Make changes to a co-operative

Skip listen and sharing tools

On this page:

Decision making

There are four ways in which a co-operative may make a decision.

1. Ordinary resolution

This is a resolution that is passed by a simple majority vote (50 per cent or more vote yes) of members at a general meeting of the co-operative.

2. Special resolution

The Co-operatives National Law requires certain decisions to be made by a special resolution. This is a resolution where at least 21 days' notice is given to members and is passed by:

  • a two-thirds majority of members at a general meeting of the co-operative
  • a two-thirds majority of members in a postal ballot (other than a special postal ballot of members), or
  • a three-quarters majority in a special postal ballot of members.

Note: A co-operative's rules can require that a majority of more than two-thirds or three-quarters is needed for a decision.

3. Ordinary and special resolution by way of a postal ballot

Members of a co-operative may request that either an ordinary resolution or a special resolution is done via a postal ballot. A postal ballot can be conducted by mail or, if the rules allow, by electronic facilities. The ballot must be conducted in a secure, transparent and independent manner. Section 250 of the Co-operatives National Law explains how this may occur.

Postal ballots must be conducted in accordance with the national regulations and the rules of the co-operative. Regulation 3.9 of the Co-operatives National Regulations outlines the requirements.

4. Special postal ballot

If the co-operative receives a written request from members who are able to cast at least 20 per cent of the total number of votes (or a lesser percentage, if the rules allow), a special postal ballot must be conducted in order to pass a special resolution.

The law also requires certain decisions to be made by special postal ballot, as listed in the table below.

Activities that must be approved by special postal ballot

Section of the Co-operatives National Law

Converting a co-operative with share capital to a co-operative without share capital, or vice versa

35

Converting a distributing co-operative to a non-distributing co-operative, or vice versa

35

Requiring members to take up or subscribe for additional shares and or deducting amounts for additional shares

82

Requiring members to lend money to the co-operative

343

Acquiring or disposing of certain assets

359

Setting the maximum permissible level of share interest in a co-operative

363

Making certain share offers

374

Merging a co-operative with another co-operative

396 and 476

Initiating a transfer of engagements

396 and 476

Transferring the incorporation of a co-operative to another scheme

404

Executing a compromise or arrangement between a co-operative and its members

414

Voluntarily winding-up the co-operative

445

Disclosure statements

Under the Co-operatives National Law, a disclosure statement is required every time there is a special postal ballot. The Law sets out general requirements about what must be included in each of these disclosure statements.

A disclosure statement is a document which contains:

  • details of current financial position of the co-operative
  • the interests of the directors of the co-operative on any proposal which is being put to the members by a postal or special postal ballot
  • details of any compensation or consideration which would be paid to officers or members of the co-operative in relation to the proposal being put to a ballot.

A draft disclosure statement must be sent out to the Registrar at least 28 days before the co-operative members are given notice of the ballot. Once the disclosure statement is approved by the Registrar, the co-operative can send the members notice of the postal ballot and a copy of the approved disclosure statement. The special postal ballot cannot be held before the 28 days end. This allows the co-operative time to hold a meeting to discuss the postal ballot if the members or the board request it.

Download our Example generic disclosure statement for special postal ballot (Word, 42KB).

Name change

A special resolution is needed to change a co-operative's name. The text of the resolution should include alternative names for the co-operative in case the first preference is not available.

Arrange the special resolution according to the co-operative’s rules. If the resolution passes, send the following to the Registrar within 28 days:

Lodgement details are on the form.

After you lodge your application

The Registrar will either:

  • register the name change and send you a new registration certificate, or
  • ask you to choose another name.

You must advertise your new name in newspapers sold in the place you operate, within 28 days of receiving your registration certificate.

Address change

Within 28 days of changing the address of the co-operative’s registered office or postal address, complete and lodge our Co-operative change of details (addresses and officers) (Word, 226KB) form. 

Lodgement details are on the form and there is no fee for this application.

Change a director or management

Co-operatives must tell the Registrar within 28 days if any of the following officers are appointed, change their position in the co-operative, or change their name:

  • director
  • secretary
  • principal executive officer.

To do this, complete and lodge our Co-operative change of details (addresses and officers) (Word, 226KB) form. Lodgement details are on the form and there is no fee.

Remove auditor or update auditor's details

Co-operatives must tell the Registrar if they intend to remove their current auditor or if the auditor’s contact details have changed, by completing and submitting our Notice of intention to remove auditor or update auditor’s details (Word, 101KB). Lodgement details are on the form and there is no fee.

Auditors of large co-operatives must apply for consent to resign as an auditor, by completing and lodging our Application to consent to resignation of auditor of large co-operative (Word, 83KB). Lodgement details are on the form and there is no fee.

Rule changes

In Victoria, co-operatives are governed by the Co-operatives National Law and the Co-operatives National Regulations. Their operations and relationship with members are governed by the co-operative’s own rules.

The rules of a co-operative are essentially a contract between:

  • the co-operative and each member
  • the co-operative and each director, chief executive officer and the secretary; and
  • each member.

Members agree to follow the rules.

Content of the rules

The rules of a co-operative must include the matters in Schedule 1 of the Co-operatives National Law.

The rules may also contain any provision appropriate for that co-operative, as long as that provision does not contradict legislation. A co-operative can adopt its own rules or the model rules, on the date approved by the members.

Applying for pre-approval of rule changes

There are certain rules that cannot be changed by the co-operative without prior approval of the Registrar. This applies to rules relating to:

  • active membership
  • converting a non-distributing co-operative to a distributing co-operative
  • the co-operative’s primary activities
  • winding up
  • the issue or sale of shares or co-operative capital units.

To seek approval to change the rules listed above, complete our Application for prior approval of rule amendment/s (Word, 126KB) and list the rule amendments, deletions and/or additions that require pre-approval. Sign and lodge the application by following the instructions on the form. To find out fee amounts, view our Fees and forms - co-operatives page.

Lodge an application to change the rules

If the co-operative’s proposed rule changes do not require pre-approval, hold a special resolution according to the co-operative's rules and submit our Application for registration/approval of rule amendment/s (Word, 137 KB).

Notice to members

A co-operative must give members at least 21 days’ notice to consider the proposed change. If more time is needed, apply for an extension of time by completing and lodging our Application for extension or shortening of time (Word, 118KB). Lodgement and fee details are on the form.

The notice to the members must state the:

  • proposal to amend the rules by a special resolution
  • reasons for proposing the change, and
  • effect it will have if the special resolution is passed.

When a co-operative proposes amending its active membership rules, the notice to members must also:

  • state whether the member is eligible to vote on the resolution
  • provide the full text of the proposed resolution, and
  • provide a copy of section 156 of the Co-operatives National Law concerning cancellation of membership of an inactive member

Within 28 days of the resolution being passed, complete the Application for registration/approval of rule amendment/s (Word, 136KB). Lodgement details are on the form.

A fee applies. View our Fees and forms - co-operatives page.

After you lodge an application

An amendment to the rules does not have any effect until it is registered with us. Once the application is received, the Registrar will either:

  • send you a letter approving the change
  • ask you to consider a different change, or
  • refuse to approve the change.

If the changes are approved, arrange the special resolution according to your co-operative's rules. Within 28 days of the resolution being passed, send the Registrar a:

Change the allocation of shares

You must tell the Registrar in writing within 14 days of the board becoming aware that a member:

  • has a relevant interest in more than 20 per cent of the nominal value of the co-operative’s share capital, or
  • with an interest in more than 20 per cent of share capital, has changed the number of shares they have a relevant interest in.

A member is considered to have a relevant interest if they have the power to control voting rights or the disposal of a share.

Co-operatives should include the:

  • name of the member
  • number of shares they previously had a relevant interest in
  • number of shares they currently have an interest in.

The Registrar will register the member’s current relevant interest in the share capital of the co-operative.

A disclosure statement is also required for certain issues of debentures to members or employees of a co-operative. View our Example disclosure statement for members and employees to subscribe debentures (Word, 38KB).

Change to another incorporated body

Lodge an application

A co-operative can change to:

If you are changing to an incorporated association, you must:

After you lodge an application

The Registrar will either:

  • send you a form approving the change, or
  • tell you the change has not been approved.

If the Registrar approves the change, arrange a special resolution by special postal ballot  and notify your members. If the co-operative has a good reason not to hold a postal ballot, write to the Registrar outlining the reasons for exemption.

Co-operatives with share capital must publicly advertise the notice of special resolution in a newspaper.

Within 28 days of the special resolution being passed, send the Registrar:

  • the special resolution form signed by one director and the secretary
  • notifications from the relevant authority that they have accepted the application
  • the co-operative’s certificate of registration
  • the fee for lodging a special resolution.

The Registrar will deregister the co-operative on the same day you register it as an incorporated body.

Where to next: