Rules of a co-operative – Schedule 1

Every co-operative must have a set of rules.

The rules are a contract between the co-operative and its members who agree to adhere to the provisions outlined in the rules.

The rules must provide for the matters required by Schedule 1 of the Co-operatives National Law (CNL). The rules may contain other provisions appropriate to an individual co-operative that are not inconsistent with the provisions of the legislation

1. All co-operatives to provide for the following matters:

(a) the name of the co-operative;

(b) active membership provisions;

(c) the mode and conditions of admission to membership, and the payment to be made, or the share or interest to be acquired, before rights of membership are exercised;

(d) the rights and liabilities of members, and of the estates of deceased members, and the rights and liabilities of representatives of members under bankruptcy or mental incapacity;

(e) the circumstances in which members may be expelled or suspended, and the rights and liabilities of expelled and suspended members;

(f) the circumstances in which membership ceases;

(g) the charges or subscriptions payable by a member to the co-operative;

(h) the circumstances in which fines and forfeitures may be imposed on members of the co-operative, and the amount of the fines, being not more than the maximum amount prescribed by the National Regulations;

(i) the grievance procedures for settling disputes between the co-operative and any of its members as defined in section 129, or between a member and another member;

(j) the restrictions (if any) on the powers of the co-operative and the board;

(k) the number of directors, the qualification of directors, the way of electing, remunerating and removing directors and filling a vacancy, the period for which directors are to hold office, whether directors are to retire by rotation or otherwise, and the holding of annual elections;

(l) the quorum for and the procedure at meetings of the board;

(m) the device, custody and use of the seal of the co-operative;

(n) how the funds of the co-operative are to be managed, and in particular the mode of drawing and signing cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments for the co-operative;

(o) the custody of securities belonging to the co-operative;

(p) how debentures may be transferred;

(q) the date on which the financial year of the co-operative ends;

(r) the preparation of financial reports of the co-operative, the provision of those reports to members of the co-operative, and whether and how those reports are to be audited or reviewed;

(s) how a loss resulting from the transactions of the co-operative is to be provided for;

(t) the procedure for calling general and special meetings, the requisite notices of meetings, and the quorum for meetings, of the co-operative;

(u) the procedure at meetings of the co-operative, including the following—

• the rights of members in voting at meetings;
• the way of voting;
• the majority necessary for carrying resolutions, and any special majority in addition to that required under this Law necessary for carrying specified resolutions;

(v) the method of conducting postal ballots (including special postal ballots), including the following—

• the sending and filing of information and votes by fax or electronic means;
• the way of voting;
• the majority necessary for carrying resolutions, and any special majority in addition to that required under this Law necessary for carrying specified resolutions;

(w) the way of amending the rules;

(x) how the co-operative may be wound up;

(y) a matter prescribed by the National Regulations for the purposes of this clause;

(z) other matters that appear necessary or desirable to the co-operative.

2. Co-operatives with share capital are required to provide for the following additional matters:

(a) the nominal value of each share in the co-operative;

(b) the amount of the contingent liability (if any) attaching to shares;

(c) the terms on which shares, not including bonus shares, but including shares (if any) with a contingent liability attached to them are to be issued;

(d) the periodic subscriptions by which or the manner in which shares are to be paid for;

(e) for a distributing co-operative—how any surplus may be distributed;

(f) the allocation of a deficiency on the winding up of a co-operative;

(g) the forfeiture of shares on expulsion or on failure to pay any subscription or call, the extent to which members whose shares have been forfeited are to remain liable for any amount still unpaid for them, and the sale or cancellation of forfeited shares;

(h) how shares may be transferred;

(i) a matter prescribed by the National Regulations for the purposes of this clause.

3. Non-distributing co-operatives are required to provide for the following additional matters:

(a) that there must be no return or distribution of surplus or share capital to members other than the nominal value of shares (if any) at winding up; and

(b) for the way of distribution of the surplus property at winding up