OCBA - Rules

Contract

The rules comprise a contract between the co-operative and each member, and among members. (s101)

Content

The rules must make provision for certain matters set out in Schedule 1 to the Act, e.g.

active membership provisions;
admission to membership, and payment to be made, or share or interest to be acquired, before rights of membership are exercised;
circumstances in which members may be expelled or suspended, and rights and liabilities of expelled and suspended members;
any restrictions on the powers of the co-operative and the board;
number and qualification of directors, and manner of electing, remunerating and removing directors and filling a vacancy;
manner of calling general and special meetings, requisite notices and quorum for meetings, of the co-operative;
procedure at meetings of the co-operative, including voting rights of members;
nominal value of each share;
terms on which shares are to be issued;
manner in which surplus of a trading co-operative may be distributed.

Model rules are published by CBS in the South Australian Government Gazette. For further information visit Publications or telephone 131 882.

If the model rules deal with a particular matter and that matter is not dealt with in the co-operative's rules, then the model rule for that matter is taken to be included in the co-operative's rules. (s105)

There is no obligation for a co-operative to adopt the model rules. However, in practice the majority of co-operatives have adopted the model rules with only minor variations.

Alterations

The rules may only be altered by a special resolution of the co-operative (except where the board may alter - see below). (s108) A special resolution requires 21 days notice to be passed by a two-thirds majority of the members who, being entitled to do so, vote in person or (if proxies are allowed) by proxy, at a general meeting of members. (s187, 188)

The board may alter the rules by a resolution if the alteration does nothing more than give effect to a requirement, restriction or prohibition imposed by or under the Act. Members must be notified in writing of any alteration made by the board after the alteration takes effect. (s109)

Approval by CBS
A draft of a proposed rule alteration must be submitted to CBS at least 28 days (or such shorter period as CBS may allow in a particular case) before notice of the proposed special resolution is given to members (or if permitted, the resolution is passed by the board). The alteration must be approved by CBS before the resolution is passed by the co-operative in general meeting (or passed by the board). (s107, Form 5)See page 14 of policy pdf.

Notice of special resolution
After receiving CBS's approval of the draft alteration, and the 28 day period has expired, (except where the board may alter the rules) the co-operative must give 21 days notice to its members of the intention and reasons for proposing the special resolution, and its effect. (s187) (See s451 for service of notice provisions.)

If an active membership resolution is to be proposed (see Part 6), the notice must include:

whether the member is eligible to vote on the resolution;
the full text of the proposed resolution; and
a copy of s126 (Cancellation of membership of inactive member). (s122)

Registration
An alteration does not take effect unless and until it is registered by CBS. The application for registration must be submitted to CBS within 28 days after the passing of the special resolution (or resolution of the board, if permitted). (s110, Form 6) See page 17 of policy pdf.

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Rules

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Contract

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Model rules

Alterations