corporate, if the absent director is a representative of that body corporate

  1. A person appointed as deputy may act in the place of the director for whom he or she is deputy

  1. The other members of the board may by majority vote remove a deputy director from office

  1. A deputy director vacates office -

    1. if the deputy director is removed from office under this rule or

    2. if the director for whom he or she is deputy ceases to hold office or

    3. if the deputy director dies or

    4. if the deputy director resigns

  1. A deputy director while acting as a director is entitled to the same remuneration as that to which the director for whom he or she is deputy would have been entitled

46. Proceedings of the board

  1. Meetings of the board are to be held as often as may be necessary for properly conducting the business of the cooperative and must in any case be held at least every three months

  1. Questions arising at any meeting shall be decided by a consensus according to section 28 Decision making

  1. In the absence of a consensus as described in section 28 of the Rules, where there is an equality of votes, the chairperson has a second or casting vote

  1. A director may call a meeting of the board of directors by giving notice individually to every other director

  1. Except in special circumstances determined by the chairperson, at least 48 hours notice shall be given to the directors of all meetings of the board

47. Chairperson of board

  1. The chairperson of the board shall be elected by the board

  2. If the chairperson of the board is unable or unwilling to preside or is not present within 15 minutes after the time appointed for meetings of the board, the members present must select one of their number to preside

  3. The person selected under sub-rule (2) presides at the board meeting until the time that the chairperson attends and is willing to act

  4. The board may by ordinary resolution remove the chairperson from office

  5. A chairperson shall be elected at the first meeting after the beginning of the University Semester.

48. Financial year

The financial year of the cooperative ends on the 30th June

49. Transfer and transmission of debentures

(1) The instrument of transfer of a debenture must be executed by the transferor (the giver) and the transferee (the receiver)

(2) The transferor remains the holder of the debenture until the board consents to the transfer and the name of the transferee is entered in the registers of debentures in respect of the debenture

(3) A transfer of debentures must be in the form of Appendix 3 or in a form approved by the board

(4) The board may decline to recognise any instrument of transfer of a debenture and may decline to register the transfer unless -

(a) a fee in accordance with Appendix 1 is paid to the cooperative for the transfer and

(b) the instrument of transfer is accompanied by the debenture and such other evidence as the board may reasonably require to show the right of the transferor to make the transfer and

(c) any stamp duty payable in respect of the instrument of transfer has been paid

(5) If the board refuses to register a transfer of debenture, it must send written notice of its decision to the proposed transferee within 28 days after making that decision

50. Audit

(1) The accounts of the cooperative must be audited in accordance with section 238 of the Act and the regulations made under that section

(2) Auditors must be appointed in accordance with section 238 of the Act and the Regulations to audit the accounts of the cooperative.

(3) Audits must be carried out annually

51. Disputes

    1. The grievance procedure set out in this rule applies to disputes under these rules between -

    1. a member and another member or

    2. a member and the cooperative

    1. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties

    1. If the parties are unable to resolve the dispute at the meeting under sub-rule (2) or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator

    1. The mediator must be -

    1. A person chosen by agreement between the parties or

    2. In the absence of agreement – In the case of a dispute between a member and another member, by the board of the cooperative or

    3. In the case of a dispute between a member and the cooperative, a person who is a mediator approved by the Commissioner for Corporate Affairs

  1. A member of the cooperative can be a mediator

  1. The mediator cannot be a member who is a party to the dispute

*This Rule provides for the mediation of a dispute. Note that section 82 of the Act provides another procedure whereby application may be made to the Supreme Court for an order declaring and enforcing rights or obligations of members between themselves, or of the cooperative and a member between themselves. The Court may refuse to make an order, or may make an order for costs, if the Court is of the opinion that the application is unreasonable or the issue trivial.

52. Custody and inspection of records

A person is entitled to make a copy of entries in a register specified in section 246(1) of the Act -

(a) if the copy is a photocopy or electronic copy, on payment of a fee of $1 per page to a maximum of $20 and

(b) in any other case, free of charge

53. Banking

(1) The board must ensure that -

(a) a banking account or accounts are kept in the name of the cooperative and

(b) all money received by the cooperative is paid into that account or those accounts as soon as possible after it is received

(2) All cheques drawn on such accounts and all drafts, bills of exchange, promissory notes, and other negotiable instruments for and on behalf of the cooperative, must be signed by any 2 or more directors.

(3) The appointed shop manager has the authority to make payments from a designated trading account for general shop business

54. Safekeeping of securities

The cooperative must keep the securities of the cooperative safely in the manner and with the provision for their safety that the board directs

55. Cooperative funds

(1) The funds and property of the cooperative must be applied solely towards the carrying out and promotion of its objects

(2) There must be no return or distribution on surplus to members

56. Provision for loss

Subject to section 273 of the Act, the board may resolve to retain part of the surplus arising from the business of the cooperative in any year to be applied to meet any loss on the transactions of the cooperative

57. Winding up

(1) The winding up of the cooperative must be in accordance with Part 12 of the Act

(2) If, on the winding up or dissolution of the cooperative, any property remains after the satisfaction of all its debts and liabilities and the costs, expenses and charges of the winding up, that property -

(a) must not be paid to or distributed among the members and

(b) must be given or transferred to an institution -

(i) which has objects similar to those of the cooperative and

(ii) whose constitution prohibits the distribution of property among its members and

(iii) which has been chosen by the members of the cooperative at or before the time of dissolution

58. Further enquires

Consumer Affairs and Fair Trading

GPO Box 1244

Hobart Tasmania 7001

Telephone (03) 6233 2555

Fax (03) 6233 4882

E-mail business.affairs@justice.tas.gov.au

Website www.consumer.tas.gov.au

Certification

We the undersigned, certify that this is a copy of the rules which was presented to the formation meeting on

................................................................................... at .................................................................................

(date) (location)

......................................................................................................................................................................

for the purpose of forming a cooperative to be known as:'

.........................................................................................................................................................................

(name of cooperative)

....................................................................................................... Chairperson of Formation Meeting

Signature

............................................................................................................ Secretary of Formation Meeting

Signature

Note: This certification is signed at the Formation Meeting which is held after the rules have been approved

by the Commissioner and returned to the sponsors of the proposed cooperative.

Appendix 1

Schedule of charges -

Copies of entry in register refer to rule 49

Transfer of charge (inclusive of transfer of debenture) $10

Copy of rules $5 plus $1 for each page after the first page to a maximum of $10.

Appendix 2

Annual Entry fee – are decided at the first annual general meeting of each year

Discounts – To be decided at the first Annual General meeting of each year

Terms of payment – Refer to Rule 11

Appendix 3

For a transfer of debentures.

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 debenture or debentures numbered.......................................

in the ..................................... ...............................................................................................

[Name of cooperative]

to be held by the transferee, the transferee's 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 debenture or debentures subject to the conditions previously referred to in this document.

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

Signed by

............................................................................................................................transferor.

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

............................................................witness address

Signed by

.............................................transferee.

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

.......................................................witness address