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Role of a co-operative secretary 

What is the role of the secretary? 

The secretary is both the main administrative officer of the co-operative and the main point of contact between the co-operative and the public or the Registrar.

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Is a secretary necessary?  

The Co-operatives National Law (the CNL) requires that each co-operative has a secretary with clear responsibility for certain tasks. The general practical role of the secretary, however, has not changed.

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Who can be the secretary? 

The secretary must be an adult person who ordinarily resides in Australia. The secretary does not have to be a member of the co-operative and may be a volunteer or an employee.

A director may also be appointed as the secretary. In this case the director would have two roles in the co-operative. There can be more than one person performing the duties of a secretary or the secretary might delegate some tasks to other people in the co-operative.  If this occurs, the ultimate responsibility for the performance of the task still falls to the secretary.

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How is the secretary appointed?  

The board of the co-operative appoints the secretary. The board may also appoint a temporary secretary for a specific period if the secretary is absent or incapacitated.  The board of the co‑operative can also remove a person from the position of secretary.

Notice must be given to the Registrar within 28 days of the appointment or removal of a secretary using the Co-operative change of details form C8.

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What are the responsibilities of the secretary? 

The CNL imposes a range of obligations on co-operatives. The secretary is responsible and personally liable for any failure to comply with the following obligations:

Location of registers

A co-operative must maintain a number of registers and the secretary must ensure that:

  • each of the registers required to be kept under s.212 are kept at the co-operative’s registered office, an office at the principal place of business, the office where the actual work is undertaken in maintaining the registers or another office approved by the Registrar
  • the office where the registers are kept is located New South Wales
  • the co-operative notifies the Registrar of the address at which a register is kept if the register is not kept at the co-operative’s registered office or if a register is moved to another office within 28 days of a change of location; 

Notice of appointment or cessation

The Registrar must be notified within 28 days of:

  • the appointment or cessation of appointment of a director, chief executive officer or secretary
  • a change of address or name of a director, chief executive officer or secretary.

Name to appear on seals, publications and business documents

The co-operative’s full name is to appear in legible characters in all notices, advertisements, official publications and business documents and on any seal of the co-operative.

Registered office

A co-operative must have a registered office in NSW. A notice must be publicly and conspicuously displayed at the co-operative’s registered office identifying the premises as the registered office. Any change of registered office must be notified to the Registrar within 28 days of the change (Co-operative change of details form C8).

Obligation to keep financial records

A co-operative must keep written financial records that capture and explain the co-operative’s transactions. These records must accurately reflect the co-operative’s financial position and performance and be of a standard which enables financial statements to be prepared and audited. 

The CNL requires that financial records must be kept for a minimum period of seven years after the transactions covered by the records are completed. 

Lodgement of annual reports and other documents

Lodgement of annual returns by large co-operatives

A large co-operative must prepare and lodge a financial report and a directors’ report for its financial year with the Registrar within five months after the end of its financial year. Disclosing entity co-operatives must lodge an annual report within three months after the end of their financial year and may also have to prepare and lodge a half yearly report with the Registrar within 75 days after the end of the half year.

Where the financial reports or the director’s reports are amended following lodgement with the Registrar, the amended documents must be relodged within 14 days of being amended.

The Large co-operatives financial reporting web page provides further information.

Lodgement of annual returns by small co-operatives

A small co-operative must prepare and lodge an annual return with the Registrar within five months after the end of its financial year.

The Small co-operatives financial reporting web page provides further information.

Appointment of auditor

A co-operative must notify the Registrar of a change of auditor within 28 days of that appointment (Co-operative change of details form C8).

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What other responsibilities does a secretary have? 

In addition to statutory responsibilities, the secretary’s principal role is to support and advise the board of directors through providing guidance to the directors concerning their duties and responsibilities as board members and also undertaking administrative tasks as determined by the board of directors.

The secretary’s tasks

In addition to ensuring that the co-operative adheres to its statutory obligations, a secretary will usually undertake the following tasks:

  • arrange and give notice of meetings
  • prepare agendas and circulate papers to directors prior to meetings
  • attend board meetings
  • take minutes of meetings
  • initiate and direct action in accordance with decisions
  • maintain procedural records
  • control the seal of the co-operative, if one is used
  • assist with or attend to signing of documents, in conjunction with a director
  • provide guidance to the directors concerning their duties and responsibilities as members of the board
  • carry out any specific duties set out in the co-operative’s rules

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Does the secretary have any responsibilities in regard to the rules of a co-operative? 

Every co-operative must have a set of rules that describes how it will operate. 

The rules of a co-operative are a contract between the co-operative and the secretary with each agreeing to observe and undertake the provisions of the rules.  This contractual relationship also applies to the directors, chief executive officers and the members of the co-operative.

In keeping with the democratic nature of co-operatives and the expectation of member participation, the rules may provide for specific duties that the secretary may be required to undertake and be accountable for to the members.

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Further information 

For further information please contact:

Registry Services
PO Box 22
Bathurst NSW 2795
Telephone: 6333 1400
Freecall: 1800 502 042

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