Co-operative Housing and Starr-Bowkett Societies Regulation 2015

Part 1 Preliminary

1 Name of Regulation

This Regulation is the Co-operative Housing and Starr-Bowkett Societies Regulation 2015.

2 Commencement

This Regulation commences on 1 September 2015.

Note—

This Regulation replaces the Co-operative Housing and Starr-Bowkett Societies Regulation 2005, which is repealed on 1 September 2015 by section 10 (2) of the Subordinate Legislation Act 1989.

3 Definitions

(1)  In this Regulation:

Corporations Regulations means the Corporations Regulations 2001 of the Commonwealth.

fee unit—see Part 2 of Schedule 2.

the Act or the 1998 Act means the Co-operative Housing and Starr-Bowkett Societies Act 1998.

Note—

The Act and the Interpretation Act 1987 contain definitions and other provisions that affect the interpretation and application of this Regulation.

(2)    (Repealed)

(3)  Notes included in this Regulation do not form part of this Regulation.

cl 3: Am 2016 No 27, Sch 1.10 [1]; 2017 (206), Sch 1 [1].

Part 2 Registers

4 Prescribed registers

(1)  For the purposes of section 117 of the Act, the following registers are prescribed:

(a)  a register of loans made to members and securities taken, containing the following information:

(i)  the name of each member to whom a loan is made,

(ii)  the amount of the loan,

(iii)  the date on which the loan was approved,

(iv)  the folio reference to the minute evidencing the board’s decision to make the loan,

(v)  a reference identifying the account created in relation to the loan,

(vi)  the date of each advance made in relation to the loan and the amount of each advance so made,

(vii)  where the loan is secured by way of mortgage of real property—the address and the particulars of title of the property and a reference identifying the mortgage agreement,

(viii)  where the loan is secured otherwise than by way of a mortgage of real property—particulars of the security taken and a reference identifying the agreement that evidences that security,

(ix)  the location of the documents relating to the security taken in respect of the loan,

(x)  particulars of any movement of those documents from that location,

(xi)  the date of the final repayment made in relation to the loan,

(b)  a register of loans raised and securities given,

(c)  in the case of a Starr-Bowkett society, a register of deposits received,

(d)  a register of loans guaranteed.

(2)  A Starr-Bowkett society that by its rules provides that the order in which loans are to be made may be determined by ballot or sale is to keep a register of appropriations.

5 Register of members

For the purposes of section 119 (1) (c) of the Act, the following information is prescribed:

(a)  the shares (if any) held by each member and the date on which those shares were allotted,

(b)  the amount paid on the shares (if any) of each member,

(c)  the date of and circumstances under which a person’s membership ended.

6 Currency of information in registers

The information contained in a written instrument prepared for the purposes of section 122 (5) of the Act must be current as at a date that is no earlier than 7 days before the day on which the instrument is made available.

Part 3 Winding-up

7 Modifications to applications of Corporations Act

(1)  The modifications specified in this clause are prescribed for the purposes of section 177 of the Act.

(2)  Section 461 of the Corporations Act is modified by replacing section 461 (1) (h) with the following:

  

(h)  the Registrar has, because of an investigation under the Co-operative Housing and Starr-Bowkett Societies Act 1998 into the affairs of the society, stated that:

(i)  the society cannot pay its debts and should be wound up, or

(ii)  it is in the interests of the public or of members or creditors that the society should be wound up, or

(3)  Section 462 of the Corporations Act is modified by omitting section 462 (2) (h).

(4)  Section 464 of the Corporations Act is modified:

(a)  by omitting “Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act:” from section 464 (1), and

(b)  by inserting instead “If the Registrar is conducting or has conducted an investigation under the Co-operative Housing and Starr-Bowkett Societies Act 1998:”.

(5)  Part 5.6 of the Corporations Act is modified by inserting the following after section 543:

  

543A Distribution of surplus funds

(1)  In this section, a reference to the surplus funds of a society is a reference to the funds of the society remaining after satisfaction of the debts and liabilities of the society and the costs, charges and expenses of the winding up of the society.

(2)  In a winding up of a society, the surplus funds of the society are to be distributed to another society, or a similar organisation not related to the wound-up society, in accordance with this section.

(3)  Any distribution of surplus funds of a society to another society or a similar organisation:

(a)  must be approved at a general meeting of the society being wound up, and

(b)  must be approved by, and made in accordance with directions from, the Registrar.

(4)  In the absence of another society or similar organisation, the Unclaimed Money Act 1995 applies to surplus funds of a society in the same way it applies to unclaimed money within the meaning of the Act.

(6)  Part 5.7B of the Corporations Act is modified by omitting sections 588J–588L and 588Q.

Part 4 Associations

8 Additional functions of associations

(1)  For the purposes of section 183 of the Act, the following functions are prescribed:

(a)  to guarantee the payment of any amount that a society that is a member of the association is or will be liable to pay,

(b)  to make a secured loan to a person who is a member of a society that is a member of the association for purposes connected with the support by the members of the objects of the component society,

(c)  to make a secured loan to any corporation or other body corporate if shares in it can be purchased by a society that is a member of the association under section 53 (1) (c) of the Act.

(2)  In this clause, secured loan means a loan secured by mortgage (including debenture, lien or charge) given by the person, corporation or other body corporate to whom the loan is made that makes any property of the person, corporation or other body corporate liable specifically or otherwise.

9 Formation of associations

(1)  For the purposes of section 184 (1) of the Act, a proposed association may be formed only if there has been a meeting (the formation meeting) for the purpose of forming the association held by at least 2 societies.

(2)  At the formation meeting, there must be presented a copy of the proposed rules of the association and a written statement showing:

(a)  the objects of the association, and

(b)  the reasons for believing:

(i)  that an application for registration of the association should be granted, and

(ii)  that, if registered, the association will be able to carry out its objects successfully.

(3)  If, at the formation meeting or any subsequent or adjourned meeting, 2 or more societies, after considering the statement and the rules, approve the rules (with or without amendment) and sign an application for membership (or for membership and shares), they may proceed to elect the first directors of the association under the rules as so approved.

(4)  An application for shares in a proposed association, made before the registration of the association, may not be withdrawn, and a society that makes such an application is, on the registration of the association, liable to pay to the association:

(a)  the value of the shares for which the society applied, or

(b)  the value of the minimum number of shares for which a member is entitled to subscribe,

whichever is the greater.

(5)  The expenses of, and incidental to, the formation of the association may be paid out of the capital or income of the association.

10 Registration of associations

(1)  For the purposes of section 184 (1) and (2) (b) of the Act, an application to register an association must:

(a)  be made in the approved form, and

(b)  be signed by at least 2 directors of the proposed association, and

(c)  be accompanied by:

(i)  a copy of the written statement presented to the formation meeting, and signed and certified by the person presiding at the formation meeting and the secretary of the meeting, and

(ii)  a statement listing the name, address and occupation and place and date of birth of each director, and

(iii)  any other particulars that the Registrar may require in a particular case.

(2)  The application must be lodged with the Registrar within 2 months after the formation meeting for the proposed association.

Note—

Section 25 of the Act allows the Registrar to extend or abridge the time within which an application must be lodged on receipt of a written application by a co-operative housing body or of the Registrar’s own initiative.

cl 10: Am 2016 No 27, Sch 1.10 [2].

11 Application of Act to associations

(1)  For the purposes of section 190 of the Act, the whole of the Act (except Divisions 1 and 2 of Part 3) apply to an association as if the association were a society.

(2)  However, section 49 (7) applies to an association as if the association were a society and is modified by omitting the words “the public” and by inserting instead the word “societies”.

Part 5 Forms and returns

12 (Repealed)

cl 12: Rep 2016 No 27, Sch 1.10 [1].

13 Forms: applied provisions

A form prescribed for the purposes of a provision of the Corporations Act that by virtue of any of the following sections of the 1998 Act applies to co-operative housing bodies is the form prescribed by the Corporations Regulations in relation to that provision, with any necessary modifications:

(a)  section 173 (Schemes of arrangement and reconstruction),

(b)  section 174 (Receivers and managers),

(c)  section 177 (Application of Corporations Act to winding-up of societies).

14 Annual returns

(1)  A society must, within 3 months of the end of each financial year for the society, provide the Registrar with the following returns in the approved form:

(a)  the accounts of the society made out in accordance with section 128 of the Act for the last financial year of the society,

(b)  if the society is a holding society, the group accounts made out in accordance with section 129 of the Act for the last financial year of the society,

(c)  a copy of:

(i)  the directors’ statement prepared under section 133 of the Act, and

(ii)  the directors’ report prepared under section 134 of the Act, and

(iii)  the auditor’s report prepared under section 143 of the Act,

for the last financial year of the society.

(2), (3)    (Repealed)

(4)  An association must, within 5 months after the end of each financial year for the association, provide the Registrar with an annual report containing the returns (relevant to the association) that are required of a society under subclause (1).

cl 14: Am 2016 No 27, Sch 1.10 [1] [3].

Part 6 Fees

15 Prescribed fees

(1)  The fees to be paid in connection with the administration of the Act, including fees for the lodgment of any documents and fees for late lodgment of any documents under the Act, are set out in Part 1 of Schedule 2.

(2)  However, fees for anything done by or in relation to the Registrar under provisions of the Corporations Act as applied by sections 173, 174 and 177 of the 1998 Act that are not provided for by subclause (1) are to be the same as the fees for chargeable matters under the Corporations (Fees) Act 2001 of the Commonwealth and the regulations under that Act.

cl 15: Am 2017 (206), Sch 1 [2].

16 Waiver, reduction or refund of fees

The Registrar may waive, reduce or refund any fee chargeable under this Part in any case or class of case if, in the opinion of the Registrar, there are special circumstances that justify the action concerned.

Part 7 General

17 Meaning of “associate”

(1)  The following relationships are prescribed for the purposes of section 4 (2) (g) of the Act:

(a)  a relationship where one person is a body corporate and the other is a director or secretary of a related body corporate,

(b)  a relationship where one person acts, or intends to act, together with another person,

(c)  a relationship where one person enters, or intends to enter, into a transaction with another person or does, or intends to do, any thing in order to become associated with another person.

(2)  However, a relationship is not of a kind specified in subclause (1) (b) or (c) merely because of one or more of the following:

(a)  one gives advice to the other, or acts on the other’s behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship,

(b)  one, a client, gives specific instructions to the other, whose ordinary business includes dealing in securities, to acquire shares on the client’s behalf in the ordinary course of that business,

(c)  one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a body corporate.

18 Inspection of documents

All documents kept by the Registrar for the purposes of the Act are prescribed for the purposes of section 23 (1) of the Act.

19 Scale of allowances

For the purposes of section 29 (5) of the Act, a person required to attend before an officer under section 29 of the Act is entitled to allowances and expenses on the same scale as a witness attending and giving evidence in criminal proceedings before the District Court.

20 Entry and search—prescribed documents

For the purposes of section 32 (2) (c) of the Act, any documents concerned with the management or administration of a co-operative housing body are prescribed.

21 Voting by postal ballot

For the purposes of sections 115 (1) (b) and 153 (4) (b) of the Act, any postal ballot must be conducted in accordance with Schedule 3.

22 Prescribed information as to compromise with creditors or members

For the purposes of section 412 (1) (a) (ii) of the Corporations Act, as applied by section 173 of the 1998 Act, unless the Registrar otherwise allows, the explanatory statement must:

(a)  in respect of a proposed arrangement between a co-operative housing body and its creditors or a co-operative housing body and a class of its creditors—state the matters set out, and have annexed to it the reports and copies of documents referred to, in clause 2 of Schedule 4, and

(b)  in respect of a proposed arrangement between a co-operative housing body and its members or a co-operative housing body and a class of its members—state the matters set out, and have annexed to it the reports and copies of documents referred to, in clause 3 of Schedule 4.

23 Powers of Court—prescribed persons

For the purposes of section 209 (1) of the Act, any liquidator or administrator appointed under the 1998 Act or the Corporations Act as applied by the 1998 Act may apply to the Court for a declaration.

24 Securitisation arrangements

(1)  For the purposes of item 27 of Schedule 2 to the Act, the following matter is prescribed as a matter to be provided for in rules of co-operative housing societies:

Whether the society intends to raise money by a securitisation arrangement.

(2)  For the purposes of item 29 of Schedule 3 to the Act, the following matter is prescribed as a matter to be provided for in rules of Starr-Bowkett Societies:

Whether the society intends to raise money by a securitisation arrangement.

(3)  In this clause:

securitisation arrangement means an arrangement:

(a)  involving the funding of:

(i)  loans that are provided by a society, or

(ii)  the purchase of loans by a society,

by issuing instruments or entitlements to investors, and

(b)  under which payments to investors in respect of such instruments or entitlements are principally derived, directly or indirectly, from such loans.

25 Saving

Any act, matter or thing that, immediately before the repeal of the Co-operative Housing and Starr-Bowkett Societies Regulation 2005, had effect under that Regulation continues to have effect under this Regulation.

Schedule 1 (Repealed)

sch 1: Rep 2016 No 27, Sch 1.10 [1].

Schedule 2 Fees

(Clause 15)

Part 1 Fees payable

Item	Column 1	Column 2	Column 3
	Section of the Act	Type of fee	Fee (in fee units)
1	23 (1) (a)	Inspection of prescribed document	0.20
2	23 (1) (b)	Certified copy of prescribed document	0.22 and 0.02 for each page after the first page
3	25	Application for extension or abridgement of time within which anything is required to be done under the Act	0.73
4	50 (1)	Application to Registrar for registration of proposed co-operative housing society or Starr-Bowkett society	2.43
5	67	Registration of alteration of society’s rules	0.18 per rule to a maximum of 1.63
6	80 (2)	Application for issue of amended certificate of incorporation or new certificate resulting from change of name of co-operative housing body	0.85
7	80 (4)	Application for approval of use by co-operative housing body of name other than registered name	0.43
8	84 (3)	Application by person or body (other than co-operative housing body) for exemption to use words “co-operative housing society” or “Starr-Bowkett”, or other words, abbreviations or symbols with similar meaning	4.04
9	115 (7)	Lodgment of special resolution for registration	0.18
10	117 (3)	Application for consent of Registrar for society to keep all or any registers at office other than registered office	0.43
11	148 (1)	Lodgment of returns:
		(a)  on or before the due date	Nil
		(b)  more than 1 day but less than 28 days after the due date	1.19
		(c)  28 days or more after the due date	2.43
12	149 (1)	Application for order for relief from certain specified requirements as to accounts or audit	3.24
13	152	Application for certification by Registrar that co-operative housing societies are of same type for purpose of proposed merger or transfer of engagements	0.85
14	153 (1)	Application for registration of merger of, or transfer of engagements by, co-operative housing societies	0.85
15	153 (2)	Application for determination by Registrar that co-operative housing societies’ boards may approve of proposed merger or transfer of engagements	0.85
16	153 (3)	Application for approval by Registrar of statement to be sent to members specifying details of proposed merger or transfer of engagements	3.24
17	153 (5)	Application to Registrar seeking exemption from requirement to send statement under section 153 (3) of the Act	0.85
18	184 (1)	Application for registration of 2 or more bodies as an association	2.43
19	225 (1A)	Lodgment of any other document under the Act	Nil
		Additional fee for late lodgment	0.43

Part 2 Adjustment of fees for inflation

1 Definitions

In this Part:

CPI number means the Consumer Price Index (All Groups Index) for Sydney published by the Australian Bureau of Statistics in the latest published series of that index.

financial year means a period of 12 months commencing on 1 July.

2 Calculation of fee unit for purposes of Regulation

(1)  For the purposes of this Regulation, a fee unit is:

(a)  in the financial year 2017–18—$100, and

(b)  in each subsequent financial year—the amount calculated as follows:

 
where:

A is the CPI number for the March quarter in the financial year immediately preceding the financial year for which the amount is calculated.

B is the CPI number for the March quarter of 2017.

(2)  The amount of a fee unit is to be rounded to the nearest cent (and an amount of 0.5 cent is to be rounded down).

(3)  However, if the amount of a fee unit calculated for any financial year is less than the amount that applied for the previous financial year, then the amount for that previous financial year applies instead.

Editorial note—

Fee unit amount calculated under this clause:

Financial year	Fee unit amount
2018–19	$102.07
2019–20	$103.41
2020–21	$105.48

3 Rounding of fee amounts

The amount of a fee calculated by reference to a fee unit is to be rounded to the nearest dollar (and an amount of 50 cents is to be rounded down).

4 Notice of indexed fees

(1)  As soon as practicable after the CPI number for the March quarter is first published by the Australian Statistician, the Secretary is required to:

(a)  notify the Parliamentary Counsel of the amount of the fee unit for the next financial year so that notice of that amount can be published on the NSW legislation website, and

(b)  give public notice on an appropriate government website of the actual amounts of the fees applying in each financial year resulting from the application of the amount of a fee unit calculated under this Part.

(2)  This Part operates to change an amount of a fee that is calculated by reference to a fee unit and that change is not dependent on the notification or other notice required by this clause.

sch 2: Subst 2016 (231), Sch 1; 2017 (206), Sch 1 [3].

Schedule 3 Postal ballots

(Clause 21)

1 Ballots

(1)  The society must:

(a)  fix the dates for:

(i)  the forwarding of ballots to members, and

(ii)  the closing of the ballot, and

(b)  appoint a returning officer for the ballot.

(2)  Every ballot must be conducted by the returning officer appointed by the society.

Note—

Section 153 (3) of the Act requires a society to send to each member a statement approved by the Registrar specifying a number of matters relevant to the proposed merger or transfer of engagements. That statement may be sent to members with the ballot papers.

2 Returning officers

(1)  A director of the society may not be appointed as a returning officer.

(2)  The returning officer may be assisted in the performance of his or her duties by any person (who would be eligible to be a returning officer) appointed by the returning officer.

3 Preparation of voting roll

(1)  Subject to this clause, the returning officer must prepare a roll of the full names and addresses of the members of the society, as disclosed by the register of members.

(2)  The roll must not include any member who is a minor.

(3)  In the case of joint members, only the name of the primary joint member (as referred to in section 73 of the Act) is to be included on the roll.

(4)  A person whose name is on the roll is entitled to one vote in the ballot, and no person is otherwise so entitled.

4 Preparation of ballot papers

(1)  The returning officer must cause ballot papers to be prepared in or to the effect of Form A in this Schedule.

(2)  Each ballot paper must be initialled by the returning officer or an appointed assistant.

(3)  The returning officer must send by post or otherwise deliver to every member entitled to vote in the ballot one set of the following material so that it will, in the ordinary course of post, reach the member at least 21 days before the date fixed for the closing of the ballot:

(a)  one ballot paper,

(b)  an envelope (in this Schedule referred to as the outer envelope) addressed to the returning officer and the reverse side of which is noted or printed with the name and address of the member,

(c)  a small envelope (in this Schedule referred to as the inner envelope) in which the ballot paper is to be enclosed.

5 Duplicate ballot papers

(1)  The returning officer may send a duplicate ballot paper to any voter if the returning officer is satisfied:

(a)  that the voter has not received a ballot paper, or

(b)  that the ballot paper received by the voter has been lost, spoilt or destroyed and that the voter has not already voted.

(2)  If a duplicate ballot paper is sent, the relevant outer envelope is to be marked with the word “Duplicate”.

6 Voting

A member casts a vote in the ballot by:

(a)  marking his or her vote on the ballot paper according to the instructions on the ballot paper, and

(b)  sending the ballot paper, in the envelopes provided, to the returning officer.

7 Safe keeping of ballot papers

(1)  The returning officer must provide a ballot box that must be locked immediately before the ballot papers are delivered to members in accordance with clause 4 and must remain locked until the close of the ballot.

(2)  The returning officer must place the outer envelopes in the ballot box not later than 12 noon on the date fixed for the closing of the ballot.

8 Counting of the votes

(1)  Ballot papers received after noon on the date fixed for the closing of the ballot must not be taken into account at the ballot.

(2)  As soon as practicable after noon on the date fixed for the closing of the ballot, the returning officer must, in the presence of such scrutineers as may be appointed by the society, open the ballot box and deal with the contents in accordance with subclause (3).

(3)  The returning officer must:

(a)  examine the outer envelopes, and

(b)  if a duplicate outer envelope has been issued and the original outer envelope is received—reject the original envelope and mark it “rejected”, and

(c)  mark the voter’s name on the roll by drawing a line through the name, and

(d)  if a voter’s name has already been crossed out on the roll—reject the postal vote and mark it “rejected”, and

(e)  remove the inner envelopes containing the ballot papers from the outer envelopes, and

(f)  when all the inner envelopes have been dealt with in the above manner—open all unrejected inner envelopes and take the ballot papers from them.

(4)  The ballot papers must be scrutinised by the returning officer who must reject as informal any ballot paper that:

(a)  is not duly initialled by the returning officer or appointed assistant, or

(b)  is so imperfectly marked that the intention of the voter cannot be ascertained by the returning officer, or

(c)  has any mark or writing not authorised by this Schedule that, in the opinion of the returning officer, will enable the voter to be identified, or

(d)  has not been marked as prescribed on the ballot paper itself.

9 Statement by returning officer

(1)  The returning officer must count all votes cast and make out and sign a statement of:

(a)  the number of formal votes cast in favour of the proposal, and

(b)  the number of formal votes cast against the proposal, and

(c)  the number of informal votes cast, and

(d)  the number of envelopes marked “rejected”, and

(e)  the proportion of the formal votes cast in favour of the proposal.

(2)  As soon as practicable after signing the statement, the returning officer must declare the result of the ballot to the society and give the statement to the society.

(3)  If two-thirds of the members who were entitled to vote in the ballot voted in favour of the proposal, the special resolution is taken to be passed on the day that the returning officer declares the result of the ballot.

(4)  On the declaration of the returning officer of the result of the postal ballot, the society must cause an entry to be made in the minutes kept under section 116 of the Act showing the particulars referred to in subclause (1) (a)–(c) and noting whether the special resolution was passed.

(5)  The society must cause the result of the ballot to be notified in writing to its members as soon as practicable after the returning officer has declared the result.

10 Retention of ballot papers

(1)  The returning officer must retain:

(a)  all ballot papers (whether formal or otherwise), and

(b)  all rejected outer envelopes, and

(c)  all rolls,

used in connection with the conduct of the postal ballot, locked in the ballot box, in accordance with this clause.

(2)  The returning officer must retain those items for a period of not less than 8 weeks after the date fixed for the closing of the ballot unless directed in writing by the society to retain those items for a longer period specified in the society’s direction.

Form A   Postal ballot paper

(Co-operative Housing and Starr-Bowkett Societies Regulation 2015, Schedule 3, clause 4 (1))

Note—

Before completing this ballot paper, please read the “How to vote” section below.

Name of Society:

Ballot of members to vote on a special resolution to approve the following proposal:

Do you support the above proposal? (Please write YES or NO in the box)

The ballot will close at 12 noon on:

How to vote

1 Read these directions and the ballot paper carefully.

2 If: (a) you are in favour of the proposal—write the word “YES” in the box provided above, or (b) you are not in favour of the proposal—write the word “NO” in the box provided above.

3 After marking the ballot paper, fold it and place it in the small envelope provided and seal the envelope. Then place the small envelope in the outer envelope addressed to the returning officer. Forward this envelope either by post or personal delivery so as to reach the returning officer not later than 12 noon on:

4 Unless the ballot paper is marked as indicated in 2 above your vote may be rejected as informal.

[Initials of returning officer]

Schedule 4 Prescribed information relating to proposed compromise or arrangement

(Clause 22)

1 Definitions

In this Schedule:

internal creditor means a creditor who is:

(a)  a member of the society, or

(b)  a spouse, de facto partner or relative of a member, or

(c)  a relative of a spouse or de facto partner of a member.

marketable securities has the same meaning as it has in the Corporations Act.

relative has the same meaning as it has in the Corporations Act.

Scheme means the proposed compromise or arrangement.

scheme creditors means the creditors or class of creditors of a society to whom the Scheme would apply.

scheme members means the members or class of members of a society to whom the Scheme would apply.

2 Prescribed information relating to proposed compromise or arrangement with creditors or class of creditors

(1)  The prescribed information that must be included in a draft explanatory statement or explanatory statement (as the case may be) in relation to a proposed compromise or arrangement between a society and any of its creditors is:

(a)  the expected dividend that would be available to scheme creditors if the society were to be wound up within 6 months after the date of the hearing of the application to the Court for an order under section 411 (1) of the Corporations Act, and

(b)  if a composition of debts is proposed, the expected dividend that would be paid to scheme creditors if the Scheme were put into effect as proposed, and

(c)  a list of the names of all known scheme creditors and the debts owed to those creditors, and

(d)  if a scheme creditor is known to be an internal creditor, the name of the creditor and the amount of the debt owed.

(2)  The statement referred to in subclause (1) must contain a statement that an order under section 411 (1) of the Corporations Act is not an endorsement of, or any other expression of opinion on, the Scheme.

(3)  The statement referred to in subclause (1) must contain or include:

(a)  a report on the affairs of the society in or to the effect of the approved form, showing the financial position of the society as at a day within one month of the date on which it is intended to apply to the Court for an order under section 411 (1) of the Corporations Act, and

(b)  a copy, certified by a director or by the principal executive officer or a secretary of the society to be a true copy, of all accounts and group accounts (if any) required to be laid before the society at the annual general meeting, together with a copy of every document required by law to be annexed to the accounts, and

(c)  if the society the subject of the Scheme is a trustee, a statement:

(i)  of the number of trusts administered by the trustee, and

(ii)  whether the trustee carries on any business separate from that of the trust, and

(iii)  how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, before the date of the meeting, and

(d)  if the person (if any) who would be appointed to manage the Scheme proposes to charge for his or her services and for the services of his or her staff in accordance with a particular scale of charges, that scale of charges.

3 Prescribed information relating to proposed compromise or arrangement with members or a class of members

(1)  The prescribed information that must be included in a draft explanatory statement or explanatory statement (as the case may be) in relation to a proposed compromise or arrangement between a society and any of its members is:

(a)  unless the society the subject of the Scheme is in the course of being wound up or is under official management, in relation to each director of the society:

(i)  whether the director recommends the acceptance of the Scheme or recommends against acceptance and, in either case, his or her reasons for so recommending, or

(ii)  if the director is not available to consider the Scheme, that the director is not so available and the cause of his or her not being available, or

(iii)  in any other case, that the director does not desire to make, or does not consider himself or herself justified in making, a recommendation and, if the director so requires, his or her reasons for not wishing to do so, or

(b)  if the society is in the course of being wound up or is under official management, in relation to each liquidator or each official manager:

(i)  whether he or she recommends acceptance of the Scheme or recommends against acceptance and, in either case his or her reasons for so recommending, or

(ii)  in any other case, that the liquidator or official manager does not wish to make a recommendation and his or her reasons for not wishing to do so.

(2)  The statement referred to in subclause (1) must set out:

(a)  the number, description and amount of marketable securities of the society the subject of the Scheme held by or on behalf of each director of the society or, if none are held by or on behalf of a director, a statement to that effect, and

(b)  for each director of the society by whom or on whose behalf shares in that society are held, whether:

(i)  the director intends to vote in favour of, or against, the Scheme, or

(ii)  the director has not decided whether he or she will vote in favour of, or against, the Scheme, and

(c)  particulars of any payment or other benefit that is proposed to:

(i)  be made or given to any director, secretary or executive officer of the society the subject of the Scheme as compensation for loss of, or as consideration for or in connection with his or her retirement from, office in that society or in a related body corporate, or

(ii)  be made or given to any director, secretary or executive officer of any related body corporate as compensation for the loss of, or as consideration for or in connection with his or her retirement from, office in that body corporate or in the society the subject of the Scheme, and

(d)  if there is any other agreement or arrangement made between a director of the society the subject of the Scheme and another person in connection with or conditional on the outcome of the Scheme, particulars of the agreement or arrangement, and

(e)  if the object of the Scheme is for a corporation to acquire control of a society, particulars of the nature and extent of any interest of a director of that society in any contract entered into by the corporation seeking control, and

(f)  all the information that the society the subject of the Scheme has as to the number of any shares of the society that have been allotted or transferred in the 6 months immediately preceding the date on which the statement is lodged with the Registrar for registration and the amount of those shares and prices at which they were allotted or transferred, and

(g)  whether, within the knowledge of the directors of the society the subject of the Scheme or, if the society is in liquidation or under official management, the knowledge of the liquidator or the official manager, the financial position of the society has materially changed since the date of the last Balance Sheet laid before the society in general meeting and, if so, full particulars of any change, and

(h)  any other information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any director, liquidator or official manager of a society the subject of the Scheme or of a related body corporate and that has not previously been disclosed to the scheme members.

(3)  The statement referred to in subclause (1) must set out particulars of the intentions of the directors of the society the subject of the Scheme regarding:

(a)  the continuation of the business of the society or, if the undertaking, or any part of the undertaking, or the society is to be transferred, how that undertaking or part is to be conducted in the future, and

(b)  any major changes to be made to the business of the society, including any redeployment of the fixed assets of the society, and

(c)  the future employment of the present employees of the society.

sch 4: Am 2016 No 27, Sch 1.10 [4].