This information provides a guide to the legal and other responsibilities that a co-operative must adhere to once registered. The information does not set out all the obligations of a co-operative and should not be relied on as a substitute for the Co-operatives National Law (the CNL).
A certificate of incorporation will be issued when the co-operative is registered. This will include the approved name of the co-operative. The co-operative must then ensure its full name appears in legible characters on the seal of the co-operative, in all notices, advertisements, official publications and in all the co-operative’s business documents.
The board of directors is responsible for managing the co-operative in accordance with the legislation and the co-operative’s rules. The co-operative must commence its activities within one year of registration. The co-operative may open a bank account in the name of the co-operative. The rules will set out how many signatories are authorised to operate the account.
The co-operative must keep written financial records that:
These records must be retained for 7 years after the transactions covered by the records are completed. The financial records may be kept in any language, however, an English translation must also be available.
The co-operative must maintain a series of registers which include minute books, register of directors, register of members and a register of cancelled members. Additional registers must be kept depending on the nature of activities undertaken by the co-operative. The registers must be kept in either written or electronic form and contain the particulars specified in Schedule 2 of the Co-operatives National Regulations (the Regulations).
The registers must be kept in NSW at:
The co-operative must notify the Registrar within 28 days if the registers are not kept at the registered office or are moved from one office to another.
At the office where the registers are kept, the following must be available:
These documents must be available for inspection by a member free of charge during all reasonable hours.
The CNL imposes restrictions on the use and disclosure of information obtained from a register.
The board must appoint a secretary who is an adult person and who ordinarily resides in Australia. The fact sheet Role of a co-operative secretary provides more information on the secretary’s responsibilities.
If the co-operative is a small co-operative in a particular financial year, the CNL does not require an auditor to be appointed, unless the co-operative is directed to prepare audited financial statements or reviewed financial statements either by its members or the Registrar.
Where an auditor is to be appointed, the directors of a small co-operative may appoint one if one has not been appointed by the co-operative in a general meeting. The appointment of an auditor for a small co-operative continues until the next annual general meeting.
Directors of a large co-operative must appoint an auditor within one month of registration, unless one was appointed at a general meeting. The auditor must be a registered company auditor, unless the co-operative is exempted from this requirement. Generally, this appointment continues until the first annual general meeting.
A large co-operative must appoint an auditor at its first annual general meeting. The appointment of that auditor then continues until the auditor’s death, removal or resignation or one of the other circumstances as specified in the CNL.
An initial board meeting should be held to determine any issues relating to the management and running of the co-operative. Subsequent board meetings must be held at least every three months. A board meeting may be called by any director and meetings may be called or held using any technology consented to by the board.
The minimum number of directors to constitute a quorum for a board meeting is 50% of the number of directors or a greater number as may be set out in the co-operative’s rules. To establish a quorum the number of member directors must outnumber the non-member directors by at least one or a greater number if required by the rules.
Minutes of all board meetings must be entered, in English, in the appropriate books within 28 days of the meeting and signed by either the chairperson of the meeting or the chairperson of the next meeting.
All general meetings, other than the annual general meeting, are called special general meetings. The board may call special general meetings of members of the co-operative at any time. The rules may set out additional requirements as to when general meetings must be called.
Members of the co-operative can request a special general meeting in accordance with the requirements set out in the CNL.
Minutes of all general meetings must be entered in the minute books within 28 days of the meeting and signed by the chairperson and must be available for inspection by members.
The co-operative’s FYE must be set out in the rules. The co-operative’s first financial year may extend from the date of registration to no longer than 18 months after that date.
All co-operatives must prepare a financial report. The content and nature of the report will depend on the size of the co-operative and members’ requirements. The financial report must be provided to members within 5 months after the end of the co-operative’s financial year.
However, disclosing entity co-operatives, as defined in the Corporations Act 2001, must report to members 21 days before the AGM if the AGM is scheduled to take place within 5 months of the end of the financial year. If the AGM is not scheduled within 5 months of the end of the financial year, reports must be provided to members within 5 months of the end of the financial year.
Members may elect the manner in which reports will be provided.
Members must be given a minimum of 14 days notice of the AGM. However, a notice of any special resolution to be considered at an AGM must be sent to members not less than 21 days prior to the AGM stating the intention to propose a special resolution, the reasons for it and the effect of it being passed. For convenience, the notice of meeting should be provided to members at the same time as the annual reports and any notice of special resolutions ie. 21 days prior to the AGM.
The method of notifying members must be in accordance with the co-operative’s rules.
The notice of meeting provided to the members should, as a minimum, state the place, day and hour of the meeting and include the ordinary business and the general nature of any special business, if any, to be covered at the AGM.
The following matters are considered the ordinary business of the AGM:
Members must have a reasonable opportunity to ask questions or make comments on the management of the co-operative and the conduct of the audit.
Following the meeting, the minutes of the AGM must be entered in the minute books within 28 days of the meeting and should be signed by the Chairperson. The minutes must be available for inspection by members of the co-operative.
Large co-operatives must lodge audited financial statements with the Registrar within 5 months of the end of the financial year.
Disclosing entity co-operatives must lodge within 3 months of the end of the financial year.
Small co-operatives must lodge an annual return in the approved form with the Registrar within 5 months of the end of the financial year.
Co-operatives must comply with any relevant State and Commonwealth laws that apply to its operations.
For further information please contact:
PO Box 22
154 Russell Street
Bathurst NSW 2795
Telephone: 6333 1400
Freecall: 1800 502 042
Facsimile: 6333 1444
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