This is a version that is now several generations old, it has been before the Co-operative Team @ DMIRS which is some sort of super amalgamated Department that includes Commerce who approve or Deny the foundation document, The Rule Book, which they have now done twice.
Our issue is that of the popular vote of members being done electronically with decisions that can overturn the decisions of the board.
In Defence of this Rulebook:
Division 3 — The co-operative principles
6. Co-operative principles
The co-operative principles are the principles set out in the following Table.
Table of co-operative principles
Principle
1. Voluntary and open membership
A co-operative is a voluntary organisation, open to all persons able to use its services and willing to accept the
responsibilities of membership, without gender, social, racial, political or religious discrimination.
2. Democratic member control
A co-operative is a democratic organisation controlled by its members, who actively participate in setting policies and making decisions. Members serving as elected representatives are accountable to the membership. In co-operatives other than co-operative groups members have equal voting rights (one member, one vote). Co-operative groups are organised in a democratic manner.
3. Member economic participation
Members contribute equitably to, and democratically control, the capital of their co-operative. Usually, at least part of that capital is the common property of the co-operative. Usually, members receive limited compensation, if any, for capital subscribed as a condition of membership. Members of a co-operative allocate surplus to be used for any or all of the purposes of —
(a) developing the co-operative, possibly by setting up reserves, at least part of which are indivisible; and
(b) benefiting members in proportion to their transactions with the co-operative; and
(c) supporting other activities approved by the membership.
4. Autonomy and independence
A co-operative is an autonomous, self-help organisation controlled by its members. If a co-operative enters into agreements with other organisations, including governments, or raises capital from external sources, it does so on terms that ensure democratic control by its members and maintain its autonomy.
5. Education, training and information
A co-operative provides education and training for its members, elected representatives, managers and employees so they can contribute effectively to the development of the
co-operative. A co-operative informs the general public, particularly young people and opinion leaders, about the nature and benefits of co-operatives.
6. Co-operation among co-operatives
Co-operatives serve their members most effectively and strengthen the co-operative movement by working together through local, national, regional and international structures.
7. Concern for the community
Co-operatives, while focusing on member needs, work for the sustainable development of their communities through policies accepted by their members.
Co-operatives Act 2009, Part 1 Preliminary, Division 4 Application of Corporations Act to co-operatives
Response
The objection to the approval of the Pollee Rulebook lies in its inability to meet the terms used in the legislation.
We agree that to comply with the Legislation will essentially destroy the Principle on which Pollee is founded, the Principle of Democratic Representation, through a vote on any matter before the board or before the members of the co-operative.
Legislation is an interpretation of the Co-operative Principles 1-7, copied without your kind permission, at the start of this response.
It’s important to recognise that above all else in the law and it’s many legislations it’s the Co-operative Principles that are the constellation by which you are guided. They promise that ideals matter and that the intent of the legislation is to encourage everything that Pollee stands for, the evolution toward better outcomes for a membership and their common interest, that a cooperative has concern for the community.
We bring the right of immediate veto to any board decision because sometimes when you know there’s a thief in the house it’s best to get them out before they steal any more of the common wealth. A member can exercise Democratic member control to support or deny a motion. If at the end of a deliberation period the only members who vote are those who make up the board, then it has been done with respect for all, whether by consent or apathy of the membership body, a decision is made, as anticipated by the legislation.
It encourages members to contribute toward the development of better governance through better decision making, clearer and safer communication and all of that member business is assisted by a professional. Members gain Autonomy and Independence in expressing their choices, through making contribution
We create jobs for members out of the need of people to find information on the matter they’re voting on, to safely moderate discussions and provide help when it’s needed in assisting anyone with a problem or a solution to get the attention, the engagement and the resource they need to make their life better or a whole community better yet. The Pollee cooperative rulebook is built on Education, training and information through the provision of services that encourage Member economic participation.
Voluntary and open membership
Democratic member control
Member economic participation
Autonomy and independence
Education, training and information
Co-operation among co-operatives
Concern for the community
“Co-operatives, while focusing on member needs, work for the sustainable development of their communities through policies accepted by their members.”
If this Rulebook has been accepted by the Members there can be no real legal objection to it being used by the co-operative IF (bar the nit picking on redundant terms), the Rules meet all other criteria within the legislation.
The Principles legislate no obstruction or any real requirement for compliance to strict definitions and wording, legislation will evolve and adapt as ever it has to accept the changes and this is one of those moments.
Schedule 1 — Model rules of a non-distributing co-operative without share capital
[r. 6]
Rules of a non-distributing co-operative without share capital registered under the Co-operatives Act 2009
Name: Pollee Co-op Ltd
Table of Contents
(1) The rules of the co-operative have the effect of a contract under seal — 7
5. Active membership provisions 8
6. Qualifications for membership 10
7. Membership, subscriptions, periodic fees 10
10. Payments upon expulsion of member 14
11. Payments upon resignation of member 14
12. Suspension of co-operative members 14
14. Fines payable by members 17
15. Liability of members to co-operatives 17
16. Forfeiture and cancellations — inactive members 17
18. Dealings of members with co-operatives 19
19. Registration of Official Trustee in Bankruptcy 19
20. Registration as administrator of estate on incapacity of member 19
21. Entitlements and liabilities of person registered as trustee, administrator etc. 20
22. Transfer and transmission of debentures 20
24. Transfer and transmission of CCUs 23
25. Annual general meetings 23
26. Special general meetings 23
27. Notice of general meetings 24
29. Business of general meetings 25
30. Quorum at general meetings 26
31. Chairperson at general meetings 26
32. Attendance and voting at general meetings 27
33. Voting on a show of hands 28
35. Determining the outcome where equality of votes 28
Pollee Co-operative Ltd Proxy Agreement 30
37. Digital ballots (a form of Postal Votes) 31
38. Special and ordinary resolutions 33
40. Qualifications of directors 34
43. First and subsequent directors 37
44. Removal from office of member director 38
45. Vacation of office of director 38
46. Filling of casual vacancies 38
48. Proceedings of the board 39
49. Transaction of business outside board meetings 40
50. Quorum for board meetings 40
52. Delegation and board committees 41
53. Membership Representation 42
57. Custody and inspection of records and registers 44
59. Safe keeping of securities 46
60. Appointing an auditor — co-operatives 46
61. Appointing an auditor — small co-operatives 46
62. Terms of appointment, remuneration and removal of auditors 47
1. Terms used
-
In these rules —
act means Co-operatives Act 2009
active member means a member who is in active membership under clause 5;
auditor means a registered company auditor or auditors (within the meaning of that term in the Corporations Act) for the time being of the co-operative;
CCU means a co-operative capital unit;
director includes alternate director;
financial institution account means an account at a financial institution into which the co-operative’s money may be paid;
financial year means the financial year of the co-operative specified in clause 55;
General Meeting means any Poll Issue or Agenda of Poll Issues proposed by the board for the general consideration of Co-operative Members and their vote
Member means a member of the co-operative who has;
Enrolled to vote in the constituency they are seeking to vote in.
Submitted their identification and transaction details to confirm they are legitimate, registered and recognised by a financial institution and;
Voting rights on Poll Issues ONLY
Co-operative member means a member with all Member rights of the co-operative and who has;
Voting rights on all Cooperative Poll Issues;
Paid the membership fee
Accepted the conditions of Co-operative membership and;
A vote in all Co-operative Business*
* A Cooperative Member is entitled to nominate for the Board and any Office.
Junior member means a member of the co-operative;
Is between 12-18 years of age;
Paid the membership fee;
Accepted the conditions of Co-operative membership and;
Has voting rights in the Co-operative’s business; s60 (3)
Has no right to hold office or any executive authority* until 18 years of age s60 (2).
* The class of membership is to encourage young people to engage with the Poll Issues and in Co-operative business so that they may represent the views of youth to a board, as a Secondee to the Board. This enables them to; (a) participate and learn the skills, culture and ethics of the cooperative board; (b) observe the processes of the Executive, as well as; (c) facilitate their understanding that their Junior member's votes, in Poll Issues requiring Voter Registration with the AEC, or other agency, are representational only - an opinion poll result.
Natural Justice means “Rules of Fair Play”; providing a minimum standard of procedural fairness.
regulations means the Co-operatives Regulations 2010;
special resolution means a resolution passed in accordance with clause 38(1),(2) and (3).
Poll Issue means any Issue being deliberated on by an existing government administration or any other business the Co-operative is providing Information and Voting services for. These may be broadly defined as “Matters of Public Interest”.
A Poll Issue is considered for a period defined by the urgency of the Issue, with default of 30 days, during which time a Member may vote on that Issue, may change their vote, may delegate their vote, may cancel their vote or cancel any delegation. The vote on the Poll Issues is decided by simple majority, 50%+1, of all participating Members.
2. Rules
-
(1) The rules of the co-operative have the effect of a contract under seal —
(a) between the co-operative and each member; and
(b) between the co-operative and each director, the chief executive officer, the returning officer and the secretary of the co-operative; 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 apply to the person. [s. 97]
(3) The rules may be altered by a special resolution, [s. 104] by resolution of the membership delivered by the board in accordance with section 105 of the Act or as otherwise permitted by the Act.
(4) If alteration to these rules under section 28(3A) of the Act requires the prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(4A) If alteration to these rules under section 103 of the Act requires the prior approval of the Registrar following an order made under section 103(1B), the proposed alteration cannot be put to a resolution unless it is approved by the Registrar. [s. 103]
(5) An alteration to these rules does not take effect until it is registered by the Registrar. [s. 106]
(6) A member is entitled to obtain an electronic copy of the rules from the Cooperative upon becoming a member, or at any time on request, or they can be viewed and downloaded from the Co-operatives website.
(7) Any person may obtain a copy of these rules from the Registrar on payment of the prescribed fee. [s. 99(3)]
3. Powers
-
The co-operative has the power of an individual and the ability to restrict or place additional powers in the rules. [s. 39]
4. Name
-
(1) The name of the co-operative is [s. 238] Pollee Co-op Ltd
(2) The co-operative may change its name under section 241 of the Act.
(3) The co-operative may abbreviate its name under section 239 of the Act .
5. Active membership provisions
-
Under Part 6 of the Act —
Primary activities
To foster greater democratic and civil participation through the development, maintenance and provision of a freely available franchise that uses a nominal amount financial transaction (55c AUD) as the means of secure vote information carriage between the Member and the Cooperative on any Poll Issue; s6 (2)
To provide the digital platform for the publishing of credible, open and ‘truthful’ information to members on Poll Issues. The service will provide moderated community discussion, tools, services and human help to assist members in publishing information or presenting Issues for consideration and Polling, a Poll Issue;
To facilitate a vote on that proposal that will be decided by a simple majority vote (50%+1) of the number of participating, active and voting members;
To publish the outcome so that it may be used as a legitimate expression of voter intent to assist our public administrations in their decision making;
Host services to securely manage Membership ID Information, vote data and to conduct secure and accountable banking transactions between every member and the co-operative;
To facilitate and support local invention, innovation and enterprise through the provision of efficient and cheap decision making and governance services for individuals and organisations;
To financially support proposals put to the Co-operative by community members out of any accumulated savings or earnings.
To create a new class of employment, known as ‘Informarian’
Informarian: A person who is a Co-operative Member and is contracted by the Co-operative to:
Administer the creation of all content for Poll Issues;
Engage with members and the public on the Co-operative’s website providing information on all aspects of any Poll Issue, assisting members with contributions and editing member content. Publishing Constituency news;
Provide “Moderation” and dispute resolution / mediation between members in administering the Code of Conduct on all Co-operative Public Spaces, physical and virtual;
Assist with technical issues regarding membership, use of the software and apps, general member questions;
Conduct the local constituency vote on the Poll and display the real time results of the progressive tally. At the expiration of the Poll Issue deliberation period, publish the result of the Poll and vote and enact actions attached to the decision;
Archive the Poll Issue data for the constituency as reference should the Poll Issue arise again for reconsideration and vote.
An Informarian will be remunerated through the process of the vote data carriage mechanism, the 55c transaction. Each Informarian will receive 30c, plus, any gratuity bestowed by a Member. Any amount accrued is distributed automatically on declaration of a vote by the returning officer.
are primary activities of the co-operative; and
Active membership requirements
A member must —
(1) Be enrolled in the Local Government Area as a Registered Australian voter for either or both State and Federal Government through the AEC and/or The State Electoral Commission. This rule does not apply to Junior member
(2) Be the account holder of a financial transaction account;
(3) Be over 12 years of age;
(4) Pay the co-operative membership subscription fee, if seeking voting rights in co-operative’s business;
(5) Actively engage in discussions and business of the cooperative and vote on cooperative business in the format required by the Cooperative at least 1 time per year;
(6) Adhere at all times to the Cooperative’s Code of Conduct and/or Code of Practice
to establish active membership of the co-operative.
(a) All members of a co-operative must be active members;
(b) Subject to sections 123 and 124 of the Act, a member who fails to be or stops being an active member must, under the Act, have their membership cancelled.
6. Qualifications for membership
-
(1) Any person over the age of 12 years is qualified to choose a class membership for the co-operative:
Junior Member;
Member;
or; Cooperative Member.
(2) Any person seeking membership must firstly be proposed by an existing member.
(3) Any person not currently serving a custodial sentence of 5 years or more;
(4) Have proven their Identity (First Name, Family Name, Address, Mobile Number, Contact email address.) through financial institution confirmation of identity details supplied to them in providing an active transaction account.
(5) Members and Cooperative Members must also be currently registered voters in the Australian electorate(s) of the Co-operative and provide proof of that registration with the AEC or State Electoral Office Electoral Rolls.
(6) Despite subclause (1), a person who was a member of a co-operative immediately before that co-operative became a transferred co-operative is qualified despite the absence of reasonable grounds for believing that the person will be an active member of the co-operative. [s. 58]
7. Membership, subscriptions, periodic fees
-
(1) The co-operative must give to a person intending to become a member —
(a) an electronic copy of the documents required to be given under section 68(2a)(b) of the Act, whether or not the person requests a copy of any or all of those documents; and
(b) written notice of entry fees or regular subscriptions payable by a member of the co-operative. [s. 69];
*(c) All Co-operative Information, Rules, and Documents are available to members from the Cooperatives Member Website. A vouching member may share that information with the member they are proposing.
(2) Applications for membership must be countersigned by the vouching member, lodged electronically, or at the Co-operatives registered office, and in the format approved by the board.
(3) Every application for membership is subject to the candidate successfully meeting all membership requirements under 6. Qualifications for membership.
(4) Every application for co-operative membership must be considered by the board and the membership over a period of no less than 30 days from the date of publication of .the request for membership on the Cooperative’s website.
(5) If the board approves an application, the applicant’s name, and any other information required under the Act, must be entered in the register of members within 28 days of the board’s approval.
(6) The applicant must be notified in writing of the entry in the register and the applicant is then entitled to the privileges attached to their class of membership.
(7) On approval of Cooperative Membership the amount of $20 AUD is payable as a Membership Fee.
(8) The board can refuse an application for membership. However, they must first:
a. Provide the applicant with written notice of the board meeting at which their membership application is to be discussed; and
b. The member must be given a reasonable opportunity of being heard at the meeting.
If, after following the process above, the Board decides to refuse a membership application, written reasons must be provided, and any amounts accompanying the application for membership must be refunded to the applicant within 28 days of the decision.
(9) The board must record any refusal of a membership application, along with the board’s reasons for doing so, in the register of members published, publicly, to the Co-operatives website ie. making an application for membership using fraudulent identification.
8. Ceasing membership
-
A person ceases to be a member in any of the following circumstances —
(a) if the member’s membership is cancelled under Part 6 of the Act (Active membership);
(b) if the member is expelled under these rules;
(c) on death of the member;
(d) if the contract of membership is rescinded on the ground of identity fraud or mischievous / criminal conduct contrary to the Code of Conduct.
(e) on written notice of the member’s resignation from membership, given by the member to the secretary;
9. Expulsion of members
-
(1) A member may be expelled from the co-operative by special resolution to the effect —
(a) that the member has failed to discharge the member’s obligations to the co-operative under these rules, Code of Conduct, Code of Practice or a contract; or
(b) that the member has acted in a way that has —
(i) prevented or hindered the co-operative in carrying out its primary activity or one or more of its primary activities; or
(ii) brought the co-operative into disrepute; or
(iii) been contrary to one or more co-operative principles as described in section 6 of the Act and has caused the co-operative significant financial or reputational loss.
(iv) that the member has used fake ID to gain membership or committed any criminal act against another member or the co-operative that has resulted in a conviction for that act.
(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 clause the following procedures apply —
(a) at the meeting, the member must be afforded a full opportunity to be heard and is entitled to call witnesses and 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 co-operative may decide on the evidence before it, despite the absence of the member;
(c) once the act is considered, the co-operative may decide to expel the member who committed the act;
(d) the co-operative must not make a decision on the act or on expulsion,except by vote by secret ballot of the members present, in person, by digital presence or represented by proxy or by attorney, and entitled to vote. A motion for the decision is not passed unless two-thirds of the members present over the term of the poll, in person, by digital vote or represented by proxy or by attorney, vote in favour of the motion ie. this allows for decisions to be made on a timely basis.
(4) An expelled member must not be re-admitted as a member unless the re-admission is approved by a majority of the members through a special resolution.
10. Payments upon expulsion of member
-
(1) If a member* is expelled from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full;
(2) If a member is expelled from the co-operative, all amounts owing by the co-operative to the former member become immediately payable in full;
(3) If a member who had paid the membership fee in full is expelled from the co-operative, the board will repay the full membership fee.
* Membership fee is once off and remains valid in perpetuity.
11. Payments upon resignation of member
-
(1) If a member* resigns from the co-operative, all amounts owing by the former member to the co-operative become immediately payable in full.
(2)If a member resigns from the co-operative, all amounts owing by the co-operative to the former member become immediately payable in full
(3) If a member who had paid the membership fee in full resigns from the co-operative, the board will repay the full membership fee.
* Membership fee is once off and remains valid in perpetuity.
12. Suspension of co-operative members
-
(1) The co-operative will suspend a member’s voting right, for not more than one (1) year, who does any of the following acts —
(a) contravene any of these rules;
(b) fail to discharge obligations to the co-operative, whether under these rules or a contract;
(c) act detrimental to the interests of the co-operative;
(d) that the member has used fake ID to gain membership or committed any criminal act against another member or the co-operative that has resulted in a conviction for that act;
(e) is convicted and is serving a term of imprisonment greater than 5 years. Voting rights will automatically be restored on release.
(2) In order to suspend a member, the procedure for expulsion of a member set out in clause 9 is to be followed as if references to expulsion were references to suspension.
(3) During the period of suspension, the member —
(a) loses any voting rights arising as a result of membership; and
(b) is not entitled to a refund, rebate, relief or credit for membership fee paid, or payable, to the co-operative.
13. Disputes and mediation
-
(1) The grievance procedure set out in this clause applies to disputes under the rules between a —
(a) member and another member; or
(b) member or members and the co-operative.
(2) If a dispute arises, a party cannot commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this rule, except where a person seeks urgent interlocutory relief.
(3) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days of —
(a) the dispute coming to the attention of each party; or
(b) a party giving notice to each of the other parties involved, of the dispute or grievance.
(4) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, as soon as is practicable, hold a meeting in the presence of a mediator.
(5) The mediator must be —
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement —
(i) for a dispute between a member and another member, a person appointed by the board of the co-operative; or
(ii) for a dispute between a member(s) and the co-operative, a court officer of the Supreme Court of Western Australia for claims up to $75000
(6) A member of the co-operative can be a mediator.
(7) The mediator cannot be a member who is a party to the dispute.
(8) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
(9) The mediator, in conducting the mediation, must —
(a) give the parties to the mediation process every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that respect and civility are maintained by the parties in pursuit of Natural Justice throughout the mediation process;
(10) The mediator cannot determine the dispute.
(11) The mediation must be confidential and without prejudice.
(12) The costs of the mediation are to be shared equally between the parties unless otherwise agreed.
(13) Nothing in this clause extends to any dispute as to the construction or effect of any mortgage or contract contained in any document other than these rules.
(14) Nothing in this clause extends to any dispute involving the expulsion or suspension of a member.
(15) If the mediation process does not result in the dispute being resolved, each party may seek to resolve the dispute in accordance with the Act or otherwise at law.
14. Fines payable by members
-
(1) The board may not impose fines on members.
15. Liability of members to co-operatives
-
(1) A member is, under section 67 of the Act, liable to pay to the co-operative the charges, including entry and periodic fees, loan repayments payable by the member to the co-operative under these rules.
(2) On the death of a member, the member’s estate is subject to the same liability as the member would have been until the member’s personal representative or some other person is registered in the member’s place. [s. 63(2)]
16. Forfeiture and cancellations — inactive members
-
(1) Subject to sections 123 and 124 of the Act, the board must declare the membership of a member cancelled if — [s. 120]
(a) the whereabouts of the member are not presently known to the co-operative and have not been known to the co-operative for a continuous period of at least 1 year; or
(b) the member is not presently an active member and has not been an active member at any time in the past 1 year;
(2) Sub-clause (1) applies to a member if he or she was a member of the co-operative throughout the 1-year period.
(3) Unless sub-clause (4) applies, the board of a co-operative must ensure that notice of its intention to declare the membership of a member to be cancelled is given to the member not less than 28 days prior to the intended day of the cancellation.
(4) Notice is not required to be given under sub-clause (3) if —
(a) the member’s whereabouts are unknown to the co-operative; or
(b) the amount required to be repaid to the member in relation to the cancelled membership does not exceed $100.00 or such other amount as may be prescribed under section 125(2) of the Act.
(5) The co-operative must keep a register of cancelled memberships under sub-clause (1), that must include the particulars in Schedule 4 clause 5 of the regulations.
17. Death of member
-
(1) Subject to section 159 of the Act, the board must transfer a deceased member’s interest in the co-operative to —
(a) the personal representative of the deceased, that is, an executor or administrator of the estate of the deceased; or
(b) the person specified by the deceased’s personal representative, in an application made to the co-operative within 3 months after the death of the member.
(2) Deleted
(3) If the total value of the deceased member’s interest in the co-operative is less than $10, 000 or another amount fixed by the regulations, the board may transfer the interest under section 76 of the Act if there has not been a grant of letter of administration or probate of the deceased’s will. [s. 76]
(4) Under section 77 of the Act, the board must decide the value of the interest of a deceased member as the amount payable to the deceased member less any amounts owing to the co-operative by the deceased member.
18. Dealings of members with co-operatives
-
(1) The co-operative may, under section 70 of the Act, make a contract with a member requiring the member to have specified dealings with the co-operative for a fixed period.
(2) The contract may require a member —
(a) to sell products through or to the co-operative; or
(b) to obtain supplies or services through or from the co-operative; or
(c) to pay to the co-operative specified amounts as liquidated damages for a contravention of a requirement authorised by this clause.
(3) Any amount specified as liquidated damages is to be considered as a debt payable to the co-operative for which the co-operative has, under section 72 of the Act, a charge on each of the following —
(a) the credit balance and deposits of the member or past member;
(b) entry fees and regular subscriptions required to be repaid to a member when the member ceases to be a member.
19. 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 any financial interest held by the bankrupt member. [s. 154]
(2) The Official Trustee has no voting rights within the Co-operative.
20. Registration as administrator of estate on incapacity of member
-
(1) A person appointed under a law of a State or a Territory 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 the member’s financial interests in the co-operative. [s. 153]
(2) The Administrator of the Estate has no voting rights unless that right has been assigned by the member through a Power of Attorney.
(3) In the event that the incapacitated member has put in place a proxy, the proxy will stand unless successfully appealed to a Special / General Meeting of the membership by the Administrator of the Estate.
21. Entitlements and liabilities of a person registered as trustee, administrator etc.
-
(1) No person, other than an authorised proxy, is entitled to use the vote of a member because of the death, bankruptcy or incapacity of the holder of the voting right. Control over any member entitlements, debentures, financial interests and debts reverts to the Estate, Trustee or Administrator of the deceased, bankrupt or incapacitated member.
(2) A person registered under clause 17, 19 or 20 has, while registered, the same liabilities as those to which the dead person, the bankrupt person or the incapable person would have been liable if he or she had remained a member with full legal capacity.
22. Transfer and transmission of debentures
-
(1) On the written request of the transferor (the giver) of a debenture, the co-operative must enter in the appropriate register the name of the transferee (the receiver) in the same way and on the same conditions as if the application for entry were made by the receiver.
(2) If the co-operative refuses to register a receiver of debentures it must, within 28 days after the date on which the transfer was lodged with it, send to the receiver notice of the refusal.
(3) An instrument of transfer of a debenture must be executed by or on behalf of the giver and the receiver. The giver is taken to remain the holder of the debenture until the debenture in the name of the receiver is entered in the register of debentures.
(4) The board and membership may decline to recognise an instrument of debenture and may decline to register a debenture unless —
(a) a fee of $50 (or a lesser amount decided by the board) is paid to the co-operative for the transfer of registration; and
(b) the instrument of transfer is accompanied by the relevant debenture and any other evidence the board reasonably requires, in particular evidence showing the right of the transferor to make the transfer; and
(c) any government stamp duty payable is paid.
(5) Debentures must be transferred in the following form or in a form approved by the board —
Debenture of Pollee Ltd
I, ………………………………………………………………….(the giver)
of ............................………………………………………….
In the State of …………………………….
in consideration of the sum of $ .….. paid
to me by……………………………………………………….. (the receiver),
of ............................………………………………...
in the State of……………….
…………………………….. transfer to the receiver the debenture(s)
numbered ...........................……… to be held by the receiver, the receiver’s executors, administrators and assigns, subject to any conditions on which I hold the debenture(s) and any other conditions being terms of the transfer of the debenture(s).
And I, the receiver, agree to take the debenture(s) subject to the conditions mentioned.
Dated this ……………………….. day of ........................... 20 ………
Signed by ………………………………………………… giver.
In the presence of ……………………………………………witness.
Signed by ………………………………………………. receiver.
In the presence of …………………………………………. witness.
23. Issue of CCUs
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(1) The board of the co-operative may confer an interest in the capital of the co-operative by issuing Cooperative Capital Unit (CCU) in accordance with the Act.
(2) The board of the co-operative may issue CCUs to a person, whether or not that person is a member of the co-operative. [s. 260]
(3) Each holder of a CCU is entitled to one vote per CCU held at a meeting of the holders of CCUs.
(4) The rights of the holders of CCUs may be varied only in the way and to the extent provided by their terms of issue and only with the consent of at least 75% of those holders of CCUs who, being entitled to do so, cast a formal vote to accept the variation at a meeting.
(5) The holder of a CCU has, in the person’s capacity as a holder of a CCU, none of the rights or entitlements of a member of the co-operative.
(6) The holder of a CCU is entitled to receive notice of all relevant meetings of the co-operative and all other documents in the same manner as the holder of a debenture of the co-operative.
Note: Debenture holders receive notice of meetings of debenture holders not general meetings of the co-operative.
24. Transfer and transmission of CCUs
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(1) Subject to this clause, the transfer and transmission of a CCU is to follow the same process as for a debenture under clause 22.
(2) Where the terms of issue of a CCU differ from clause 22 in respect to the manner of transfer or transmission, the terms of its issue prevail.
25. Annual General Meeting (AGM)
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(1) An annual general meeting must, under section 190 of the Act, be held each year at a place and on a date and a time decided by the board within 5 months after the close of the financial year of the co-operative or within the further time allowed by the Registrar or fixed under a regulation.[s. 190]
(2) A general meeting of the co-operative other than the annual general meeting must be a special general meeting.
(3) If an annual general meeting is not held as required by subclause (1), the members may, under section 195 of the Act and clause 26 of these rules, requisition a special general meeting.
26. Special General Meetings (SGM)
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(1) The board may, whenever it considers appropriate, call a Special General Meeting of the co-operative.
(2) The board must call a general meeting of the co-operative on the requisition in writing by 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 co-operative.
(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 one or more of the requisitioning members); and
(c) be served on the co-operative by being lodged at the co-operative’s registered office.
(4) A meeting requisitioned by members under these rules must be called and held as soon as practicable and, in any case, must be held within two (2) months after the requisition is served.
(5) If the board does not call a meeting within 35 days after the requisition is served, the following provisions apply —
(a) the requisitioning members (or any of them representing at least half their total 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 ask the co-operative 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 co-operative;
(c) the board must send the statement to the requisitioning members within seven (7) days after the request for the statement is made;
(d) the meeting called by the requisitioning members must be held within three (3) months after the requisition is served;
(e) the co-operative must pay the reasonable expenses incurred by the requisitioning members because of the board’s failure to call the meeting;
(f) any amount required to be paid by the co-operative is to be retained by the co-operative out of amounts payable by the co-operative for fees or other remuneration for their services to the directors who were in default. [s. 195]
27. Notice of general meetings
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(1) At least fourteen (14) days notice (not including the day on which the notice is served or taken to be served, but including the day for which notice is given) must be given to every member of any general meeting, in the way stipulated in clause 65.
(2) Notice must be given to the persons who are, under these rules, entitled to receive notices from the co-operative, but the non-receipt of the notice does not invalidate the proceedings at the general meeting.
(3) The notice must state the; (a) place (geolocation), (b) date, (c) commencement and (d) cessation of the meeting and, for special business, (e) the general nature of the business.
(4) For a special resolution, notice of —
(a) the intention to propose the special resolution; and
(b) the reasons for proposing the special resolution; and
(c) the effect of the special resolution being passed, must be given at least 21 days before the meeting. [s. 177]
(5) Members, who together are able to cast at least 10% of the total number of votes that are able to be cast at a meeting of the co-operative and who have a resolution to submit to a general meeting must give written notice and supply this to the Board of the co-operative at least forty-five (45) days before the day of the meeting.
(6) In a notice calling a general meeting, the board must include any business relating to a Poll Issue that members have notified their intention to action (deliberate & vote) at the meeting under sub clause (5) (provided the members’ notification has been made under these rules and within time).
28. Deleted
29. Business of general meetings
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(1) The ordinary business of the annual general meeting must be —
(a) to confirm minutes of the last preceding general meeting (whether annual or special); and
(b) to receive from the board, auditors or officers of the co-operative —
(i) the financial reports of the co-operative for the financial year; and
(ii) a report on the state of affairs of the co-operative.
(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 ordinary business, is special business.
30. Quorum at general meetings
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(1) An item of business cannot be transacted at a general meeting unless a quorum of members is present when the meeting is considering the item. [s. 193]
(2) Unless these rules state otherwise any number greater than three (3) members present in person, via proxy or online participation, each being entitled to exercise a vote, constitute a quorum. [s. 193]
(3) If a quorum is not achieved over the period of deliberation and vote for a meeting, the meeting, if called on the requisition of members, must be dissolved. In any other case it must be adjourned to the same day, time and place in the next month.
(4) If a quorum is not achieved over the period of deliberation and vote for an adjourned meeting, the members who voted constitute a quorum and their decision decided by simple majority, 50%+1, will be taken.
31. Chairperson at general meetings
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(1) The chairperson, if any, of the board may preside as chairperson at every general meeting of the co-operative.
(2) If there is no chairperson, or if at a meeting the chairperson is either not present within 15 minutes after the time appointed for commencing the meeting or is unwilling to act as chairperson, then the members present must choose someone from their number to be chairperson (until the chairperson attends and/or is willing to act).
(3) The chairperson with the consent of a meeting at which a quorum is present (and must if directed by the meeting) may adjourn the meeting from time to time and from place to place. 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. When a meeting is adjourned for fourteen (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 the business to be transacted at an adjourned meeting.
32. Attendance and voting at general meetings
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(1) The right to vote is attached to membership – each co-operative member is entitled to one vote per agenda item at general meetings.
(2) Online attendance (web conference / teleconference) participation at all meetings will be provisioned.
(3) A resolution, other than a special resolution, must be decided by simple majority. 50% + 1 of any qualifying membership quorum - any number of participating members greater than three (3).
Note: The requirements for a special resolution are in section 177 of the Act.
(4) At any general meeting a question for decision must (as provided in section 194 of the Act) be decided by a majority of votes cast over the period of deliberation and voting. The default period for any deliberation and vote is 30 days from the declaration of the vote. This period of deliberation may only be varied by a majority decision in a snap poll made by those members present in person, proxy or online
(5) A poll, deliberation and vote by the membership will be conducted on every question for decision (Poll Issue).
(6) On the date and time the Poll Issue vote closes, the date of the physical General Meeting, any gathered members may vote by a show of hands and if they have not previously voted, their numbers will be added to the tally.
(7) Once the total votes on the show of hands and Poll Vote Postal and Electronic votes have been counted then the chairperson makes a declaration that a resolution has been carried (unanimously or by a particular majority) or lost is evidence of that fact.
(8) The result of the vote must be entered in the minute book and immediately declared to the Cooperative Membership website.
33. Voting on a show of hands
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On a show of hands at a general meeting, each member —
(a) present (including online); or
(b) represented by a non-member acting under a power of attorney; or
(c) represented by a non-member appointed under section 61(1) of the Act; or
(d) represented by a member appointed as a proxy under these rules*, may exercise only one vote per Poll Issue.
*Note: If the rules do not allow for non-members to be appointed as proxies, paragraph (d) should be omitted.
34. Voting on a poll
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On a poll called at a general meeting, each member (a) present; (b) participating online; (c) represented by a proxy; (d) represented by a person acting under a power of attorney; or (e) postal has one vote per Poll Issue.
35. Determining the outcome where equality of votes
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(1) Where the votes in favour and against a resolution are tied, the issue will be relisted for deliberation and vote until the matter is decided by simple majority, 50%+1, of those members who voted on the poll meeting the quorum requirements.
(2) If a Poll Issue fails to gather a quorum of members over two successive Poll Issue periods the Board is deemed representative and will decide on a Simple Majority ie. 50% +1
36. Proxy votes
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(1) The instrument appointing a proxy must be in writing or digitally signed by the appointer or the appointer’s attorney properly authorised in writing.
(2) An instrument appointing a proxy may direct the way the proxy is to vote in relation to a particular resolution and, if an instrument of proxy directs, the proxy is not entitled to vote on the resolution other than as directed in the instrument.
(3) A person must not act as a proxy unless the person is a member of the co-operative.
(4) A person may be appointed as a proxy by more than one member. The number of proxies a person may carry is unlimited.
(5) An instrument appointing a proxy may be in the following form, assigned digitally or another form the board & membership approves. —
Pollee Co-operative Ltd Proxy Agreement
I ………………………………………………………………………….. (name)
of …………………..……………………………………………………. (address)
being a member of the co-operative, appoint:
……………….…………………………………………………….. (name)
of ………………………………. ………………………………….(address)
as my proxy , to vote for me and on my behalf at any meeting, * annual general/*special perpetually or
on the issue listed as ………...(Number) …………………………………………...(Title)
I reserve the right to revoke the proxy and vote at any time before the close of the vote and to have my vote counted in its stead.
Signed this ............................ day of ……………………….. 20……..
This proxy authorisation is valid in either the approved digital form or as written proxy
(7) A written instrument appointing a proxy is not valid until the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notary certified copy of the power or authority, 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, at the registered office of the co-operative or at another place specified for the purpose in the notice calling the meeting.
(8) A vote given in accordance with an instrument of proxy or a power of attorney is valid despite the incapacity or unsoundness of mind of the principal, if notice has been received by the co-operative at the registered office before the start of the meeting or adjourned meeting at which the instrument is used or the power is exercised.
37. Digital Ballots (Digital Postal and Special Postal Votes)
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(1) A Digital Ballot (BC) of members must be held to decide any co-operative business, other than those delegated to the Board and as required by the Act, s6 (2), these rules or when the members by ordinary resolution approve one.*
*Notes: The use of digital democratic platforms such as Consul extends the manner in which contributions can be made to raise, modify and move motions, differing from that of (a) face-to-face or (b) postal ballot.
1. Section 187 of the Act lists a number of matters for which a special postal ballot must be conducted.
2. Section 188 (1) of the Act requires the board to conduct a postal ballot or a special postal ballot for the passing of a special resolution on the written requisition of such number of members who together are able to cast at least 20% (or less if the rules provide) of the total number of votes able to be cast at a meeting of the co-operative.
3. Members proposing to give the board a written requisition should familiarise themselves with the requirements in section 188(2).
(a) Subject to sections 185 and 186 of the Act, regulation 9A of the regulations and clause (b), a Digital (Postal) ballot (Electronic Voting) is to be conducted using such method, in such form and returnable in such manner, as the membership decides
(b) A postal ballot or special postal ballot may incorporate one or more methods of electronic voting.
(4) The board is to appoint a returning officer to conduct the Digital Postal ballot or, in default of such appointment, the secretary is the returning officer.
(5) At least 21 days prior to the closing date of a Digital Postal ballot*, the returning officer is to provide digital ballot papers (in the form and with such content as the board and membership may approve) to all voting members giving —
(a) a summary of the particulars and a copy of all relevant documentation of the business being decided by the Digital Postal Poll; and
(b) an explanation of how to lodge a valid vote and the majority required to pass the vote; and
(c) notice of the closing date and closing time of the digital postal ballot.
(d) Unique ID of Informarian, Proposal Name and Poll
*Note: Section 186(3) of the Act requires a disclosure statement containing specified information to be included with the other material sent to members in connection with a special Digital Postal postal ballot.
(6) The Returning Officer shall receive, validate and count the votes and advise the Board and Membership of —
(a) the number of formal votes cast in favour of the proposal concerned; and
(b) the number of formal votes cast against the proposal concerned; and
(c) the number of other votes cast.
(7) On declaration of the result of the poll, the secretary must:
(a) publish the result to the members via the Informarians and Co-operative Website,
(b) enter the subclause (6) details in the digital ledger and minute book of the co-operative.
(8) All Digital Postal Poll choices are private and the method used to conduct the ballot will ensure that votes can be counted without identifying the way each member has voted.
(9) A member may choose to publicly display their vote choice using digital democratic platforms such as Consul.
38. Special and ordinary resolutions
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(1) A special resolution is a resolution of which the notice set out in sub clause
(2) has been given of the intention to propose the resolution as a special resolution and that is passed —
(a) by two-thirds of the members who vote in person, online, or by proxy or attorney, at a general meeting; or
(b) by a two-thirds majority in a digital postal ballot; or
(c) by three-quarters of the members who cast formal votes in a special digital / postal ballot of members. [s. 177(1)]
(2) A resolution is not taken to have been passed as a special resolution unless not less than 21 days notice has been given to the members of the co-operative stating —
(a) the intention to propose the special resolution; and
(b) the reasons for proposing the special resolution; and
(c) the effect of the special resolution being passed. [s. 177(3)]
(3) A special resolution has effect from the date it is passed by the vote of a simple majority of a qualifying quorum. However a special resolution required to be passed by special digital postal ballot has no effect until registered by the Registrar [s. 180] and no amendment to these rules is to take effect until the amendment is registered by the Registrar. [s. 106(1)]
(4) An ordinary resolution is one passed by a simple majority, 50%+1, of the total member votes cast in the Poll and has effect from the date it is passed.
39. Board of Directors
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(1) The business and operations of the co-operative are to be managed and supervised by the Board of Directors, and for that purpose the board has and may exercise the powers of the co-operative as conferred on the board by ongoing resolution of the Co-operative members.
(1A) In exercising the powers of the Co-operative the board must be acting according to the direction of the membership as set out in rule 53.
(2) The board must have a minimum of five (5), and a maximum of nine (9) member directors each of whom must be an individual member of the co-operative, and at least 18 years old. *The board may second up to three (3) junior members, as counsel, without executive authority or responsibility.
(3) The board shall nominate and appoint from their number the following officers:
A Chairperson;
A Secretary;
A Treasurer;
A Poll Returning Officer**
*Notes: The acts of a director are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
**The secretary may act as the Returning Officer
(4) The powers of the board are subject to any restrictions imposed by the Act or by these rules.
40. Qualifications of directors
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A person is not qualified to be a director of the co-operative unless the person is —
(a) a member of the co-operative; or
(b) an employee of the co-operative or a person qualified under clause 41 to be an independent director.
41. Independent Directors
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(1) The board may appoint persons with special skills to be independent Directors of the co-operative on the conditions and for the period the board recommends. In appointing or removing an independent director the Board must be acting on the approval of any nomination by a vote of the membership as set out in rule 53.
(2) The special skills required of an independent director may be specified by the board, and may be varied by the board from time to time, or from appointment to appointment. [s. 199(2)(b)]
(3) An independent director is, subject to this clause, a director of the co-operative for the period of the appointment.
(4) The majority of directors must be member directors. [s. 199(3)]
(5) Unless this clause provides otherwise, all other rules relating to directors apply to an independent director.
(6) On the termination of appointment as independent director by death, retirement, resignation or another way, the independent director stops being a director of the co-operative.
(7) An independent director is entitled to attend any general meeting of the co-operative and be heard on any part of the business of the meeting.
(8) An independent director is entitled to attend or contribute to any meeting of directors on a motion about the terms and conditions of his or her appointment, conditions of service or termination of service and is permitted by the chairperson of the board to speak in relation to the motion.
(9) Despite anything else in these rules a vote is not valid if taken at a meeting of the board of directors unless, when the vote is taken, the number of independent directors present is less than the number of member directors present.
(10) Despite the term of appointment fixed under sub clause (1), the appointment of an independent director must be ratified by the members of the co-operative at the general meeting next after the appointment of the independent director. Ratification must be by a simple majority (50% +1) of that number of members of the co-operative who were present and entitled to vote.
(11) If the appointment of an independent director is not ratified by the members of the co-operative, anything done by the independent director since the appointment and up to that time is taken to have been validly done.
(12) Despite the terms of appointment, the members may, by special resolution, at a Special General Meeting (SGM) or Annual General Meeting (AGM) of Members, seek to terminate the appointment of an independent director through a Digital Postal Ballot of members requiring a simple majority (50% +1) of that number of members of the co-operative who were present and entitled to vote.
(13) An independent director cannot be required to be an active member of the co-operative but must abide by the co-operative’s Code of Practice and Code of Conduct
42. Managing Director
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(1) The board may, if it considers appropriate, appoint a person to be managing director of the co-operative and may from time to time remove the person from office. The conditions and the period of appointment must be decided by the board. In appointing or removing a managing director the Board must be acting on the direction of the membership as set out in rule 53.
(2) The Managing Director is not counted for clause 39(2).
(3) In all other respects the managing director has all the privileges of a director and all other rules relating to directors apply to the managing director.
(4) On the termination of the appointment as managing director either by death, retirement, resignation or termination by the board with a resolution of consent by the members, the managing director stops being a director of the co-operative.
(5) The managing director is entitled to be present at any meeting of directors on a motion concerning the conditions of his or her own appointment, conditions of service or termination of service. The managing director retains all rights of engagement with members until the result of the Digital Postal Ballot for the resolution is known
(6) A managing director cannot be required to be an active member of the co-operative but must abide by the co-operative’s Code of Practice and Code of Conduct
(7) A managing director is classified as an independent director under the Act.
43. First and subsequent directors
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(1) The first member directors must be elected by poll at the formation meeting of the co-operative.*
*Note: Under section 198(2)(b) of the Act, the first directors of a transferred co-operative are the directors in office at the date of registration under the Act.
(2) The term of office of the first member directors is to be not more than three (3) years ending on the day of the third annual general meeting after the formation meeting.
(3) The term of office of member directors elected thereafter, is to commence from the date of any resolution made by members to appoint the member to the board.
(4) Every candidate for directorship has 30 days to engage with the membership and convince them of their claim to candidacy and office.
(5) A Digital Postal Ballot will be opened from the date of Declaration of Candidacy by one or more members. All eligible co-operative members have one vote in the Digital Postal Ballot. A decision will be made by a simple majority of all participant members (50% +1) at close of the poll, nom. 30 days from the Declaration of the Digital Postal Ballot.
(6) A director may serve as many consecutive terms as the majority of the membership approve in the resolution and Digital Postal Ballot to appoint a director to fill the vacancy left by an expired term.
(7) All Digital Postal Ballots to elect directors are decided by physical or online presence. A legitimate Quorum of members must number at least 50%+ 1 of co-operative members entitled to vote. A position will remain vacant and open for nominations until the requirements of a minimum quorum are met.
44. Removal from office of member director
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The co-operative membership may by ordinary resolution remove a member director before the end of the member director’s period of office, and may by a simple majority appoint another person in place of the member director. The person appointed must retire when the removed member director would otherwise have retired. [s. 206A]
45. Vacation of office of director
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A director vacates office if —
(a) the director dies or is permanently incapacitated; or
(b) the director is disqualified or otherwise unable to be a director under Part 9 Division 2A of the Act; or
(c) the director absents himself or herself from three (3) consecutive ordinary meetings of the board without its leave; or
(d) the director resigns from the office of director by written notice given by the director to the co-operative; or
(e) the director is removed from office by ordinary resolution of the co-operative; or
(f) the person ceases to hold a qualification that qualified the person to be a director; or
(g) an administrator of the co-operative’s affairs is appointed under Part 12 Division 4 of the Act.
46. Filling of casual vacancies
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(1) The membership may appoint a qualified person to fill a casual vacancy in the office of director by resolution of a Declaration of Candidacy through a 30 day deliberation and poll. A quorum shall be at least 50% + 1 of the eligible membership*
(2) For the purposes of this clause, a casual vacancy arises if the office of director is vacated under clause 45. [s. 198(3)]
*Note: The rules may provide that, in the absence of a director from a meeting of the board, an alternate director may be appointed under section 203 of the Act.
47. Remuneration
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(1) Under section 215 of the Act the directors must not receive remuneration for their services as directors other than fees, concessions and other benefits approved at a general meeting of the co-operative*.
(2) All necessary expenses incurred by the board members in the business of the co-operative must be refunded to them.
* Any Director benefits, interests or gratuities are listed in the publicly listed Directors Register of Interest within 7 days of notice of / or receiving the benefit or interest.
48. Proceedings of the board
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(1) Meetings of the board (including meetings conducted under clause 49) are to be held as often as may be necessary for properly conducting the business and operations of the co-operative and must be held at least quarterly.
(2) A meeting may be held with one (1) or more of the directors participating by using a form of communication that allows reasonably contemporaneous and continuous communication between the directors taking part in the meeting.
(3) Questions arising at a meeting must be decided by a majority of votes.
(4) If vote count is tied, the chairperson, if they are a Member Director, has a second or casting vote.
(5) A meeting of the board of directors may be called by a director giving notice individually to every other director. [s. 201(3)]
(6) Other than in special circumstances decided by the chairperson, at least 48 hours notice must be given to the directors of all meetings of the board, without which the meeting cannot be held.
(7) All board meetings are to be known by public notice to the membership and open to attendance and participation from all Cooperative members
(8) The Board only makes decisions on operational questions necessary for the running of the Cooperative in accordance with the annual agenda and budget, as approved by the membership. All strategic or policy questions must be put to the membership for decision making via the Digital Postal Ballot process set out in rule 53. The board will follow all decisions made by the membership as part of this process.s6 (2)
49. Transaction of business outside board meetings
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(1) The board may under section 202 of the Act transact any of its business —
(a) by the circulation of documents among all the members, and the board, and a Digital Postal Ballot by a majority of the members is taken to be a decision of the co-operative that the board acts; or
(b) at a meeting at which members (or some members) participate by digital presence ie. telephone, closed-circuit television or other means, however, only if a member who speaks on a matter audibly before the meeting can be heard by the other members.
(2) For the purposes of this clause the chairperson of the board and each member of the board have the voting rights they have at an ordinary meeting of the board.
(3) A resolution approved under subclause (1)(a) is to be recorded in the minutes of the meetings of the board.
(4) The secretary must ensure all minutes and details of board discussions and decisions relating to resolutions are posted to the Co-operative’s public ledger.
50. Quorum for board meetings
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(1) The quorum for a meeting of the board is half the total number of active directors (rounded up the next whole number), plus one.
(2) The number of independent directors must be fewer than the number of member directors present at a meeting of the board.
51. Chairperson of board
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(1) The chairperson of the board is to be elected by the membership at the Annual General Meeting (AGM) of the co-operative.
(2) If no chairperson is elected or the chairperson is not present within 15 minutes after the time fixed for commencing the meeting or is unwilling to act as chairperson of the meeting, the directors present may choose one (1) of their number to be chairperson of the meeting until the chairperson attends and is willing to act as chairperson.
(3) The chairperson may be removed, and a new chairperson elected by ordinary resolution put to the membership of the co-operative and decided by a Poll Issue vote over the agreed period (nom. 30 days.)
52. Delegation and board committees
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(1) The board may (under section 204 of the Act) by resolution delegate to —
(a) a director; or
(b) a committee of 2 or more directors; or
(c) a committee of members of the co-operative; or
(d) a committee of members of the co-operative and other persons, if members form the majority of persons on the committee; or
(e) a committee of directors and other persons approved by the membership through a Digital Postal Ballot,
the exercise of the board’s powers (other than this power of delegation) specified in the resolution. The co-operative membership or the board may by resolution revoke all or part of the delegation.
(2) A power delegated under this clause may, while the delegation remains unrevoked, be exercised from time to time in accordance with the delegation.
(3) A delegation under this clause may be given on conditions limiting the exercise of the power delegated, or time or circumstances.
(4) Despite any delegation under this clause, the board may continue to exercise the power delegated.
(5) A committee may elect a chairperson for their meetings. If no chairperson is elected, or, if at a meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting, the members present may choose one of their number to be chairperson of the meeting.
(6) A committee may meet and adjourn as it thinks appropriate. Questions arising at a meeting must be decided by a majority of votes of the members present and voting and if the votes are equal, the chairperson has a second or casting vote.
53. Membership Representation
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(1) The membership is empowered to play an active role in the decision making of the Cooperative. s6 (2)
(2) The purpose of the Cooperative is to engage and empower co-operative members to participate in questions of local strategy and policy, and the running of the cooperative.
(3) All members will be given the opportunity to engage in discussions, and to vote in relation to questions of policy and strategy, relevant to the business of the cooperative.
(4) Discussion and voting will occur online (Digital Postal Ballot) and a voting period of 30 days will apply to each question put to the membership for consideration.
(5) At the end of the 30-day period the outcome of the membership poll is to be decided by a simple majority of 50%+1 of those members who participated.
(6) Any cumulative total of members greater than three (3), over the 30-day deliberation and polling period, is required to constitute a quorum for each Digital Postal Ballot.
(7) In the case that a simple majority or the quorum is not reached, the poll will be reset for further consideration by 30-day poll until the quorum is reached and a simple majority is able to decide the matter.
(8) Participation and engagement in the discussion of the poll is open to all members free of charge.
(9) All members are entitled to one (1) vote in the Digital Postal Ballot. Votes will be transmitted by a monetary transaction, 55 cents (AUD) , transferred between a member's banking account and the Co-operative’s banking account. After the poll information has been extracted each 55c transaction will be automatically distributed, on declaration of the poll, as follows:
$0.30 AUD to pay the Informarian of choice - (plus any gift or gratuity ie. tip);
$0.10 AUD for provision of social media services;
$0.10 AUD administration fee to the co-operative
$0.05 AUD to Good & Services Tax (GST).
(10) A record of the proposal, discussion and outcome of any poll put to the membership must be recorded in the Cooperatives ledger of activity and are to be made publicly available to the membership.
(11) All actions of the board on questions of cooperative policy and strategy must have direct, mandated approval from the membership, according to this process, before being enacted.
54. Minutes
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(1) The board assigns the role of keeping minutes of meetings to the Secretary, in particular, of —
(a) all appointments of officers and employees made by the directors; and
(b) the names of the directors present at each meeting of the board and of a committee of the board; and
(c) all resolutions and proceedings at all meetings of the co-operative and of directors and of committees of directors.
(d) any declarations of interest by directors to be recorded in the minutes.
Note: Section 221 of the Act also requires any declarations of conflicts of interest by directors to be recorded in the minutes.
(2) Minutes must be entered in the appropriate records immediately after the meeting, to the sections in which they relate and are held.
(3) Minutes must be published to the membership and entered in the co-operative ledger and records.
(4) The minutes of the prior meeting must be raised by the Secretary as the first action to be motioned, ratified by the Chair, confirmed, signed and entered into the Cooperatives Ledger by the Secretary before the commencement of the business of the current meeting.
55. Financial year
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The financial year of the co-operative ends on 30 June of each calendar year.
56. Seal
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(1) This clause applies if a co-operative chooses to authenticate a document under the common seal or cryptographic key of the Co-operative.
(2) The co-operative must, as required by section 240 of the Act, have the name of the co-operative appear in legible characters on its common seal, the cryptographic key and on any official seal. The common seal and cryptographic key must be kept at the registered office in the custody that the board directs.
(3) The co-operative may, under section 47 of the Act, have for use in place of its common seal or cryptographic key outside the State, one or more official seals or cryptographic keys. Each of the additional seals or cryptographic key must be a facsimile of the common seal or cryptographic key with the addition on its face of the name of the location (place) where it is to be used.
(4) The seal or cryptographic key of the co-operative must not be affixed to an instrument other than under a resolution of the board and membership (53). Two directors, or one director and the Secretary must be present and must sign all instruments sealed or encrypted while they are present.
57. Custody and inspection of records and registers
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(1) The co-operative will provide access to all digital records and / or a list of documents at the registered office where they are kept for inspection by any member free of charge [s. 232(1)] the following —
(a) a copy of the Act and the regulations;
(b) a copy of the rules of the co-operative and any attachments under section 345 of the Act;
(c) a copy of the most recent annual return of the co-operative under section 244ZB of the Act;
(ca) a copy of the most recent financial information reported to members under Part 10A of the Act;
(d) the register of directors and members;
(e) the register of names of persons who have given loans or deposits to or hold securities or debentures given or issued by the co-operative;
(f) the register of memberships cancelled under Part 6 of the Act, required to be kept under section 230(1)(g) of the Act;
(g) the register of notifiable interests required to be kept under section 284 of the Act;
(h) a copy of the minutes of each general meeting;
(i) the other registers required under the Act or the regulations to be open for inspection.
(2) The Cooperative grants a non-exclusive international Creative Commons Licence Attribution 4.0 International (CC BY 4.0) to allow for the material created by the cooperative, and its members*, including these rules, to be shared and adapted by others for non-commercial purposes (See attachment 1).
* This explicitly prohibits any commercial exploitation of any records or materials without the consent of the contributing member under attribution and the voted approval of the board and co-operative membership.
58. Accounts
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(1) The board must have a financial institution account or accounts, electronic or otherwise, in the name of the co-operative, into which all amounts received must be paid as soon as possible after receipt. All distributions, as outlined in (53.9) are carried out electronically (EFT) and automatically.
(2) All Electronic Fund Transfers (EFT) drawn on the community fund or business account and all drafts, bills of exchange, promissory notes, and other negotiable instruments for the co-operative, must be authorised by two (2) directors or by any two (2) persons authorised by the board or authorised by the Chief Executive Officer.
59. Safe keeping of securities
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Shares, debentures, charges and any other certificates or documents or duplicates of them pertaining to securities must be safely kept by the Co-operative in the way and with the provision for their security as the Board directs. All digital records or transactions are to be encrypted and added to the Co-operative ledger using the co-operative cryptographic key.
60. Appointing an auditor — co-operatives
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(1) The board of a co-operative (unless the co-operative is a small co-operative) must appoint an auditor within one month of being registered under the Act, unless an auditor has already been appointed at a general meeting of the co-operative.
(2) An auditor appointed under subclause (1) holds office until the first annual general meeting of the co-operative.
(3) At its first annual general meeting, the co-operative must appoint an auditor of the co-operative and at each subsequent annual general meeting must appoint an auditor to fill any permanent vacancy in the office of the auditor.
61. Appointing an auditor — small co-operatives
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(1) The co-operative may appoint an auditor at its first annual general meeting and at subsequent Annual General Meetings (AGM) to fill a permanent vacancy in the office of the auditor.
(2) Subclauses (3) and (4) only apply where no appointment is made under subclause (1).
(3) The board of a small co-operative must appoint an auditor within one (1) month of being directed to prepare a financial report and have it audited under either section 244I or 244J of the Act.
(4) An auditor appointed under subclause (3) holds office until the financial report prepared as a result of the direction has been audited and sent to members.
62. Terms of appointment, remuneration and removal of auditors
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(1) The appointment, remuneration and removal of an auditor must comply with Part 10A Division 12 of the Act.
(2) An auditor appointed at an annual general meeting holds office until the auditor —
(a) dies; or
(b) is removed or resigns from office in accordance with section 244ZW of the Act; or
(c) ceases to be a registered company auditor within the meaning of the Corporations Act; or
(d) ceases to be an auditor under section 327B(2A), (2B) or (2C) of the Corporations Act.
(3) While a casual vacancy in the office of the auditor continues, the surviving or continuing auditor or auditors, if any, may act.
(4) Where there is no surviving or continuing auditor, the board must fill a casual vacancy in the office of auditor, other than a vacancy caused by the removal of an auditor from office [s. 225], within one month of the vacancy occurring, unless the co-operative at an annual general meeting has already appointed an auditor to fill the vacancy. A person or firm appointed as auditor under this sub clause holds office until the next annual general meeting of the co-operative.
(5) An individual, audit company or audit firm can be appointed as an auditor.
(6) A co-operative cannot appoint a person —
(a) (including a person who is a substantial shareholder in a corporation) who is indebted to the co-operative (or to a subsidiary corporation of the co-operative) for an amount that is more than $5 000; or
(b) who is —
(i) an officer of the co-operative; or
(ii) a partner, employer or employee of an officer of the co-operative; or
(iii) a partner of an employee of an officer of the co-operative; or
(iv) an employee of an employee of an officer of the co-operative, to be auditor of the co-operative.
(7) All reasonable fees and expenses of an auditor are payable by the co-operative.
(8) The board must enable an auditor to have access to all books, accounts, vouchers, securities and documents of the co-operative and to be given such information as the auditor requires to perform his or her duties as auditor.
(9) An auditor may attend any meeting of the co-operative and is entitled to be heard, at any meeting the auditor attends on any part of the business of the meeting.
(10) An auditor is entitled to receive all notices and other communications relating to a meeting that any member of the co-operative is entitled to receive.
(11) Subject to section 244ZW of the Act, an auditor may be removed from office by resolution of the membership.
(12) Subject to section 244ZW of the Act, an auditor may resign as auditor.
63. Co-operative funds
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(1) The board may resolve to retain all or part of the surplus* arising in any year from the business of the co-operative, to be applied for the benefit of the co-operative. [s. 269]
(2) No part of the surplus may be paid or transferred directly or indirectly by way of discount, rebate or otherwise by way of profit, to members of the co-operative.
(3) A part of the surplus, of not more than 50%, arising in any year from the business of the co-operative may be applied for charitable purposes.
(4) In this clause —
*surplus means the excess of income over expenditure after making appropriate allowance for taxation expense, depreciation in value of the property of the co-operative and future contingencies.
64. Provision for loss
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The board and membership must make provision for loss that may result from transactions of the co-operative by offsetting debt by collection and maintenance of adequate surplus and liquidity.
65. Notices
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(1) A notice or other document required under the Act, the regulations or these rules to be given to a member of the co-operative may be given —
(a) personally; or
(b) by leaving it with a person who is proven to be 16 years of age or older at the member’s address; or
(c) by post; or
(d) by faxing it or emailing it to a fax number or email address provided by the person; or
(e) by sending it to the member by other electronic means (if any) nominated by the member; or
(f) by publishing the notice in a newspaper circulating generally in this State or in the area served by the co-operative.
(2) A document may be served on the co-operative —
(a) by post addressed to the registered office; or
(b) by leaving it at the registered office of the co-operative with a member or staff who is proven to be 16 years of age or older.
(c) emailing it to the co-operative’s registered email address; or
(e) by sending it to the co-operative by other electronic means (if any) designated by the co-operative.
(3) If a notice is sent by post, service is taken to be affected 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 48 hours after the letter containing the notice is posted. Otherwise, service is taken to be affected when the letter would be delivered in the ordinary course of post and in proving service, it is enough to prove that 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 given to the member on the day the advertisement appears.
(5) A notice given by fax or other electronic means is taken to have been served, unless the sender’s fax or other electronic device indicates a malfunction in transmission, on the day the notice is sent, if sent on a business day, otherwise on the next business day.
(6) A notice may be given by the co-operative to the person entitled to a financial interest because of the death, bankruptcy or incapacity of a member by sending it through the post in a prepaid letter addressed to the person by name. Alternatively, it can be addressed to the person by the title of representative of the deceased or incapacitated person, or trustee of the bankrupt, or by any similar description. The address should be the address given for the purpose by the person claiming to be entitled. Alternatively, if no address has been given, the notice can be given in the way it could have been given if the death, bankruptcy or incapacity had not happened.
(6) Notice of every general meeting must be given, in the same way as authorised in this clause, to —
(a) every member of the co-operative other than members who have not supplied to the co-operative a physical and email address for giving notices to them; and
(b) every person entitled to a financial interest because of the death, bankruptcy or incapacity of a member, who, but for the member’s death, bankruptcy or incapacity, would be entitled to receive notice of the meeting; and
(b) every independent director.
(c) the auditor.
(8) Except as provided in this clause and in clause 62(10) no other person is entitled to receive notices of general meetings.
66. Winding-up
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(1) The winding-up of the co-operative must be in accordance with Part 12 Division 3 of the Act.
(2) If on the winding-up or dissolution there remains any property after the satisfaction of all its debts and liabilities, this must not be paid to or distributed among the members of the co-operative but must be given or transferred to an institution or institutions —
(a) with objects similar to the co-operative; and
(b) whose constitution prohibits the distribution of its property among its members; and
(c) chosen by the members of the co-operative at or before the dissolution or, in default, by the chief judge of the court with jurisdiction in the matter; and
(d) that satisfies the relevant provision of Division 50 of the Income Tax Assessment Act 1997 (Commonwealth).
67. Schedule of charges
Membership Fee: $20 AUD - Clause 7 (7);
Copy book of rules $0 AUD - Clause 2(6) and (7);
Copying entries in register $0 AUD - Clause 57(2);
Maximum fine $0 AUD - Clause 14(1); and
Transfer/register of debenture $50 AUD - Clause 22(4)
Certification
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We the undersigned, certify that this is a copy of the rules presented to
the formation meeting on ………………………………………. (date)
at ……………………… for forming a co-operative to be known as —
Pollee Co-op Ltd (name of co-operative)
……………………………………. Chairperson of formation meeting
(signature)
……………………………………….. Secretary of formation meeting
(signature)
Note: This certification is signed at the formation meeting that is held after the rules have been approved by the Registrar and returned to the sponsors of the proposed co-operative.
Company public records:
https://www.pollee.net/modelrules
https://www.pollee.net/code-of-conduct
https://www.pollee.net/code-of-practice
All materials contributed to the co-operative site, meetings and discussion will remain the copyright property of the contributor / author under Attribution 4.0 International (CC BY 4.0)
Membership Form Fields
We are designing the core of the Pollee Co-operative to be based in the digital realm. All Members will interact by digital means as the major part of any business conducted by the co-operative using the medium Consul.
If requested, a member may apply in writing to join the Co-operative and the electronic form will contain mandatory* and non-mandatory fields;
Given Names*
Family Name*
Registered Street Address*
Postcode*
Email*
Phone 1*
Phone 2
Mobile
Federal Electorate Senate*
Federal Electorate House of Representatives*
State Upper House*
State House of Representatives*
Local Government Authority (LGA)*
Payment of $20 membership fee*
Name of Sponsor
Signed by Sponsor
Date, Time*
Signed by Applicant*
Banking Identification & Confirmation
For temporary storage, members will be confirmed through their elected bank ID & bank account details providing the members’ financial institution;
Bank State Branch number (BSB);
Account number - Acc. #
Once the member ID has been confirmed with the financial institution and all parties have agreed, in effect a Trust State, the co-operative will then remove any record of banking details unless the new member chooses to retain those records for ongoing transactions with the Co-operative.
The Pollee cooperative will receive a vote from the financial Institution as a 55 cent AUD deposit into; (a) Yes, (b) No or; (c) Other Account that contains the following encrypted information:
Poll Issue Identification (PID);
Informarian ID (IID) (either default or specifically nominated);
Proxy information (proxies carried / proxy given);
Change of vote (transferring 55 cents AUD from one account to another).
Those funds and any gratuity given in recognition of good service by a nominated Informarian, are immediately distributed as outlined (53).
https://www.pollee.net/privacy
https://www.pollee.net/copyright
https://www.pollee.net/terms-of-service