(1) In this Act, unless the context otherwise requires,—

(2) For the purposes of Part 7A , conversion date means the date shown on the certificate of incorporation of a society as a company under the Companies Act 1955 or the Companies Act 1993, as the case may be, issued pursuant to section 113D.

(3) For the purposes of any enactment in this Act which provides that an officer of a society who is in default shall be liable to imprisonment or to a fine, the expression officer who is in default means any officer of the society who knowingly and wilfully authorises or permits the default, refusal, or contravention mentioned in the enactment.

(4) [Repealed]

(5) Any reference in this Act to contravention of any provision of this Act, or of any regulations or directions thereunder, shall include a reference to failure to comply with that provision.

For the purposes of this Act, there shall from time to time be appointed under the State Services Act 1962 a Registrar of Building Societies.

(1) There may also be 1 or more Deputy Registrars of Building Societies appointed under the State Sector Act 1988.

(2) A Deputy Registrar has and may exercise the powers, duties, and functions of the Registrar under this Act (subject to the control of the Registrar).

(3) The fact that a Deputy Registrar exercises those powers, duties, or functions is conclusive evidence of the authority to do so.

(1) Subject to any restrictions or prohibitions contained in the rules of a society, the functions of every building society registered under this Act shall be—

• (a) to provide services of any kind for its members or other persons, including, without limiting the generality of the foregoing, to provide services consisting of, or relating to,—

  • (i) the lending of money:

  • (ii) the provision of credit:

  • (iii) the giving of guarantees and indemnities:

  • (iv) the sale and purchase of financial obligations, debts, and securities:

  • (v) the discounting of credit instruments:

  • (vi) banking:

  • (vii) investment:

  • (viii) insurance:

  • (ix) trusteeship:

  • (x) foreign exchange dealing:

• (b) to acquire by purchase, lease, exchange, or in any other way, land or any interest in land:

• (c) to develop, improve, manage, sell, lease, exchange, or otherwise deal in land or any interest in land.

(2) No society registered under this Act shall be required to carry on all of the functions referred to in subsection (1) if the society carries on one or more of those functions.

(1) Subject to any restrictions or prohibitions contained in the rules of a society, a society shall have all such powers, rights, and authorities as are conferred on it by this Act and all such other powers not inconsistent with this Act as may be reasonably necessary to enable it to carry on its functions.

(2) Any power, right, or authority that a society has pursuant to this Act may be exercised—

• (a) as a principal, agent, attorney, contractor, trustee, or otherwise:

• (b) by or through an agent, attorney, contractor, trustee, or otherwise.

(1) Nothing done by a society and no conveyance or transfer of any property to or by a society shall be invalid, void, or unenforceable by reason only of the fact that the society was without capacity or power to do it, or to execute, or give, or take such conveyance or transfer.

(2) Nothing in subsection (1) shall apply:

• (a) in any proceedings against the society by any member of the society, or where the society has issued a debenture or debentures secured by any charge over all or any of the undertaking or property of the society, by the holder of any of those debentures or the trustee for the holder of those debentures—

  • (i) to prevent the doing of any act, or the conveyance or transfer of any property to or by the society on the ground that the society is without capacity or power to do the thing or to execute or take such conveyance or transfer; or

  • (ii) to obtain any other relief on the ground that the society was without capacity or power to do such thing, or to execute or take such conveyance; or

• (b) in any proceedings by the society or any member of the society against any officer or former officer of the society as a result of any thing done by the society or the conveyance or transfer of any property to or by the society on the ground that the society was without capacity or power to do such thing or to execute, give, or take such conveyance or transfer; or

• (c) in any application by the FMA to have the society put into liquidation.

(3) In any proceedings to which subsection (2)(a)(i) applies to prevent the doing of any act, or the conveyance or transfer of any property by or to the society pursuant to any contract to which the society is a party, the court may, on the application of any party to the contract (including the society), in addition to making any order restraining or preventing the society from performing the contract, make an order granting such relief as the Court thinks just in respect of any loss or damage which may be sustained as a result of the society being prevented from performing the contract.

(4) Nothing in subsection (3) shall authorise the granting of relief in respect of the loss of anticipated or future profits.

(5) Every proceeding to which subsection (2)(a) or subsection (2)(b) applies shall, notwithstanding anything to the contrary in the rules of the society or in sections 108 to 113, be heard and determined by the Court and not by arbitration.

No person is affected by or is deemed to have notice or knowledge of the rules of a society or any other documents or the contents thereof by reason only that the rules or other documents are—

• (a) pursuant to this Act—

  • (i) registered by the Registrar, or

  • (ii) filed or lodged with the Registrar; or

  • (iii) [Repealed]

• (b) available for inspection at an office of the society.

(1) A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that—

• (a) the rules of the society have not been complied with:

• (b) a person named in a notice sent to the Registrar under section 88 as a director or secretary of the society—

  • (i) is not a director or secretary of the society, as the case may be; or

  • (ii) has not been duly appointed; or

  • (iii) does not have authority to exercise a power which a director or secretary of a society carrying on business of the kind carried on by the society customarily has authority to exercise:

• (c) a person held out by the society as an officer or agent of the society—

  • (i) has not been duly appointed; or

  • (ii) does not have authority to exercise a power which an officer or agent of a society carrying on business of the kind carried on by the society customarily has authority to exercise:

• (d) a person held out by the society as an officer or agent of the society with authority to exercise a power which an officer or agent of a society carrying on business of the kind carried on by the society does not customarily have authority to exercise, does not have authority to exercise that power:

• (e) an officer or agent of the society who has authority to issue a document on behalf of the society does not have authority to warrant that the document is genuine:

• (f) an officer or agent of the society who has authority to issue a certified copy of a document on behalf of the society or otherwise certify on behalf of the society does not have authority to warrant that the copy is a true copy or to so certify—

unless that person knows or by reason of that person's position with or relationship to the society ought to know of the matter referred to in paragraphs (a), (b), (c), (d), (e) or (f), as the case may be, of this subsection.

(2) A society or a guarantor of an obligation of a society may not assert against a person dealing with the society or with any person who has acquired any property, rights, or interests from the society that a document has not been properly sealed by the society if—

• (a) the document is sealed with a seal which appears to be the seal of the society; and

• (b) the affixing of the seal appears to have been witnessed by 2 persons; and

• (c) at the time the document appears to have been sealed—

  • (i) one of those persons was named in a notice sent to the Registrar under section 88, or was being held out by the society, as a director of the society; and

  • (ii) the other person was named in a notice sent to the Registrar under section 88, or was being held out by the society, as a director or secretary of the society—

unless that person knows or by reason of that person's position with or relationship to the society ought to know that—

• (d) the seal is not the seal of the society; or

• (e) the affixing of the seal was not witnessed by 2 persons; or

• (f) a person referred to in paragraph (c)(i) was not a director of the society; or

• (g) a person referred to in paragraph (c)(ii) was not a director or secretary of the society, as the case may be.

Section 9E applies notwithstanding the fact that a person referred to in any of the provisions of paragraphs (b) to (f) of subsection (1) or paragraph (c) of subsection (2) of that section—

• (a) acts fraudulently; or

• (b) forges a document that purports to have been sealed on behalf of the society—

unless the person dealing with the society or with the person who has acquired any property, rights, or interests from the society has actual knowledge of the fraud or forgery.

(1) A building society established under this Act may be either a permanent society or a terminating society.

(2) A permanent society is a society that is not a terminating society.

(3) A terminating society is a society—

• (a) which by its rules is to terminate—

  • (i) at a fixed date; or

  • (ii) when a result specified in its rules is attained; or

• (b) which has included in its capital any subscriptions paid in respect of groups of shares which are to terminate at the end of given periods or on the attainment of specified results.

(4) No society shall, on or after the 1st day of April 1981, issue or re-issue any shares in groups which are to terminate at the end of given periods or on the attainment of specified results.

(5) Notwithstanding subsection (1), no terminating society shall be first registered under this Act on or after the 1st day of April 1981.

(1) A society may from time to time raise funds by the issue of shares of one or more denominations, either as shares paid up in full or as shares to be paid by periodical or other subscriptions, and with or without accumulating interest.

(2) The society may repay any funds so raised when they are no longer required for the purposes of the society:

Provided that whenever the society proposes to repay any such funds it shall not do so until provision has been made by it to meet applications that have then been duly made by depositors for the repayment of money deposited by them with the society.

Any 20 or more persons may establish a society under this Act by—

• (a) agreeing upon rules for the government of the society, being rules that conform to the requirements of this Act relating to rules of building societies; and

• (b) sending to the Registrar for registration a copy of those rules, signed by not less than 20 of those persons and by the intended secretary or other officer.

(1) The Registrar may refer the rules sent to the Registrar under section 13 to the Solicitor-General to ensure they comply with the requirements of this Act relating to rules of building societies.

(2) If the Solicitor-General considers that the rules do not comply with those requirements, he or she may notify the society of the ways in which they do not comply.

(3) If the Registrar is satisfied that the rules comply with those requirements, the Registrar must—

• (a) register the rules; and

• (b) send a certificate of incorporation to the building society.

(1) From the date of incorporation mentioned in such certificate of incorporation as aforesaid, the society shall become a body corporate, by the name contained in the rules so registered, having perpetual succession and a common seal.

(2) The common seal of the society shall bear the registered name of the society.

If the Registrar refuses to register the rules, the society may submit the rules to a Judge of the High Court, together with a statement in writing of the reasons assigned by the Registrar for his refusal, whereupon the Judge may, if he thinks fit, direct the Registrar to register the rules.

(1) The rules of every society shall set out—

• (a) the name of the society and the address of its registered office:

• (b) the manner in which the funds of the society are to be raised:

• (c) the classes of shares to be issued, the terms on which they are to be issued, the terms (if any) on which they may be withdrawn or surrendered, and the manner in which payments for shares are to be made and contributions are to be paid to the society by the members:

• (d) in the case of a terminating society, the date on which, or the result on the attainment of which, the society is to terminate; or, where the terminating society is one in which groups of shares are to terminate at the end of given periods or on the attainment of specified results, that period or result in respect of any group, and the manner in which, on the termination of any group, the residual assets or liabilities are to be dealt with by the society:

• (e) whether preferential shares are to be issued and, if so, within what limits:

• (f) [Repealed]

• (g) [Repealed]

• (h) the manner in which any ballots, tenders, or auctions for advances in terminating groups are to be conducted, and the terms and conditions upon and subject to which rights to take up such advances may be exercised or surrendered:

• (i) the manner in which losses are to be ascertained and provided for:

• (j) [Repealed]

• (k) [Repealed]

• (ka) any restrictions or prohibitions on the functions of the society:

• (kb) any restrictions or prohibitions on any powers, rights, or authorities that a society has under this Act:

• (kc) any restrictions on the power of the society to borrow money:

• (kd) any restrictions on the power of the society to lend money:

• (ke) any restrictions on the power of the society to invest money:

• (l) the manner in which membership is to cease:

• (m) the manner of remunerating auditors, and the manner of appointing, remunerating, and removing the board of directors and other officers:

• (n) the powers and duties of the board of directors and of other officers:

• (o) provision for the custody of the mortgage instruments and other securities belonging to the society:

• (p) whether disputes between the society and any of its members, or any person claiming by or through a member, or under the rules, are (subject to the provisions of this Act) to be settled by reference to the Court, or to arbitration:

• (q) the fines and forfeitures to be imposed on members of the society, and the manner of their disposal in the society's accounts:

• (r) provision for the device, custody, and use of the society's common seal:

• (s) the manner in which the society (whether permanent or terminating) may be terminated or dissolved:

• (t) in the case of a society which proposes to issue bonus balloting shares, the manner in which bonus ballots are to be conducted.

(2) The rules of every society shall also provide for the calling and holding of meetings, and in particular for—

• (a) the right of members to requisition meetings:

• (b) the manner in which notice of any resolutions to be moved at meetings is to be given to members:

• (c) the procedure to be observed at meetings:

• (d) the form of notice for the convening of a meeting, and the manner of its service:

• (e) the voting rights of members, the right to demand a poll, and the manner in which a poll is to be taken.

(3) In the case of a society incorporated after the commencement of this Act, the rules shall also include provision authorising the issue of paid up shares in accordance with subsection (1) of section 29.

(4) The rules of any society may describe in a schedule thereto the forms of mortgage, transfer, agreement, bond, security for deposit or loan, or other instrument necessary for carrying its purposes into execution.

(5) No society may in its rules provide, in respect of any shares issued by it on or after the 1st day of April 1981, a right to an advance by tender, auction, or ballot except by way of a bonus ballot.

(5A) The rules of every society shall be deemed to authorise the society to issue any shares not inconsistent with the provisions of this Act:

Provided that any society that does issue shares not expressly authorised by its rules shall—

• (a) before issuing the shares, give to the Registrar a statement in writing setting out the terms on which the shares are to be issued and on which they may be withdrawn:

• (b) before the 31st day of March 1982, amend its rules pursuant to section 19 to expressly authorise the issue of shares not inconsistent with the provisions of this Act.

(5B) Notwithstanding anything to the contrary in a society's rules, no society shall, on or after the 1st day of April 1981, issue shares on terms which give the society any right—

• (a) to regard any share subscription paid by a member as forfeit:

• (b) to impose any fine or arrears fee upon any member in respect of those shares:

• (c) [Repealed]

(6) [Repealed]

(7) [Repealed]

(8) The foregoing provisions of this section shall have effect without prejudice to the provisions of this Act relating to rules that are void as therein mentioned.

(1) The rules of a society shall be binding on every member and officer of the society, and on all persons claiming on account of any member or under the rules; and all such members, officers, and persons shall be deemed to have full notice of the rules.

(2) No lender or other person dealing with a society shall be concerned to see or inquire whether any restriction on the power of a society to borrow money imposed by the rules of a society is observed.

(1) Any society may alter its rules by special resolution.

(2) The society must send notice of the alteration, signed by a director and the secretary of the society, to the Registrar for registration within 14 days after the passing of the special resolution.

(3) The Registrar may refer the alteration to the Solicitor-General to ensure it complies with this Act.

(3A) If the Solicitor-General considers that the alteration does not comply with this Act, he or she may notify the society of the ways in which it does not comply.

(4) If the Registrar is satisfied that the alteration complies with this Act, the Registrar must register the alteration.

(5) The alteration takes effect on registration.

(6) If the Registrar refuses to register the alteration, the society shall have the same right of appeal to a Judge of the High Court as it would have against a refusal to register rules, and the provisions of section 16 shall apply accordingly.

(7) Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.

(8) If any society fails to comply with subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) On the request of any person, a society shall supply to that person a complete printed copy of its rules with a copy of the society's certificate of incorporation annexed to it.

(2) The society shall be entitled to charge a sum not exceeding 50 cents for every such copy of its rules.

(3) If any society fails to comply with the requirements of subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence and shall be liable to a fine not exceeding $100.

(1) No society shall hereafter be registered under this Act in a name that—

• (a) is identical with that of any other building society, or of a company carrying on business in New Zealand (whether registered in New Zealand or not), or of any other body corporate established or registered in New Zealand under any Act, or so nearly resembles that name as to be calculated to deceive, except where that other society or company or body corporate, as the case may be, signifies its consent in such manner as the Registrar requires, and the Registrar is satisfied that registration of the society in the proposed name will not be contrary to the public interest; or

• (b) [Repealed]

(1A) [Repealed]

(2) No society shall be registered under this Act in a name that in the opinion of the Registrar is undesirable.

(3) Except as provided in subsection (1), nothing in this section shall limit or affect the provisions of any enactment, other than this Act, relating to restrictions on the use of any name.

(4) If any society fails to comply with any requirements of this Act in relation to the name of the society or to a change of name of the society, the society and every officer of the society in default commits an offence against this Act.

(1) A society shall not use any name or title other than its registered name:

Provided that the Registrar may from time to time, by writing, authorise any society to use for any specified purpose or purposes any abbreviation of that name approved by him in that behalf.

(2) If any society contravenes the provisions of subsection (1), the society, and every director of the society who is a party to the contravention, shall be guilty of an offence and shall be liable to a fine not exceeding $20 and, if the offence is a continuing one, to a further fine not exceeding $20 for every day during which the offence has continued.

(1) Subject to the provisions of this Act, a society may change its name by special resolution.

(2) If, through inadvertence or otherwise, a society at its first registration under this Act or on its registration in a new name is registered in a name which is in contravention of section 21, or of any enactment, other than this Act, relating to restrictions on the use of any name, the society shall, within a period of 6 weeks from the date of its being required by the Registrar to do so, or within such further period as he may allow, change its name by resolution to a name that is not in contravention as aforesaid.

(3) The society shall give notice in writing of any such change to the Registrar for registration within 14 days after the passing of the special resolution or resolution, as the case may be.

(4) On receipt of the notice the Registrar shall, unless in his opinion the new name is undesirable, register the new name.

(5) [Repealed]

(6) Any such change of name shall not affect the rights and obligations of the society or of any of its members or of any other person concerned.

(7) If a society fails to send to the Registrar a notice of any change of name within the time prescribed or allowed by this section the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The rules of a society may allow a person to become a member without holding a share in the society.

(2) Such of the rules as relate to the making of advances to members need not be expressed in terms that treat a member to whom an advance is made as being, by reason of the making of the advance, the holder of a share in the society.

Any person under the age of 20 years may, if the rules do not otherwise provide, be admitted as a member of a building society, and can give all necessary receipts; but while he is under the age of 18 years he cannot vote or hold any office in the society.

(1) Two or more persons may jointly hold shares in any society.

(2) The provisions of section 127 apply to any shares so held.

(1) The liability of a member of a society in respect of any share on which no advance has been made shall be limited to the amount actually paid or in arrear on the share.

(2) The liability of a member in respect of any share on which an advance has been made shall be limited to the amount payable thereon under any mortgage or other security or under the rules of the society.

(3) The liability of a member to whom an advance is made under rules made in accordance with section 24Act shall not be greater than it would be if the rules treated him as being, by reason of the making of the advance, the holder of a share in the society.

(1) No society, and no persons representing themselves to be a society, shall commence business without first obtaining a certificate of incorporation under this Act.

(2) Every society or person who acts in contravention of this section commits an offence and is liable, on information laid by the FMA, to a fine not exceeding $10 for every day during which business has been carried on without a certificate of incorporation having been obtained.

(1) A society incorporated after the commencement of this Act shall not commence any business or borrow any money unless there has been produced to the Registrar evidence satisfying him that all those members who signed a copy of the rules for sending to the Registrar under section 13t—

• (a) have each been issued with shares in the society to the value of $1,000 or more on terms that conform to the requirements of Schedule 2 to this Act; and

• (b) have together received shares issued under paragraph (a) to a total value of at least $200,000; and

• (c) have fully paid to the society in cash the value of the shares issued to them—

and that the Registrar has issued to the society his certificate that the requisite evidence has been so produced.

(2) If at the end of the period of 2 months beginning with the date on which the society became a body corporate the requisite evidence has not been produced to the Registrar under subsection (1), the Registrar may if he thinks fit cancel the registration of the society, and the society shall cease to enjoy the privileges of a society under this Act.

(3) Notice of the cancellation of registration of a society under subsection (2) shall be published by the Registrar in the Gazette, and in such other ways as appear to him to be expedient for informing the public, and the Registrar must register the cancellation.

(4) The provisions of Schedule 2 shall have effect in respect of shares issued in conformity with subsection (1), for the purpose of ensuring that the conditions attaching to the shares are observed until the end of the period of 5 years beginning with the date on which the Registrar issued his certificate to the society under that subsection.

(5) If any society commences business or borrows any money in contravention of this section, the society shall be guilty of an offence and shall be liable on conviction on indictment to a fine not exceeding $1,000; and every officer of the society who is in default shall be guilty of an offence and shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding $1,000, or to both.

(1) Subject to this section and to any regulations made under section 137Act, a society may, from time to time, issue shares (to be called bonus balloting shares) to any persons who may subscribe for them.

(2) All subscriptions on bonus balloting shares, and such other money as may be prescribed, shall form a separate fund in each society that issues them.

(3) A proportion of the annual earnings of the bonus balloting shares fund shall, from time to time, be distributed as prizes to holders of the shares pursuant to a bonus ballot.

(4) For the purposes of subsection (3), the proportion of annual earnings to be distributed as prizes shall not, in any financial year, exceed—

• (a) an amount equal to 2 percent of the total fund held in that financial year; or

• (b) an amount equal to 20 percent of the total sum distributed to holders of bonus balloting shares in respect of that financial year by way of prizes under subsection (3) and interest on the shares,—

whichever is the less.

(5) All prizes under this section shall be paid in cash.

(6) Notwithstanding subsection (5), it shall not be unlawful for a society, at the request of a prizewinner and instead of a cash prize, to advance money to that prizewinner, on the security of a mortgage of land, on such terms and conditions as may be agreed and as will yield to the prizewinner benefits approximately equivalent in value to the cash prize.

(7) The provisions of this section shall apply notwithstanding anything to the contrary in the Gambling Act 2003.

(8) [Repealed]

(1) Two or more building societies may unite and become one society, with or without a dissolution or division of the funds of any one or more of those societies, if the terms of the union are approved by a special resolution of each of the societies.

(2) Notice of every union of societies shall be sent to the Registrar for registration.

(3) If any society fails to send notice to the Registrar under subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Subject to the provisions of this section, a society may, by special resolution, transfer all or part of its engagements to another society which undertakes to fulfil those engagements.

(2) A society may, by resolution of a general meeting of the society or of the board of directors of the society, undertake to fulfil all or part of the engagements of another society.

(3) It shall be the duty of a society transferring all or part of its engagements under this section to send notice of the transfer to the Registrar for registration.

(4) A transfer of engagements between societies under this section shall not have effect unless notice of the transfer has been registered.

(5) If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) A society (in this section referred to as the relevant society) desiring to unite with one or more other societies, or to transfer all or part of its engagements to another society, shall send to each member referred to in subsection (2) a statement setting out—

• (a) the financial position of the relevant society and that of the other society or societies concerned:

• (b) the interest of the directors of the relevant society in the union or transfer:

• (c) the compensation or other consideration proposed to be paid to the directors or other officers of the relevant society, and of the other society or societies concerned:

• (d) the payments (if any) to be made to the members of the relevant society, and of the other society or societies concerned, in consideration of the union or transfer of engagements.

(2) A statement under subsection (1) shall be sent to every member qualified to vote on the special resolution to approve the union, or to effect the transfer of engagements, as the case may be, together with the notice of meeting required to be sent to each such member.

(3) If the Registrar receives a notice of a union or transfer under section 32 or 33 and is satisfied that those sections and this section have been complied with, the Registrar must register the notice.

(4) The registration by the Registrar of notice of the union or transfer shall operate, by virtue of this subsection and without further assurance, as an effectual transfer and assignment, as at the date of the registration, to the united society or, as the case may be, to the society to which the engagements are transferred, of the funds, property, and assets of the relevant society, or, as the case may be, of such part of those funds, property, and assets as are provided for by the resolution to approve the union or to effect the transfer, as the case may be.

(5) Where by virtue of subsection (4) any land or interest in land becomes vested in the united society or, as the case may require, the society to which the engagements are transferred, the District Land Registrar, on the request of the said society and on payment of the appropriate fee, and on being satisfied, by statutory declaration or otherwise, of the title of the said society, shall make such entries in the register and on any outstanding documents of title and generally do such things as may be necessary to give effect to that subsection.

(6) The union or transfer of engagements shall not affect the rights of any creditor of the relevant society.

(7) A failure to comply with any of the provisions of subsections (1) and (2) shall not invalidate the union or transfer of engagements; but if the relevant society fails to comply with any of those provisions the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) A society may, with the approval of a resolution of a general meeting of the society or of the board of directors of the society, sell or otherwise dispose of any part of the business undertaking of the society to such person or persons and upon such terms and conditions as the society in general meeting or the board of directors thinks fit.

(2) Nothing in subsection (1) authorises a society to sell or dispose of any part of the business undertaking of the society if that sale or disposition would result in the society uniting with any other society or transferring any of the society's engagements.

Without limiting the generality of section 9A or section 9B, but subject to any restriction contained in the rules of the society, a society may invest any money belonging to it or acquired in the course of its business—

• (a) for any purpose connected with the functions of the society; or

• (b) to the extent that any money is not immediately required for the performance of the functions of the society, in any other manner that the society thinks fit.

Without limiting the generality of section 9A or section 9B, but subject to any restriction contained in the rules of the society, a society may borrow money on such terms and conditions as the society thinks fit.

A society may secure the payment of money and the performance of any other obligation of the society in such manner as the society thinks fit.

(1) Without limiting section 56B, any society which is for the time being designated under section 56F, or deemed to be so designated, as a society with which trustees may invest trust funds by way of deposit, may, with the approval of the Governor-General by Order in Council, accept deposits from its members in home ownership accounts or farm ownership accounts (any such society being referred to in this section as an approved society).

(2) Home ownership accounts or farm ownership accounts may be operated by an approved society upon such terms and conditions as may be specified in regulations made under this Act.

(3) It shall not be lawful for any society, other than an approved society, to accept or hold itself out as willing to accept deposits in home ownership accounts or farm ownership accounts.

(4) If any society contravenes any provision of this section that is applicable to it, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

A receipt or acknowledgment given to a society by a person under the age of 20 years, in respect of the payment to that person of any sum due in respect of the principal of or interest on sums lent by that person to the society, shall not be invalid on the ground that that person is under the age of 20 years.

For the purposes of section 83 of the Property Law Act 2007, and without affecting section 9 of that Act, a memorandum of discharge of a mortgage to a society shall be deemed to be duly executed if it is under the society's seal and countersigned by the manager or secretary of the society.

(1) Every society shall, as from the date of its incorporation, have a registered office in New Zealand to which all communications and notices may be addressed.

(2) Subject to the provisions of this Act, the registered office of a society shall be that specified in its rules.

(3) Where the chief office of any society incorporated before the date of the commencement of this Act and in existence on that date is not the office as specified in its rules, the society shall notify the Registrar, within one month after that date, of the situation of its chief office, and that office shall, until notice of any change is given to the Registrar, be the registered office of the society for the purposes of this Act. On receipt of the notification, the Registrar shall forthwith notify the appropriate District Registrar of Companies of the situation of that office.

(4) If a society fails to comply with subsection (3), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) A society must send notice of a change to its registered office to the Registrar for registration within 14 days after the date of the change.

(2) [Repealed]

(3) It shall not be necessary to alter the rules of a society by reason only that its registered office is changed.

(4) If a society fails to give notice to the Registrar in accordance with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Every society shall keep a register of the names and addresses of its members.

(2) Subject to subsection (3), the register shall be kept at the society's registered office.

(3) With the consent in writing of the FMA, the register, or parts of it, may be kept at one or more of the offices of the society other than its registered office.

(4) If a society contravenes any of the provisions of this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The register of members kept pursuant to section 74 shall during business hours (subject to such reasonable restrictions as the society may impose, so that not less than 2 hours in each day shall be allowed for inspection) be open without charge to the inspection of any member or any person nominated by the member on the member's behalf.

(2) The right to inspect the register conferred by subsection (1) shall be deemed to include the right to take or require a copy of the register, or of any part thereof, on payment in advance of 20 cents, or such less sum as the society may prescribe, for every 100 words or fractional part thereof required to be copied. The society shall cause any copy so required by any member to be sent to that member within a period of 10 days commencing on the day next after the day on which the payment is received by the society.

(3) If any inspection required under this section is refused, or if any copy required under this section is not sent within the proper period, the Court may by order compel an immediate inspection of the register or direct that the copies required shall be sent to the member requiring them.

(1) Subject to the provisions of this section, every society shall in the first 4 months of every financial year hold a meeting as its annual general meeting, in addition to any other meetings held in that year.

(2) The annual general meeting shall be described as such in the notices calling it.

(3) A society need not hold an annual general meeting in the financial year in which it is incorporated.

(4) If in any financial year default is made in holding an annual general meeting in accordance with this section, the FMA may—

• (a) call or direct the calling of an annual general meeting in that financial year; and

• (b) give any ancillary or consequential directions as the FMA thinks fit (including directions modifying or supplementing the operation of the society's rules in relation to the calling, holding, and conducting of the meeting).

(5) If default is made in holding an annual general meeting in accordance with subsections (1) and (2), or in complying with any directions of the FMA under subsection (4), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Any provision in a society's rules shall be void so far as it provides for the calling of a meeting of the society, other than an adjourned meeting, by a shorter notice than 14 clear days' notice in writing.

(2) Except so far as the rules of a society make other provision in that behalf (not being a provision made void by subsection (1)), a meeting of a society, other than an adjourned meeting, may be called by not less than 14 clear days' notice in writing.

(3) Where notice is given in accordance with subsection (2), the notice shall be taken for the purposes of this Act or any other Act to have been duly given according to the society's rules.

(4) Notice of a meeting of a society shall not be sent to its members more than 56 days before the date of the meeting.

(1) Written notice of any meeting of a society which specifies the intention to propose a resolution as a special resolution at the meeting shall be sent to every member qualified to vote on a special resolution at the meeting.

(2) Subject to subsection (1), written notice of any meeting of a society shall be sent to every member of the society:

Provided that, subject as aforesaid and to the society's rules, notice of a meeting is not required by virtue of this subsection to be sent to a member—

• (a) if at the relevant time the member did not, or, as the case may be, does not, hold shares in the society to a value of $200 or more; or

• (b) in the case of a meeting called by a terminating society for the purpose of conducting appropriations or ballots for advances, if the meeting is called by advertisement; or

• (c) if, subject to such conditions or requirements as may be prescribed, the notice is published in major daily newspapers circulating generally in those parts of New Zealand where the members reside.

(3) For the purposes of paragraph (a) of the proviso to subsection (2), the relevant time—

• (a) if the society was established in the financial year in which the notices are being sent, is the time at which the notices are sent; and

• (b) in any other case, is the end of the financial year preceding that in which the notices are sent.

(4) An accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice of the meeting shall not invalidate the proceedings at that meeting.

(1) Any member of a society entitled to attend and vote at a meeting of the society shall be entitled to appoint another person, whether a member or not, as his proxy to attend and, subject to subsection (2), to vote instead of him.

(2) Unless the society's rules otherwise provide, a proxy shall not be entitled to vote except on a poll.

(3) In every notice calling a meeting of a society there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy, or, where that is allowed, one or more proxies, to attend and vote instead of him, and that a proxy need not also be a member.

(4) If default is made in complying with subsection (3) in respect of any meeting, every officer of the society who is in default shall be guilty of an offence against this Act.

(5) Any provision in a society's rules shall be void so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the society or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.

(6) If for the purpose of any meeting of a society invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the society's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be guilty of an offence against this Act:

Provided that an officer shall not be liable under this subsection by reason only of the issue of a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form is available on request in writing to every member entitled to vote at the meeting by proxy.

(7) This section shall apply to meetings of any class of members of a society as it applies to general meetings of the society.

(1) Any provision in a society's rules shall be void so far as it would have the effect either—

• (a) of excluding the right to demand a poll, at a meeting of the society, on any question other than the election of a chairman of the meeting or the adjournment of the meeting; or

• (b) of making ineffective a demand for a poll on any such question which is made by not less than 10 members having the right to vote at the meeting.

(2) The instrument appointing a proxy to vote at a meeting of a society shall be taken also to confer authority to demand or join in demanding a poll; and for the purposes of subsection (1) a demand by a person as proxy of a member shall be the same as a demand by the member.

(1) A resolution of a society shall be a special resolution when it has been passed by not less than three-fourths of the number of the members of the society qualified to vote on a special resolution, and voting, in person or by proxy, on a poll on the resolution, at a meeting of the society of which notice specifying the intention to move the resolution as a special resolution has been duly given.

(2) The members qualified to vote on a special resolution at a meeting of the society shall be all the members aged 18 years or more who were also members at the end of the last financial year before the date of the meeting, except that, if the society's rules so provide, members who at the end of that financial year did not, or at the date of the meeting do not, hold shares in the society to a value of $200 or more shall not be qualified to vote.

(3) For the purposes of this section—

• (a) notice of a meeting shall be taken to be duly given if the notice is given in the manner provided by this Act and by the society's rules:

• (b) a meeting of a society shall be taken to be duly held if it is held in the manner provided by the society's rules.

(4) Notwithstanding anything in a society's rules, the business that may be dealt with at the annual general meeting, or at any other meeting, shall include any resolution to be passed as a special resolution.

(5) In any rules made by a society after the commencement of this Act, the expression special resolution, unless the context otherwise requires, means a special resolution as defined in this section.

(1) If a member of a society gives notice in writing to the society of his intention to move a special resolution at a meeting of the society, the society shall include in the notice of the meeting a notice specifying the intention to move that resolution as a special resolution.

(2) If the member does not specify the meeting at which he intends to move the resolution, or if he specifies a meeting that will be held 56 days or less after the date of the receipt by the society of the member's notice, the society shall act on the footing that he intends to move the resolution at the first meeting held more than 56 days after that date.

(3) If a society fails to comply with subsection (1), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(4) In this section, the expression special resolution means a resolution that will not be effective unless it is passed as a special resolution.

Every society shall have at least 2 directors.

(1) Subject to the provisions of this section, every director of a society who is in any way, directly or indirectly, interested in a contract or proposed contract with the society shall declare the nature of his interest to the board of directors in accordance with this section.

(2) In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the directors at which the question of entering into the contract is taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he becomes interested in the proposed contract.

(3) Where the director becomes interested in a contract with the society after it is made, such declaration shall be made at the first meeting of the directors held after he becomes interested in the contract.

(4) For the purposes of this section, a general notice given by a director, at a meeting of the directors, to the effect that he is a member of a specified company or firm, and is to be regarded as interested in any contract that may thereafter be made with that company or firm, shall be a sufficient declaration of interest in relation to any such contract.

(5) A declaration or notice under this section need not be made or given by the director in person at the meeting, if the director takes reasonable steps to ensure that it is brought up and read at the meeting.

(6) A director who fails to comply with the provisions of this section commits an offence against this Act.

(7) Nothing in this section shall prejudice the operation of any rule of law restricting directors of a society from having any interest in contracts with the society.

(1) No director, manager, secretary, or other officer of a society shall, in addition to that person's remuneration as an officer of the society, accept from any other person any commission for or in connection with—

• (a) any loan made by the society; or

• (b) any policy of insurance effected through the society or issued by a person nominated or selected by the society.

(2) If any director or other officer contravenes any of the foregoing provisions of this section—

• (a) that director or other officer commits an offence and shall be liable to imprisonment for a term not exceeding 6 months or to a fine not exceeding $100, or to both; and

• (b) if, having been convicted of an offence against subsection (1), that director or other officer fails to pay to the society the amount or value of the commission referred to in that subsection, as and when directed to do so by the convicting Court, that director or other officer commits a further offence and shall be liable to imprisonment for a term not exceeding 6 months or to a fine not exceeding $100, or to both.

(3) If any person pays to any director or other officer any commission to which this section applies, that person commits an offence and shall be liable to imprisonment for a term not exceeding 6 months or to a fine not exceeding $100, or to both.

(4) In this section, commission includes any gift, bonus, or benefit.

(1) If a person becomes, or ceases to be, a director or the manager or secretary of a society, the society must give notice of the change to the Registrar for registration within 1 month after the change.

(1A) The notice must state the full name and address of the person and details of the office that he or she has taken or relinquished.

(2) [Repealed]

(3) If a society fails to comply with this section, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Every society shall establish and maintain a system to ensure the safe custody of all mortgage instruments, deeds, and documents of title belonging to or held by the society.

(2) A society shall not be taken to have established a proper system under this section unless, under the system, on each occasion on which any such instrument, deed, or document of title is released from such safe custody, the consent is obtained of the board of directors or of a person authorised by the board to give such consent.

(3) If a director of a society—

• (a) fails to take all reasonable steps to ensure compliance by the society with this section; or

• (b) has by his own wilful act been the cause of any default by the society thereunder—

he commits an offence and shall be liable to imprisonment for a term not exceeding 6 months or to a fine not exceeding $400, or to both.

(4) It shall be a defence to a charge of an offence against paragraph (a) of subsection (3) to prove that the person charged had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the requirements of this section were complied with and was in a position to discharge that duty.

(1) Every society shall—

• (a) cause to be kept proper books of account with respect to its transactions and its assets and liabilities; and

• (b) establish and maintain a system of control and inspection of its books of account and a system for supervising its cash holdings and all receipts and remittances.

(2) For the purposes of paragraph (a) of subsection (1), the books of account must—

• (a) correctly record and explain the transactions of the society; and

• (b) in the case of a society that is not an issuer within the meaning of section 4 of the Financial Reporting Act 1993, be such as are necessary to give a true and fair view of the affairs of the society; and

• (c) in the case of a society that is an issuer within the meaning of section 4 of the Financial Reporting Act 1993, be such as are necessary to ensure that the financial statements of the society within the meaning of that Act comply with that Act.

(1) Every society shall, not later than 4 months after the end of each financial year, prepare the following financial statements:

• (a) a revenue and appropriation account for that financial year; and

• (b) a balance sheet as at the end of that financial year; and

• (c) a statement of cash flows for that financial year; and

• (d) such other financial statements in respect of the financial year as may be prescribed by regulations made under this Act—

including any notes or documents giving information relating to the statements.

(2) The directors of every society shall lay all such financial statements before the society at the annual general meeting.

(3) In the case of a terminating society whose shares are divided into groups, this section shall be read subject to section 102.

(1) In addition to the financial statements required under section 91, a society may also prepare summary financial statements.

(2) Any summary financial statements must be prepared within 4 months after the end of the financial year.

(3) The directors of every society must lay any summary financial statements before the society at the annual general meeting.

(1) Every society shall, not later than 4 months after the end of the first half of each financial year, prepare, in respect of the first half of that financial year, such financial statements as may be prescribed by regulations made under this Act.

(2) Such financial statements shall be published in such manner, or distributed to such persons, as may be prescribed.

(3) Such regulations may prescribe requirements for the auditing of the financial statements and may confer on the auditors such powers, including the power of inspection of documents and records, as may be necessary or desirable for the purposes of auditing those financial statements.

(1) The financial statements required by section 91 must—

• (a) give a true and fair view of—

  • (i) the society's income and expenditure for; and

  • (ii) the state of the society's affairs as at the end of; and

  • (iii) the cash flows of the society for—

the financial year to which they relate; and

• (b) be in such form and contain such information as may be prescribed; and

• (c) in the case of a society that is an issuer within the meaning of section 4 of the Financial Reporting Act 1993, comply with the requirements of that Act.

(1A) Summary financial statements prepared under section 91A must—

• (a) give a true and fair view of the matters to which they relate; and

• (b) comply with generally accepted accounting practice, as defined in section 3 of the Financial Reporting Act 1993; and

• (c) be in the form and contain the information that may be prescribed.

(2) Any financial statements required under section 92 shall—

• (a) give a true and fair view,—

  • (i) in the case of any revenue and appropriation account, of the society's income and expenditure for; and

  • (ii) in the case of any balance sheet, of the state of the society's affairs as at the end of—

  the half-year to which they relate; and

• (b) be in such form and contain such information as may be prescribed.

(1) Every director of a society commits an offence, and shall be liable on summary conviction to imprisonment for a term not exceeding 6 months or to a fine not exceeding $400, who—

• (a) fails to take all reasonable steps to comply or, as the case may require, to ensure compliance by the society, with the requirements of any of the provisions of sections 90 to 93; or

• (b) has by any wilful act been the cause of any default by the society under any such provision.

(2) In any proceedings against any person in respect of an offence against subsection (1)(a), it shall be a defence to prove that the person charged had reasonable grounds to believe, and did believe, that a competent and reliable person was charged with the duty of seeing that the requirements of the provision in question were complied with and was in a position to discharge that duty.

(1) The financial statements required by sections 91 and 92 and any summary financial statements prepared under section 91A must be signed on behalf of the board of directors by 2 directors of the society.

(2) The financial statements referred to in subsection (1) must be approved by the board of directors before they are signed on their behalf.

(3) If the financial statements referred to in subsection (1) have not been signed and a copy of them is issued, circulated, or published, the society and every officer of the society who is in default is guilty of an offence.

(1) The revenue and appropriation account, statement of cash flows, and such other financial statements as are required under section 91, and the auditor's report shall be annexed to the balance sheet required by that section.

(2) Any revenue and appropriation account required pursuant to regulations made under section 92 and such other financial statements as are required pursuant to those regulations shall be annexed to any balance sheet required pursuant to those regulations.

(3) If any copy of a balance sheet is issued, circulated, or published without having annexed to it a copy of the financial statements required to be annexed to it, and, in the case of a balance sheet required by section 91(1)(b), a copy of the auditor's report, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The directors shall prepare for submission at the annual general meeting a report of the state of the affairs of the society.

(2) The directors' report shall be attached to the balance sheet laid before that meeting.

(3) If any copy of a balance sheet required by section 91(1)(b) is issued, circulated, or published without having attached to it a copy of the directors' report, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Except as provided in section 97B, a copy of the financial statements required by section 91 to be laid before a society at the annual general meeting, together with a copy of the auditor's report and of the directors' report, or a copy of the summary financial statements prepared under section 91A (if any) and of the directors' report, must, not less than 14 days before the date of the meeting,—

• (a) be sent to the members of the society; or

• (b) subject to the society's rules and to any conditions or requirements that may be prescribed, be published in major daily newspapers circulating generally in those parts of New Zealand where the members reside.

(2) The society (unless it is an issuer within the meaning of section 4 of the Financial Reporting Act 1993) must send to the Registrar for registration at the same time a copy of those financial statements and reports, certified by a director and the manager or secretary of the society as being a true copy.

(3) The directors of a society that is an issuer within the meaning of section 4 of the Financial Reporting Act 1993 must attach to the financial statements to be delivered to the Registrar of Companies under that Act any financial statements required by section 91(1)(d).

(4) Every depositor in or member of a society, including a depositor or member who has made an election under section 97B, is entitled, on demand and without charge, to be supplied a copy of the last financial statements required under section 91 and reports of the society required to be laid before that society at the annual general meeting.

(5) However, subsection (4) does not apply if the depositor in or member of a society—

• (a) has previously been sent a copy of the last financial statements required under section 91 and the reports referred to in subsection (1); or

• (b) has already demanded and received a copy of the financial statements and reports under subsection (4).

(6) The society, and every officer of the society, is guilty of an offence if default is made—

• (a) in complying with subsection (1) or subsection (2); or

• (b) in supplying to any depositor or member, within 7 days after a demand is made under subsection (4), a copy of the financial statements and reports with which that depositor or member is entitled to be supplied.

(1) A member of a society may, by written notice to the society, elect to be sent each year, in place of the financial statements prepared under section 91, summary financial statements pre-pared under section 91A (if any) and a directors' report, and the society must cause those documents to be sent to the member in accordance with section 97A(1).

(2) The society must cause to be sent to a member of the society financial statements prepared under section 91 and any reports required to be attached to those statements if the member—

• (a) has not made any election under subsection (1); or

• (b) has made an election under subsection (1) to receive summary financial statements prepared under section 91A, but the society has not produced any summary financial statements.

(1) Every society shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.

(2) The appointment of a partnership by the firm name to be the auditors of a society shall be taken to be the appointment of all the persons who are partners in the firm at the time of the appointment.

(3) At any annual general meeting a retiring auditor, however appointed, shall be reappointed without any resolution being passed unless—

• (a) he is not qualified for reappointment; or

• (b) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be reappointed; or

• (c) he has given to the society notice in writing of his unwillingness to be reappointed:

Provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity, or disqualification of that person or of those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically reappointed by virtue of this subsection.

(4) With respect to the first auditors of a society, the following provisions shall apply:

• (a) they may be appointed by the directors at any time before the first annual general meeting; and, subject to paragraph (b) of this subsection, auditors so appointed shall hold office until the conclusion of that meeting:

• (b) subject to section 99, the society may at a general meeting remove any auditors so appointed, and appoint in their place any other persons who have been nominated for appointment by any member of the society and of whose nomination notice has been given to the members of the society not less than 14 days before the date of the meeting:

• (c) if the directors fail to exercise their powers under paragraph (a) of this subsection, the society in general meeting may appoint the first auditors, and thereupon the said powers of the directors shall cease.

(5) The directors may fill any casual vacancy in the office of auditor; but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

(1) A resolution at a society's annual general meeting—

• (a) appointing as auditor a person other than a retiring auditor; or

• (b) providing expressly that a retiring auditor shall not be reappointed—

shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is moved:

Provided that if, after notice of the intention to move such a resolution has been given to the society, the annual general meeting is called for a date less than 28 days after the notice has been given, the notice, though not given within the time required by this subsection, shall be taken to have been so given.

(2) A society shall give to its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting, or, if that is not practicable, shall give them notice of the resolution, not less than 21 days before the meeting, either by advertisement in a newspaper having an appropriate circulation or in any other way allowed by the society's rules.

(3) On receipt by a society of notice given under subsection (1) of an intended resolution, the society shall forthwith send a copy of the notice to the retiring auditor (if any).

(4) Subject to subsection (5), where such a notice is given, and the retiring auditor makes representations in writing to the society (not exceeding a reasonable length) with respect to the intended resolution, and requests that those representations be notified to members of the society, the society shall, unless the representations are received too late for it to do so,—

• (a) in any notice of the resolution given to members, state the fact of the representations having been made; and

• (b) send a copy of the representations to every member to whom notice of the meeting is sent (whether before or after receipt of the representations by the society)—

and if a copy of the representations is not so sent either because they were received too late or because of the society's default, the auditor (without prejudice to his right to be heard orally) may require that they be read out at the meeting.

(5) Copies of any such representations need not be sent out, and they need not be read out at the meeting, if, on the application either of the society or of any other person who claims to be aggrieved, the High Court or a Judge thereof is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the Court or Judge may order the society's costs on any such application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

(6) Subsections (4) and (5) shall apply in relation to a resolution to remove the first auditors of a society, by virtue of subsection (4) of section 98, as they apply in relation to a resolution that a retiring auditor shall not be reappointed.

(1) Subject to subsection (2), no person shall be qualified for appointment as auditor of a society unless he is—

• (a) a chartered accountant (within the meaning of section 19 of the New Zealand Institute of Chartered Accountants Act 1996):

• (b) a member, fellow, or associate of an association of accountants constituted outside New Zealand which is for the time being approved for the purposes of section 199 of the Companies Act 1993.

(2) Nothing in subsection (1) shall disqualify any person appointed as auditor of a society before the commencement of this Act from acting as auditor of that society, or from being at any time and from time to time reappointed as auditor thereof.

(3) None of the following persons shall be qualified for appointment as auditor of a society:

• (a) an officer or servant of the society:

• (b) a person who is a partner of or in the employment of an officer or servant of the society:

• (c) a body corporate.

(4) References in this section to an officer or servant shall be construed as not including references to an auditor.

(5) Subsections (1) and (3) shall have effect notwithstanding anything in the rules of any society.

(6) Any unqualified person who acts as auditor of a society commits an offence against this Act.

(7) If a society appoints any unqualified person to be an auditor—

• (a) the appointment shall be void, and the FMA may appoint a qualified person to fill the vacancy:

• (b) the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The auditors of a society shall make a report to the members on the accounts examined by them, and on the financial statements laid before the society at the annual general meeting during their tenure of office.

(2) The auditors' report shall be read before the society at the annual general meeting and shall be open to inspection by any member.

(3) In the case of a society that is not an issuer within the meaning of section 4 of the Financial Reporting Act 1993, the report shall state whether the financial statements are properly prepared in accordance with the requirements of this Act and any regulations made thereunder, and whether, in the opinion of the auditors, they give a true and fair view,—

• (a) in the case of the revenue and appropriation account of the society's income and expenditure for the financial year; and

• (b) in the case of the balance sheet, of the state of the society's affairs as at the end of the financial year; and

• (c) in the case of the statement of cash flows, of the society's cash flows for the financial year.

(4) In the case of a society that is an issuer within the meaning of section 4 of the Financial Reporting Act 1993, the auditor's report shall state whether the financial statements are properly prepared in accordance with the requirements of this Act and any regulations made thereunder and shall also state the matters required to be stated in an auditors' report under the Financial Reporting Act 1993.

(4A) It shall be the duty of the auditors in preparing the report referred to in subsection (3) or subsection (4), as the case may be, to carry out such investigations as will enable them to complete those reports.

(5) Every auditor of a society—

• (a) shall have a right of access at all times to the books, accounts, and vouchers of the society, and to all other documents relating to its affairs, including the instruments relating to property mortgaged to the society; and

• (b) shall be entitled to require from the society's officers such information and explanations as he thinks necessary for the performance of the auditors' duties.

(6) If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.

(7) The auditors of a society shall be entitled—

• (a) to attend any general meeting of the society, and to receive notices of and other communications relating to any general meeting which any member of the society is entitled to receive; and

• (b) to be heard at any meeting which they attend on any part of the business of the meeting which concerns them as auditors.

(1) Where the shares of a terminating society are divided into groups, there shall be prepared, in addition to the financial statements referred to in section 91, corresponding financial statements in respect of each such group.

(2) Every financial statement prepared in respect of a group shall be laid before the society at the annual general meeting.

(3) Subject to the provisions of this section, the provisions of sections 93 to 96, section 97A(2), and section 101, with all necessary modifications, shall apply to every financial statement prepared in respect of a group.

(4) For the purposes of sections 96 and 101 (as applied by this section),—

• (a) it shall not be necessary for the auditors' report on the financial statements prepared in respect of each group to be attached to the balance sheet or to be read before the society at the annual general meeting, if the auditors' report attached to the society's balance sheet includes a report on all financial statements prepared in respect of each group:

• (b) where in the auditors' opinion any financial statements prepared in respect of a group are not properly prepared, or do not give a true and fair view of the affairs, income and expenditure, and cash flows of the group, or are not in agreement with the books and records of the society, the auditors shall state that fact in their report attached to the society's balance sheet as well as in their report on the financial statements prepared in respect of the group.

(5) Any member of any group in a terminating society shall be entitled, on demand and without charge, to be supplied with a copy of the last financial statements relating to that group and, on payment to the society of a fee not exceeding $2, with copies of the last financial statements relating to all other groups; but no such member shall be entitled to more than 1 copy of any such statements in respect of any 1 financial year.

(6) If default is made in supplying to any such member, within 1 month after a demand is made under subsection (5), a copy of any financial statement with which the member is entitled to be so supplied, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Every society shall, in the first 3 months of each financial year, send to the Registrar for registration a return relating to its affairs for the previous financial year:

Provided that a society need not make a return under this subsection in the financial year in which it is incorporated.

(2) The annual return shall contain such information and be in such form as may be prescribed, and must be signed by 2 of the directors and by the manager or secretary of the society.

(3) [Repealed]

(4) If a society fails to comply with any of the provisions of this section or of any regulations made for the purposes thereof, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The annual return shall also contain particulars showing the amount of any advances made by the society during the relevant financial year—

• (a) to any director or the manager or secretary of the society; or

• (b) to any person who, after the making of the advance became a director or the manager or secretary of the society; or

• (c) to a company or other body corporate in which, when the advance was made, or at any later time in the relevant financial year, a director or manager or secretary of the society held (either directly or through a nominee),—

  • (i) in the case of a company registered under the Companies Act 1955 or any other body corporate, shares whose nominal value exceeded two and a half percent of the total paid up share capital of the company or other body corporate; or

  • (ii) in the case of a company registered under the Companies Act 1993, shares on which the amount paid under the constitution of the company or under the terms of issue exceeded two and a half percent of the amount paid on the issued shares of the company under the constitution or under the terms of issue; or

• (d) to a company or other body corporate of which, when the advance was made, or at any later time in the relevant financial year, a director or the manager or secretary of the society was a director, general manager, secretary, or other similar officer.

(2) [Repealed]

(3) It shall be the duty of every director and of the manager and the secretary of a society to give notice in writing to the society of such matters relating to his employment by or other interest in any company or other body corporate as may be necessary for the purposes of subsection (1); and, subject to subsection (4), a person who fails to comply with this subsection commits an offence against this Act.

(4) In any proceedings against a person in respect of an offence against subsection (3), it shall be a defence to prove that at the time of the alleged offence he did not know that the society had made an advance to the body corporate in question, and that at that time reasonable arrangements were in operation to bring to his notice any advance made by the society to any body corporate.

(5) If the requirements of subsection (1) are not complied with, it shall be the duty of the society's auditors to include in their report, so far as they are reasonably able to do so, a statement giving the required particulars.

(6) In this section, the expression the relevant financial year means the financial year to which the annual return relates.

(1) The auditors of a society shall make a report on the annual return, and that report shall be annexed to the annual return made to the Registrar.

(2) Without limiting the power to make regulations under section 137, any such regulations may provide that the auditors of a society shall not be required, in their report on the annual return, to deal with such of the matters to be contained in the annual return as may be prescribed.

(3) The auditors' report on the annual return shall, without prejudice to any provision of this Act requiring any other information to be contained therein, contain statements as to the following matters:

• (a) whether in their opinion the annual return is properly drawn up in accordance with this Act and any regulations made thereunder:

• (b) whether the annual return gives a true and fair view of the matters to which it is to be addressed, other than those with which the auditors, by virtue of regulations made under this Act, are not required to deal:

• (c) whether the annual return is in agreement with the books of account and records of the society.

(1) This section applies to any provision for—

• (a) exempting any director or other officer of a society from any liability which, by virtue of any rule of law, would otherwise attach to him in respect of any negligence, default, breach of duty, or breach of trust of which he may be guilty in relation to the society; or

• (b) indemnifying any such director or officer against any such liability.

(2) Subject to the provisions of this section, any provision to which this section applies, whether the provision is in a society's rules or in any contract with a society or otherwise, shall be void.

(3) In respect of anything done at any time before the expiry of a period of 6 months from the commencement of this Act, nothing in subsection (2) shall deprive any person of any exemption or right to be indemnified by virtue of any such provision, if that provision was in force at the commencement of this Act.

(4) This section shall not prevent a society from indemnifying a person against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted.

(5) Section 468 of the Companies Act 1955 (which empowers the Court to grant relief in certain cases of negligence, default, breach of duty, or breach of trust) shall apply in relation to directors and other officers of a society as it applies in relation to officers of a company.

(1) This section applies to any dispute between a society and a member thereof, or a representative of a member, in his capacity as a member, in respect of any matter except the construction or effect of—

• (a) a mortgage instrument; or

• (b) any other contract contained in any document other than the society's rules.

(2) Sections 109 to 112 shall have effect in respect of disputes to which this section applies, but, except so far as a society's rules otherwise expressly provide, shall not have effect in respect of any other dispute.

(3) Where the provisions of those sections have effect, and in accordance therewith a dispute is to be determined by arbitration, no Court shall have jurisdiction to determine it except so far as those provisions confer jurisdiction in that behalf.

(4) Nothing in those sections shall prevent a society or any member thereof, or any person claiming through or under a member, from obtaining in the ordinary course of law any remedy in respect of any mortgage or in respect of any other contract, other than the society's rules, to which he or the society would otherwise be entitled by law.

(5) Any reference in a society's rules to disputes shall, except so far as the rules otherwise expressly provide, be construed as referring, and as referring only, to disputes to which this section applies.

(1) This section shall have effect where a society's rules direct that disputes shall be referred to arbitration.

(2) Every such reference to arbitration shall be—

• (a) to a sole arbitrator agreed on by the parties to the dispute; or

• (b) if the parties do not agree on a sole arbitrator, to 2 arbitrators, one to be appointed by each party to the dispute, with power to the 2 arbitrators to appoint an umpire.

(3) No such arbitrator or umpire shall be beneficially interested, whether directly or indirectly, in the funds of the society.

(4) The Registrar shall not be eligible for appointment under this section as a sole arbitrator, or as one of 2 arbitrators or as an umpire.

(5) For the purposes of any such arbitration, this section shall be deemed to be a submission within the meaning of the Arbitration Act 1908, and the provisions of that Act, so far as they are applicable, shall apply accordingly.

The Court may hear and determine a dispute in any case where—

• (a) the society's rules direct that disputes shall be referred to the Court or to Justices; or

• (b) it appears to the Court, on the application of any person concerned, that either party to the dispute has applied to the other party for the purpose of having the dispute settled by arbitration under the society's rules, and that either the last-mentioned application has not been complied with within 40 days or the arbitrators have refused, or have neglected for a period of 21 days, to make an award.

Subject to section 113, every determination of a dispute by arbitrators, or by the Court, shall be final and conclusive and binding on all parties, and shall not be subject to appeal; and no proceedings on or determination of a dispute, whether referred to arbitrators, or the Court, shall be removed into or restrained by injunction granted by any Court.

(1) At the request of either party to the dispute, the arbitrators, or the District Court Judge where a District Court is hearing the dispute, may state a case for the opinion of the High Court on any question of law.

(2) [Repealed]

(1) A society may, by special resolution, approve a scheme for conversion of the society into a company having limited liability under the Companies Act 1993.

(2) Every scheme shall—

• (a) state the name of the proposed company:

• (b) state the number of shares of the proposed company:

• (c) have annexed to it the constitution of the proposed company, if it is proposed to have one:

• (d) specify the persons or classes of persons who will be shareholders of the proposed company:

• (e) specify, in the case of persons or classes of persons who are members of the society and who will be shareholders of the proposed company, by reference to the interests of those persons or classes of persons in the capital of the society, the entitlements of those persons or classes of persons to shares in the proposed company:

• (f) specify, in the case of persons or classes of persons who are members of the society and who will not be shareholders of the proposed company, the rights and liabilities of such persons or classes of persons:

• (g) contain such other matters as the society thinks appropriate.

(3) A society that has passed a special resolution approving a scheme for the conversion of the society into a company pursuant to this section shall, within 14 days after the date on which the resolution was passed, file a notice, stating that such a resolution has been passed, and specifying the terms thereof, with the Registrar.

(4) Before a special resolution is passed pursuant to subsection (1) a notice complying with the provisions of subsection (5) shall be sent to every member qualified to vote on the special resolution together with the notice of meeting required by section 78 to be sent to each such member.

(5) Every notice required for the purposes of subsection (4) shall—

• (a) summarise, in sufficient detail to enable the members of the society to properly determine how to vote on the resolution, the matters required to be referred to in, and the contents of any documents required to be annexed to, the scheme for conversion as specified in subsection (2):

• (b) specify any proposed change in the principal activities of the society:

• (c) specify the names of the persons who will be the directors of the proposed company:

• (d) state whether any financial benefits are to be conferred as a consequence of the scheme on any director of the society or the proposed company:

• (e) sState whether it is intended that the proposed company will, within 6 months of the conversion date, issue any shares in the proposed company other than in accordance with the scheme for conversion:

• (f) state that a copy of the scheme for conversion is available for inspection by any member at every place of business of the society at any time during normal business hours.

(6) No scheme for conversion including a statement purporting to be made by an expert, and no document relating to a scheme for conversion including a statement purporting to be made by an expert, shall be sent to, or made available for inspection by, any person for the purposes of this section, unless—

• (a) the expert has given and has not, before the date on which the scheme for conversion or other document, as the case may be, is sent to, or made available for inspection by, any person, withdrawn his or her written consent to distribution of the scheme or other document with the statement included in the form and context in which it is included; and

• (b) a statement that the expert has given and has not withdrawn his or her consent appears in the scheme or other document, as the case may be; and

• (c) a statement of the expert's qualifications appears in the scheme or other document, as the case may be; and

• (d) a statement which appears in the scheme or other document, as the case may be, states whether or not the expert is or is intended to be a director, officer, or employee of, or professional adviser to, the society or the proposed company; and

• (e) the statement was made not earlier than 4 months before the scheme or other document, as the case may be, was sent to, or made available for inspection by, any person for the purposes of this section.

(7) For the purposes of subsection (6), expert means any person who holds himself or herself out to be of a profession or calling that gives authority to a statement made by him or her; and includes an accountant or valuer; but does not include a person acting in his or her capacity as an auditor or as a director or officer of a society.

(1) An application for the cancellation of the approval, by special resolution passed under section 113A, of a scheme for conversion of a society into a company may be made to the High Court—

• (a) by persons—

  • (i) who together comprise not less than one-tenth of the whole number of members of the society who were qualified to vote on the special resolution of the society to approve the scheme for conversion; and

  • (ii) who all voted, by person or by proxy, against that resolution; or

• (b) with the leave of the Court,—

  • (i) by any member of the society; or

  • (ii) by any creditor of the society.

(2) An application under subsection (1) shall be made within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

(3) An application under subsection (1) may be made on behalf of one or more of the persons entitled to make the application by such one or more of their number as may be appointed in writing for the purpose.

(4) A copy of every application made under subsection (1) shall be filed with the Registrar within 21 days after the date on which the notice that a special resolution has been passed by the society is filed with the Registrar in accordance with section 113A(3).

(5) On an application under subsection (1), the Court may—

• (a) make an order confirming or cancelling the approval of the scheme for the conversion of the society into a company either wholly or in part, and on such terms and conditions as it thinks fit:

• (b) adjourn the proceedings in order that an arrangement may be made, to the satisfaction of the Court, for the purchase of the interests of dissentient members:

• (c) give such directions and make such orders as it thinks fit for facilitating or carrying into effect any such arrangement.

(6) In exercising its powers under subsection (5), the Court—

• (a) shall have regard to the rights and interests of the members of the society, or any class of them; and

• (b) may also have regard to any other matter that it thinks fit.

(7) Except by special leave of the Court by whom the judgment or order appealed from was made, or by special leave of the Court of Appeal, no appeal from any judgment or order made under subsection (5) shall be brought after the expiration of 30 days from the time the decision of the Court is given.

(1) A copy of a special resolution passed by a society pursuant to section 113A to approve a scheme for the conversion of the society into a company shall not be delivered to the Registrar for registration pursuant to this section before the expiration of the latest of the following:

• (a) twenty-one days after the date on which the notice that a special resolution has been passed has been filed with the Registrar pursuant to section 113A(3); or

• (b) if an application to the Court has been made under section 113B, the date the application is determined by the Court; or

• (c) if there is an appeal against that determination, the date the appeal is finally determined.

(2) A copy of the special resolution together with a copy of the scheme for conversion shall, if an application under section 113B has not been made to the Court, be delivered to the Registrar by the society within 14 days after the expiration of the period of 21 days referred to in subsection (1)(a).

(3) If an application has been made to the Court under section 113B, a copy of the special resolution, together with a sealed copy of the order of the Court confirming the approval of the scheme for conversion, and a copy of the scheme for conversion, shall be delivered to the Registrar by the later of the following:

• (a) thirty days after the date the application is determined by the Court; or

• (b) if there is an appeal against that determination, 30 days after the date that appeal is finally determined.

(4) The Registrar, on being satisfied that the requirements of section 113A have been complied with, shall retain and register the documents delivered in accordance with subsection (2) or subsection (3), as the case may be, and shall certify the registration, which shall be conclusive evidence that the requirements of this section and section 113A have been complied with.

(5) If a society makes default in delivering to the Registrar any document required by this section to be delivered to the Registrar, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) As soon as reasonably practicable after the registration, pursuant to section 113C(4), of a copy of the special resolution approving the scheme for the conversion of the society into a company, the society shall deliver to the Registrar of Companies the following documents and fee:

• (a) a copy of the special resolution certified under the hand of the Registrar of Building Societies as having been registered under section 113C(4):

• (b) the constitution of the proposed company, if it is proposed to have one, annexed to the scheme approved by the society:

• (c) confirmation from the Registrar of Companies that the name of the proposed company has been reserved pursuant to section 22 of the Companies Act 1993:

• (d) the address of the registered office and the address for service of the proposed company:

• (e) the written consents to act as directors as required by section 152 of the Companies Act 1993 of all persons to be appointed directors of the proposed company:

• (f) the certificate of incorporation of the society issued under this Act:

• (g) such fee as is payable for the registration of the company.

(2) The Registrar of Companies, on being satisfied that the documents delivered under subsection (1) are in accordance with that subsection, shall retain and register them and issue a certificate of incorporation for the company.

(3) The certificate of incorporation shall be conclusive evidence that the requirements of this section have been complied with and that the society was, on the date shown in the certificate, duly registered as a company under the Companies Act 1993.

(4) From the commencement of the date shown in the certificate of incorporation, the society shall cease to be incorporated under this Act and shall be a company incorporated under Part 2 of the Companies Act 1993 and that Act shall apply to it accordingly.

(5) The Registrar shall forthwith publish notice of the registration of the society as a company pursuant to this section in the Gazette.

(6) Upon the registration of a society as a company,—

• (a) all persons who are to be shareholders of the company in accordance with the terms of the scheme for conversion shall be shareholders in the company; and

• (b) the shares in the company to which all such persons are entitled in accordance with the scheme for conversion shall be deemed to be issued to such persons; and

• (c) an entry shall be made in the share register of the company in respect of each such person showing—

  • (i) the name of that person:

  • (ii) the address of that person to which notices and other documents are to be sent:

  • (iii) the class of share and the number of the shares in the company to be held by that person calculated in accordance with the terms of the scheme for conversion.

(7) Where any shares are, pursuant to subsection (6), deemed to have been issued to shareholders of the company, the company shall, as soon as practicable, deliver to the Registrar of Companies—

• (a) a list, verified by the statutory declaration of a director, showing—

  • (i) the number of shares issued:

  • (ii) the names, addresses, and descriptions of the shareholders:

  • (iii) the amount credited as paid up on each share issued:

  • (iv) the consideration for which the shares were issued:

• (b) a statutory declaration by a director of the company to the effect that the consideration provided is not less than the amount by which the shares have been paid up otherwise than in cash and describing the consideration for the issue of the shares (or, where the effect of the issue of the shares is to satisfy the whole or part of a liability of the company, for the liability) in sufficient detail to identify it and stating an estimate of its value and how that value was assessed.

(8) Notwithstanding anything contained in subsection (7)(a) or section 87 of the Companies Act 1993, no company into which a society has become converted pursuant to this Part shall be required—

• (a) to show on the list required to be delivered to the Registrar of Companies by subsection (7)(a); or

• (b) to enter in its share register—

the description of any person who immediately before the conversion date was a member of the society if the register of members of the society did not contain a description of that person.

(1) Where any society becomes converted into a company pursuant to this Part, the undertaking of the society shall, on the conversion date, vest in the company by virtue of this Act.

(2) For the purposes of subsection (1), undertaking, in relation to any society, means the property, rights, and liabilities of that society.

(3) Without limiting the generality of subsection (1), the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date:

• (a) a reference (express or implied) to the society in any instrument made, given, passed, or executed before the conversion date shall be read and construed as a reference to the company:

• (b) except as provided in section 113F, all contracts, agreements, conveyances, deeds, leases, licences, and other instruments, undertakings, and notices (whether or not in writing) entered into by, made with, given to or by, or addressed to the society (whether alone or with any other person) before the conversion date and subsisting immediately before the conversion date shall, to the extent that they were previously binding on and enforceable by, against, or in favour of the society, be binding on and enforceable by, against, or in favour of the company as fully and effectually in every respect as if, instead of the society, the company had been the person by whom they were entered into, with whom they were made, or to or by whom they were given or addressed, as the case may be:

• (c) an instruction, order, direction, mandate, or authority given to the society and subsisting immediately before the conversion date shall be deemed to have been given to the company:

• (d) a security held by the society as security for a debt or other liability to the society incurred before the conversion date shall be available to the company as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts or liabilities to the company incurred on or after the conversion date; and, in relation to a security, the company shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which the society would have been entitled or subject if the society had not become converted into a company:

• (e) all the rights and liabilities of the society as bailor or bailee of documents or chattels shall be vested in and assumed by the company:

• (f) a negotiable instrument or order for payment of money which before the conversion date is drawn on or given to or accepted or endorsed by the society or payable at a place of business of the society shall, unless the context otherwise requires, have the same effect on and after the conversion date as if it had been drawn on or given to or accepted or endorsed by the company instead of the society or was payable at the place of business of the company:

• (g) nothing effected or authorised by this Part—

  • (i) shall be regarded as placing the society, or the company, or any other person in breach of contract or confidence or as otherwise making any of them guilty of a civil wrong; or

  • (ii) shall be regarded as giving rise to a right for any person to terminate or cancel any contract or arrangement or to accelerate the performance of any obligation; or

  • (iii) shall be regarded as placing the society, or the company, or any other person in breach of any enactment or rule of law or contractual provision prohibiting, restricting, or regulating the assignment or transfer of any property or the disclosure of any information; or

  • (iv) shall release any surety wholly or in part from any obligation; or

  • (v) shall invalidate or discharge any contract or security:

• (h) any action, arbitration or proceedings, or cause of action which immediately before the conversion date is pending or existing by, against, or in favour of the society or to which the society is a party may be prosecuted, and without amendment of any writ, pleading, or other document, continued and enforced by, against, or in favour of the company.

(1) Where a scheme for conversion approved under section 113A provides for the conversion or alteration of the rights or liabilities of any person that were subsisting immediately before the conversion date those rights and liabilities shall, notwithstanding section 113E, cease to be enforceable by, against, or in favour of the company on or after the conversion date except in accordance with that scheme.

(2) Where a scheme for conversion approved under section 113A provides for any rights or liabilities to arise immediately after the conversion date those rights and liabilities shall be enforceable by, against, or in favour of the company on and after the conversion date.

No shares in the capital of a company into which a society has become converted pursuant to this Part that are issued in respect of shares held by a person as a member of the society shall require a contribution from that person to the assets of the company in the event of the company being put into liquidation that exceeds the amount undertaken to be contributed by that person in respect of that person's shares in the capital of the society to the assets of the society in the event of the society being dissolved.

(1) No shares shall be issued in the capital of a company into which a society has become converted pursuant to this Part that—

• (a) are to terminate at the end of given periods or on the attainment of specified results; or

• (b) entitle the holder to participate in a ballot for the purpose of ascertaining which of the holders of such shares are entitled to receive any prizes arising in respect of those shares.

(2) Nothing in subsection (1) prevents a company into which a society has become converted from issuing any shares that,—

• (a) if the company is incorporated under the Companies Act 1955, a company incorporated under that Act is authorised or permitted to issue; or

• (b) if the company is incorporated under the Companies Act 1933, a company incorporated under that Act is authorised or permitted to issue.

(1) Subject to subsection (3), and notwithstanding anything to the contrary contained in any scheme for conversion in relation to a society, every person who, immediately before the conversion date, was a holder of one or more shares in a society which becomes converted into a company pursuant to this Part, being a share or shares that was or were to terminate at the end of a given period or on the attainment of a specified result, shall be issued with debt or participatory securities of the company into which the society becomes converted corresponding in value to, and, subject to subsection (2), carrying the same rights and liabilities as, the shares of that class held by that person in the capital of the society.

(2) No debt or participatory securities issued pursuant to subsection (1) shall confer on the holder of those securities—

• (a) any right to vote at any meeting of the company:

• (b) any right to receive notice of any meeting of the company:

• (c) any right to appoint any director of the company:

• (d) any other rights ordinarily only conferred on shareholders of a company.

(3) Subsection (1) shall not apply to any person—

• (a) who has received a notice that complies with subsection (4); and

• (b) who has consented in writing to the conversion of that person's shares into any interest other than those specified in subsection (1).

(4) Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—

• (a) of that person's entitlement under subsection (1):

• (b) Oof the nature of the interest into which that person's shares may be converted if that person so consents.

(1) Subject to subsection (2), where a scheme for conversion of any society that is to become converted into a company pursuant to this Part provides for the conversion into debt or participatory securities of any bonus balloting shares issued by the society, the terms and conditions of those debt or participatory securities shall not be substantially different from the terms and conditions of those bonus balloting shares.

(2) Nothing in subsection (1) shall require the issue of any debt or participatory securities which confer on the holder of those securities—

• (a) any right to vote at any meeting of the company:

• (b) any right to receive notice of any meeting of the company:

• (c) any right to appoint any director of the company:

• (d) any other rights ordinarily only conferred on shareholders of a company.

(3) Subsection (1) shall not apply to any person—

• (a) who has received a notice that complies with subsection (4); and

• (b) who has consented in writing to the conversion of that person's shares into any debt or participatory securities the terms and conditions of which are substantially different from the terms and conditions of that person's bonus balloting shares.

(4) Every notice referred to in subsection (3) shall inform the person to whom it is addressed, in sufficient detail as to enable that person to make an informed assessment as to the nature of the interests into which his or her shares may be converted,—

• (a) of that person's entitlement under subsection (1):

• (b) of the nature of the interest into which that person's shares may be converted if that person so consents.

Notwithstanding any other provision of this Act, the following provisions shall have effect in respect of any society that becomes converted into a company pursuant to this Part on and after the conversion date—

• (a) on the conversion date each employee of the society shall become an employee of the company but, for the purposes of every enactment, law, award, determination, contract, and agreement relating to the employment of each such employee, the contract of employment of that employee shall be deemed to have been unbroken and the period of service with the society shall be deemed to have been a period of service with the company:

• (b) the terms and conditions of employment of each such employee shall, until varied, be identical with the terms and conditions of that employee's employment with the society immediately before the conversion date and be capable of variation in the same manner:

• (c) no such employee shall be entitled to receive any payment or other benefit by reason only of that employee ceasing to be an employee of the society by virtue of the society becoming converted into a company under this Part.

(1) The Gambling Act 2003 shall not apply to any ballot which is conducted at any time before the expiry of 3 years from the conversion date by a company into which a society has become converted pursuant to this Part of this Act for the purpose of determining the entitlement for prizes of any person who, immediately before the conversion date, was a holder of any bonus balloting share in the capital of the society and which is conducted in accordance with any regulations relating to bonus ballots made under this Act.

(2) The Gambling Act 2003 shall not apply to any ballot which is conducted by a company into which a society has become converted pursuant to this Part of this Act for the purpose of determining the entitlement for loans of any person who, immediately before the conversion date, was a holder of any share in the society of a group that was to terminate at the end of a given period or on the attainment of specified results.

No company into which a society has become converted pursuant to this Part of this Act shall permit any person to open an account with the company to which a number is given that is drawn in any ballot conducted for the purpose of determining entitlements for prizes.

Where a society becomes converted into a company pursuant to this Part of this Act and that society was, immediately before the conversion date, a society approved by Order in Council made under section 56D, or deemed to be so approved, as a society that may accept deposits from its members in home ownership accounts or farm ownership accounts, the company into which the society has become converted shall be deemed to be an approved society that may accept deposits from its members or from any other person in home ownership accounts or farm ownership accounts, and the provisions of this Act and any regulations made under this Act relating to the approval of societies as societies that may accept deposits in home ownership or farm ownership accounts, and the operation of such accounts, shall apply to that company in all respects as if it were a society.

(1) No company into which a society has become converted in accordance with this Part of this Act, and no person acting on behalf of any such company, shall, at any time after the expiry of 3 years from the conversion date, conduct any ballot for the purpose of ascertaining the entitlement of any person to receive prizes.

(2) Every company that, at any time after its conversion from a society pursuant to this Part of this Act, is under a liability to any person to hold ballots for the purpose of ascertaining the entitlement of any person to receive prizes shall, before the expiry of 3 years from the conversion date, except to the extent that such liabilities may have been otherwise discharged, discharge those liabilities in accordance with regulations made under section 113Q.

(3) Every company, and every person acting on behalf of a company, commits an offence and is liable to a fine not exceeding $1,000 who—

• (a) conducts any ballot in contravention of subsection (1); or

• (b) fails to comply with the provisions of subsection (2).

The Governor-General may from time to time, by Order in Council, make regulations under section 137 for all or any of the following purposes:

• (a) prescribing the procedure to be followed by a society for the purpose of becoming converted into a company pursuant to this Part of this Act:

• (b) regulating ballots conducted by any company into which a society has become converted pursuant to this Part of this Act:

• (c) providing for the maintenance of any fund or funds by any such company for the purpose of discharging the liabilities (whether existing, future, vested, or contingent) of any such company to any person interested in any ballots conducted by the company for the purpose of determining entitlements to prizes or loans:

• (d) prescribing the procedure to be followed for the purpose of—

  • (i) discharging any liabilities to persons interested in ballots conducted by the company:

  • (ii) disposing of any funds required to be maintained by the company in accordance with regulations made under paragraph (c):

• (e) prescribing offences in respect of the contravention of or non-compliance with any regulations made under this section and prescribing fines, not exceeding $1,000 in any case, in respect of any such offences:

• (f) providing for such other matters as are contemplated by or necessary for giving full effect to the provisions of this Part of this Act.

For the purposes of the Acts of Parliament specified in the Schedule to the Tax Administration Act 1994, and any other enactment that imposes or provides for the collection of a tax, duty, levy, rate, or other charge—

• (a) any society that has become converted into a company and the company into which the society has become converted shall be deemed to be the same person; and

• (b) all transactions entered into by, and acts of, the society before the conversion date shall be deemed to have been entered into by, or to be those of, the company and to have been entered into or performed by the company at the time when they were entered into or performed by the society.

(1) No Registrar of Deeds or District Land Registrar or any other person charged with the keeping of any books or registers shall be obliged solely by reason of the foregoing provisions of this Part of this Act to change the name of a society to that of a company in those books or registers or in any document.

(2) The presentation to any registrar or other person of any instrument, whether or not comprising an instrument of transfer by the company,—

• (a) executed or purporting to be executed by the company; and

• (b) relating to any property held immediately before the conversion date by the society; and

• (c) containing a recital that that property has become vested in the company, by virtue of the provisions of this Part of this Act—

shall, in the absence of evidence to the contrary, be sufficient proof that the property is vested in the company.

(3) No fee shall be payable to any District Land Registrar under the Land Transfer Act 1952 or any regulations made under that Act for any act, matter, or thing in respect of which a fee is prescribed if the act or thing is done or the matter arises—

• (a) solely by reason of the change of name of a society to that of a company pursuant to this Part of this Act; and

• (b) other than at the request of the society or the company into which the society has become converted.

A society may be dissolved in the manner prescribed by its rules.

(1) A society may be dissolved by an instrument of dissolution, with the consent of three-fourths of the members, holding not less than two-thirds of the number of shares in the society, testified by their signatures to the instrument of dissolution.

(2) The instrument of dissolution shall set out—

• (a) the liabilities and assets of the society, in detail:

• (b) the number of members, and the amount standing to their credit in the society's books:

• (c) the claims of depositors and other creditors, and the provision to be made for their payment:

• (d) the intended appropriation or division of the funds and property of the society:

• (e) the names of one or more persons to be appointed as trustees for the purposes of the dissolution, and their remuneration.

(3) Alterations in the instrument of dissolution may be made with the like consent, testified in the same manner.

(4) The instrument of dissolution, and all alterations therein, shall be registered in the manner provided by this Act for the registration of rules, and shall be binding on all the members of the society.

(1) The provisions of this section shall have effect in relation to the dissolution of a society under section 114 or section 115.

(2) The provisions of this Act shall continue to apply in relation to the society as if the liquidators or other persons conducting its dissolution, or, as the case may be, the trustees appointed under the instrument of dissolution, were the board of directors of the society.

(3) Such liquidators, trustees, or other persons as aforesaid shall, within 28 days from the termination of the dissolution, send to the Registrar for registration an account and balance sheet signed and certified by them as correct, and showing the assets and liabilities of the society at the commencement of the dissolution and the way in which those assets and liabilities have been applied and discharged; and if they fail to do so each of them shall be guilty of an offence and shall be liable to a fine not exceeding $10 for every day during which the default has continued.

(4) [Repealed]

(5) Except with the consent of the Registrar—

• (a) no resolution, instrument of dissolution, or other proceeding for the dissolution of a society; and

• (b) no alteration of an instrument of dissolution—

shall be of any effect if the purpose of the proposed dissolution is to effect or facilitate the transfer of the society's engagements to any other society.

(6) Any provision in a resolution or document that members of a society proposed to be dissolved shall accept investments in another society, whether in shares, deposits, or any other form, in or towards satisfaction of their rights in the dissolution shall be conclusive evidence of such a purpose as is mentioned in subsection (5).

(1) Nothing in the foregoing provisions of this Part of this Act limits or affects this section or any other enactment that provides for the dissolution or liquidation of societies.

(2) A society may be put into liquidation by the appointment by the Court as liquidator of a named person or an Official Assignee for a named district.

(3) An application for the appointment of a liquidator under subsection (2) may be made by—

• (a) a member authorised by special resolution to make the application:

• (b) a judgment creditor for a sum exceeding $100:

• (c) the FMAin the exercise of any power conferred by this Act.

(4) Subject to the provisions of this Act and of any regulations made under this Act, a society shall be deemed for the purposes of any liquidation under this section to be a company, and the provisions of Parts 16 and 17 of the Companies Act 1993 relating to the liquidation of companies, so far as they are applicable and with the necessary modifications, shall apply accordingly.

(5) Where in the exercise of any power conferred by this Act the FMA makes an application under this section, the Court may, if it thinks fit, having regard to the interests of those members of the society (if any) who were not responsible for the relevant default, and to all the other circumstances, refuse to make an order appointing a liquidator, and may make its refusal subject to any conditions.

(6) The conditions that the Court may impose under subsection (5) may include conditions for ensuring—

• (a) that the society be dissolved under section 114 or section 115; or

• (b) that the society unite under section 32 with another society, or that it transfer its engagements to another society under section 33—

and may also include conditions for ensuring that the relevant default be made good, and that the costs of the proceedings on the application be met by the person or persons responsible for that default.

(7) In this section, the expression the relevant default, in relation to an application for the appointment of a liquidator, means the default that was the occasion of the application being made.

Where a society is being dissolved or is in liquidation, a member to whom an advance has been made under a mortgage or other security, or under the rules of the society, shall not be liable to pay the amount payable thereunder except at the time or times and subject to the conditions set out in the mortgage or other security, or in the rules, as the case may be.

(1) Notice of the commencement and of the termination of the dissolution or liquidation of a society shall be sent to the Registrar for registration.

(2) [Repealed]

(3) If a society fails to send any such notice, the society, and every officer of the society who is in default, commits an offence against this Act.

In relation to a terminating society, the provisions of this Part of this Act shall have effect without prejudice to the termination of the society on the happening of any event on which the society is to terminate.

(1) The Registrar must ensure that a register of building societies is kept in New Zealand.

(2) The register may be—

• (a) an electronic register; or

• (b) kept in any other manner that the Registrar thinks fit.

(3) The Registrar must take all reasonable steps to ensure that the information contained in the register is available to members of the public at all reasonable times.

(1) On receipt of a document for registration under this Act, the Registrar must (unless section 121C applies or he or she is not satisfied that any registration condition is met)—

• (a) register the document in the register; and

• (b) give written advice of the registration to the person from whom the document was received (except in the case of an annual return or the financial statements and reports referred to in section 97A(1)).

(2) Neither registration nor refusal of registration of a document by the Registrar affects, or creates a presumption as to, the validity or invalidity of the document or the correctness or otherwise of the information contained in it.

(3) In this section, a registration condition for a document is a matter of which the Registrar must be satisfied under this Act before registering that document.

(1) The Registrar may refuse to register a document received by the Registrar for registration under this Act if that document—

• (a) is not in the prescribed form, if any; or

• (b) does not comply with this Act or regulations made under this Act; or

• (c) is not printed or typewritten; or

• (d) if the register is an electronic register, is not in a form that enables particulars to be entered directly by electronic or other means in the register; or

• (e) has not been properly completed; or

• (f) contains material that is not clearly legible.

(2) If the Registrar refuses to register a document in reliance on this section, the Registrar must request either—

• (a) that the document be appropriately amended or completed and submitted for registration again; or

• (b) that a fresh document be submitted in its place.

A document is registered when—

• (a) the document itself is constituted as part of the register; or

• (b) particulars of the document are entered in an electronic register.

The Registrar may make an amendment to the register if satisfied that it is necessary—

• (a) to reflect any changes in the information that is contained in the register; or

• (b) to correct an obvious error in or omission from the register.

A person may, on payment of the prescribed fee (if any), inspect—

• (a) any registered document; or

• (b) particulars of a registered document entered into an electronic register.

(1) A person may, on payment of the prescribed fee (if any), require the Registrar to give or certify—

• (a) a certificate of incorporation of a building society; or

• (b) a copy of or extract from a registered document; or

• (c) any particulars of a registered document entered into an electronic register.

(2) A process to compel the production of—

• (a) a registered document; or

• (b) evidence of the entry of particulars of a registered document in an electronic register—

must not issue from the Court without the leave of the Court and, if it does, it must have a statement attached to it that it is issued with the leave of the Court.

(1) A copy of or extract from a registered document that purports to be certified by the Registrar as a true copy or extract is admissible in evidence in legal proceedings to the same extent as the original document.

(2) A certificate purporting to be signed by the Registrar as to the particulars of a registered document in an electronic register or any other matters in the register is conclusive evidence, in the absence of proof to the contrary, of the entry of those particulars or those other matters.

(1) The Registrar or any person authorised by the Registrar may, for the purpose of ascertaining whether a society or any officer of a society is complying or has complied with this Act, or of ascertaining whether the Registrar should exercise any of the Registrar's rights or powers under this Act, or of detecting offences against this Act,—

• (a) require a society or any officer of a society to produce for inspection any registers, records, accounts, books, or papers that are kept by the society; and

• (b) in any case where the Registrar or the person authorised by the Registrar considers that the aforesaid purpose cannot be achieved by inspecting only the documents specified in paragraph (a) of this subsection, or where such documents are not produced for inspection, require any person (including any officer employed in or in connection with any Government Department) to produce for inspection any registers, records, accounts, books, or papers that contain information relating to any money or other property that is or has been managed, supervised, controlled, or held in trust by or for the society; and

• (c) inspect and make records of any such registers, records, accounts, books, or papers; and

• (d) for the purpose of making records thereof, take possession of and remove from the premises where they are kept, for such period of time as is reasonable in the circumstances, any such registers, records, accounts, books, or papers.

(2) Nothing in subsection (1) limits or affects the Tax Administration Act 1994 or the Statistics Act 1975.

(3) Subsection (1) shall apply also in relation to any registers, records, accounts, books, or papers of a person carrying on the business of banking so far as they relate to the society's affairs.

(4) A person who has made an inspection under subsection (1) shall give, divulge, or communicate any records or information that that person has acquired in the course of the inspection to such of the following persons as may require such records or information, namely:

• (a) the Registrar:

• (b) a Deputy Registrar.

(5) A person who has made an inspection under subsection (1) shall, upon being directed to do so by a person for the time being holding the office of Registrar or Deputy Registrar, give, divulge, or communicate any records or information that that person has acquired in the course of the inspection to such of the following persons as that Registrar or Deputy Registrar specifies, namely:

• (a) the Minister:

• (b) the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act:

• (c) any person authorised by that Registrar or Deputy Registrar to receive such records or information.

(6) The Minister or the chief executive of the department of State that, with the authority of the Prime Minister, is for the time being responsible for the administration of this Act may, by written notice to that person, require a person for the time being holding the office of Registrar or Deputy Registrar to give a direction under subsection (5); and that person shall comply with any such requirement.

(7) If any society refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any document that the Registrar or authorised person has under that subsection required it to produce, the society commits an offence and shall be liable to a fine not exceeding $1,000.

(8) If any officer of a society or other person refuses or fails to produce for inspection to the Registrar, or to any person authorised by the Registrar for the purposes of subsection (1), any document within the power or control of that officer or person that the Registrar or authorised person has under that subsection required that officer or person to produce, that officer or person commits an offence and shall be liable to a fine not exceeding $1,000.

(9) Any person who wilfully obstructs or hinders the Registrar, or any person authorised by the Registrar for the purposes of subsection (1), while the Registrar or authorised person is making an inspection, or a record, or taking possession of, or removing any documents pursuant to that subsection, commits an offence and shall be liable to a fine not exceeding $1,000.

(10) Nothing in this section limits or affects legal professional privilege.

(1) Notwithstanding anything in the Official Information Act 1982, but subject to subsections (4) and (5) of section 122A, any person who makes an inspection under section 122A(1), and any person to whom that person has, pursuant to subsection (4) or subsection (5) of section 122A or otherwise, given, divulged, or communicated any information that the first-mentioned person has acquired as a result of that inspection, may refuse to disclose any such information to any other person until the purpose for which that inspection is carried out has been satisfied.

(2) Notwithstanding anything in the Official Information Act 1982, where any person requests the Registrar or any person referred to in subsection (4)(a) or (b) or subsection (5)(a) or (b) of section 122A to disclose whether an inspection under section 122A(1) is being, or is proposed to be, or has been carried out, the Registrar or, as the case may require, that person shall not be required to disclose that information under the Official Information Act 1982 unless the disclosure of that information would not be likely to prejudice the commercial position of any society or other person, and there is no other good reason for withholding that information under that Act.

(1) Any person who is aggrieved by the refusal of any person to disclose any information under section 122B may appeal to the Court within 21 days after being notified of that refusal, or within such further time as the Court may allow.

(2) On hearing the appeal, the Court may confirm the refusal, or give such directions or make such determination in the matter as the Court thinks fit.

(1) The FMA may at any time by notice in writing to a terminating society, being a society whose rules provide for shareholders to receive appropriations by ballot, call upon the society to supply the FMA with a certificate from an actuary, approved for the purposes of this section by the Minister, certifying that every member of a terminating group of the society, if that member's share or shares are properly paid up in accordance with the rules, has a reasonable prospect of receiving appropriations within not more than 30 years from the date of the formation of the group in which that member's share or shares were originally issued.

(2) The FMA may at any time by notice in writing to a company into which a terminating society has become converted that conducts ballots for the purpose of determining entitlement to loans call upon the company to supply the FMA with a certificate from an actuary, approved for the purposes of this section by the Minister, certifying that every person entitled to participate in any ballot conducted for that purpose, if that person complies with any terms and conditions to which that entitlement is subject, has a reasonable prospect of receiving appropriations within not more than 30 years from the date of the formation of the terminating group of the society that has become so converted in which that person's share or shares were originally issued.

(3) If the society or the company, as the case may be, fails to supply the certificate within one month after the date of the notice, or within such further time as the FMA may in the FMA's discretion allow, the FMA shall, by a further notice to the society or the company, call upon the society or the company so to amend its rules within 3 months after the date of the further notice as to enable such a certificate to be given.

(4) If a society or the company, as the case may be, fails to comply with a further notice under subsection (3) and to supply the certificate within the said period of 3 months, the FMA may,—

• (a) in the case of a society, apply to have the society put into liquidation under the Companies Act 1993; or

• (b) in the case of a company, apply to have the company put into liquidation under the Companies Act 1955 or the Companies Act 1993, as the case may be.

(1) On the application of the requisite number of members of a society, or, where no such application has been made but the FMA is of opinion that an investigation should be held into a society's affairs or that its affairs call for consideration by a meeting of the members, the FMA may—

• (a) appoint an inspector to inquire into and report on the society's affairs; or

• (b) call a special meeting of the society; or

• (c) either on the same or on different occasions, both appoint such an inspector and call such a meeting.

(2) For the purposes of subsection (1), the requisite number of members is—

• (a) one hundred in the case of a society that has more than 1,000 members; and

• (b) one-tenth of the whole number of members in the case of any other society.

(3) Where such an application is made by the requisite number of members, the following provisions shall apply:

• (a) the application shall be supported by such evidence as the FMA may direct for the purpose of showing that the applicants have good reason for requiring an inspection or a special meeting, as the case may be, and that they are not actuated by malicious motives in making the application:

• (b) such notice of the application shall be given to the society by the applicants or one or more of them as the FMA may direct:

• (c) the FMA shall require the applicants to give security for the costs of the proposed inspection or meeting before the inspector is appointed or the meeting is called:

• (d) all expenses of and incidental to the inspection or meeting shall be defrayed by the applicants, or out of the funds of the society, or by the members or officers or former members or officers of the society, in such proportions as the FMA may direct.

(4) Before exercising its powers under subsection (1) in a case where no application is made, the FMA must—

• (a) give to the society not less than 14 days' notice in writing of the action the FMA proposes to take, specifying briefly the grounds on which the FMA proposes to take it; and

• (b) consider any representations with respect to the proposed action that may be made to the FMA by the society within the period of the notice or any further period that the FMA may allow, and, if the society so requests, give it an opportunity of being heard by the FMA within that period or further period.

(5) An inspector appointed under this section may require the production of all or any of the books, accounts, securities, and documents of the society, and may examine on oath any of its officers, members, agents, and servants, and may administer an oath accordingly.

(6) Despite anything in the rules of a society, if a special meeting is called under this section,—

• (a) the FMA may direct at what time and place the meeting is to be held, and what matters are to be discussed and determined at the meeting, and may give any other directions as it thinks fit with respect to the calling, holding, and conduct of the meeting:

• (b) the FMA may appoint a person to be chairperson at the meeting; and if the FMA does not do so the meeting may appoint its own chairperson:

• (c) the meeting has all the powers of a meeting called according to the society's rules.

(6A) Nothing in this section limits any power that the FMA has under the Financial Markets Authority Act 2011 or any other enactment.

(7) If a society fails to allow an inspector appointed under this section to do anything that he is authorised to do thereunder, the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Subject to the provisions of this section, the Registrar, with the approval of the Minister, may cancel or suspend the registration of a society if he is satisfied—

• (a) that a certificate of incorporation has been obtained for the society by fraud or mistake; or

• (b) that the society exists for an illegal purpose; or

• (c) that the society has wilfully, and after notice from the Registrar, contravened any of the provisions of this Act; or

• (d) that the society has ceased to exist.

(2) Any cancellation or suspension of registration under this section shall be effected in writing signed by the Registrar.

(3) Where the registration of a society is suspended under this section, the period of suspension shall in the first instance be a period not exceeding 3 months, but may, with the approval of the Minister, be extended from time to time by not more than 3 months at a time.

(4) Before cancelling or suspending the registration of a society under this section, the Registrar shall give to the society not less than 2 months' notice in writing, specifying briefly the grounds of the proposed cancellation or suspension.

(5) The Registrar shall consider any representations with respect to the proposed cancellation or suspension that may be made to him by the society within the said period of 2 months or such further period as he may allow, and, if the society so requests, shall afford to it an opportunity of being heard by him within such period or further period as aforesaid.

(6) The Registrar shall give public notice of any cancellation or suspension, or any extension of a suspension, under this section and must register the cancellation, suspension, or extension of a suspension.

(7) Where under this section the registration of a society is cancelled, or is suspended for a period exceeding 6 months, the society may appeal to the High Court or a Judge thereof; and on any such appeal the Court or Judge, if it or he thinks fit just to do so, may set aside the cancellation or suspension.

Without prejudice to section 124, the Registrar may, if he thinks fit, cancel the registration of a society at the society's request, evidenced in such manner as the Registrar may direct.

(1) Subject to the provisions of this section and to the right of appeal under section 124, where the registration of a society is cancelled or suspended under that section, or is cancelled under section 125, the society shall, as from the time of the cancellation or suspension and, in the case of a suspension, so long as the suspension continues, cease to enjoy the privileges of a society under this Act.

(2) This section shall have effect in relation to a society without prejudice to any liability actually incurred by it; and any such liability may be enforced against it as if the cancellation or suspension had not taken place.

(1) This section shall have effect where shares in a society are held by two or more persons jointly; and in this section seniority of joint holders shall be determined by the order in which the names stand in the register of members and the expression first named joint holder, in relation to any shares so held, means such one of the joint holders as is named first in the society's books.

(2) The joint holders of any shares shall be entitled to choose the order in which they are named in the society's books.

(3) Subject to subsection (4), except where the society's rules otherwise provide, any notice or other document may be given or sent by the society to the joint holders by being given or sent to the first named joint holder.

(4) Nothing in subsection (3) shall prevent any of the joint holders from exercising the right under this Act of a member of a society to obtain from it on demand a copy of the balance sheet.

(5) Except where the society's rules otherwise provide, the vote of the senior who tenders a vote at a meeting of the society whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.

(6) For the purposes of section 115, the shares shall be treated as being held by the first named joint holder alone; and accordingly a person who is a member of the society by reason only of being a joint holder of those shares, other than the first named joint holder, shall not be regarded as a member of the society for the purposes of that section.

(7) The first named joint holder, but none of the other joint holders, shall have the right to join in making an application under section 123; and any reference in that section to the total membership of a society shall be construed accordingly.

(8) In the register to be maintained under section 74, it shall not be necessary to enter the name and address of a person who is one of the joint holders, other than the first named joint holder, by reason only that that person is a joint holder of those shares; and if that person's name and address are entered in the register in respect of those shares the entry shall indicate that that person is a joint holder who is not the first named joint holder.

(1) [Repealed]

(2) [Repealed]

(3) Any printed document purporting to be a copy of the rules of a society, and certified by the secretary or other officer of the society to be a true copy of its rules as registered, shall be received in evidence and shall, in the absence of any evidence to the contrary, be deemed to be a true copy of the rules.

(1) Any register, record, or book of account to be kept by a society may be kept either by making entries in bound books or by recording the matters in question in any other manner.

(2) Where any such register, record, or book of account is not kept by making records in a bound book but is kept by some other means, adequate precautions shall be taken for guarding against falsification and for facilitating its discovery.

(3) Where default is made in complying with subsection (2), the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) Every person commits an offence who—

• (a) by false representation or imposition obtains possession of any money, securities, books, papers, or other effects of a society; or

• (b) having any of the same in his possession, withholds or misapplies them, or wilfully applies any part of them to purposes other than those authorised by the society's rules or by this Act.

(2) Every person who commits an offence against this section shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding $1,000, or to both.

(3) The Court by which any person is convicted of an offence against this section may order him to deliver up or repay to the society any money, securities, books, papers, or other effects in respect of which he is so convicted.

(4) An information in respect of an offence against this section may not be laid by a member of the society, unless he is authorised to do so by the society or the board of directors or the Registrar.

(1) If any person wilfully makes, or orders or allows to be made, any false statement in any document to which this section applies, or by erasure, omission, or otherwise wilfully falsifies any such document, he commits an offence and shall be liable on conviction on indictment to imprisonment for a term not exceeding 2 years or to a fine not exceeding $1,000 or to both.

(2) This section applies—

• (a) to any document sent to the Registrar under or pursuant to this Act; and

• (b) to any document consisting of a statement issued by a society pursuant to subsection (1) of section 34.

Part 2 of Schedule 1 to the Summary Proceedings Act 1957 is hereby amended in the manner indicated in Schedule 5 to this Act.

(1) Except where this Act otherwise provides, every offence against this Act, or against any regulations made under this Act, shall be punishable on summary conviction.

(2) Notwithstanding anything in section 14 of the Summary Proceedings Act 1957, any information laid by the Registrar in respect of any offence against this Act to which that section applies may, subject to subsection (3), be laid at any time within 2 years beginning from the date on which evidence, sufficient in the opinion of the Registrar to justify a prosecution for the offence, comes to his knowledge.

(3) Nothing in subsection (2) shall authorise the laying of an information in respect of any such offence at a time more than 3 years after the date on which the offence was committed.

Every society or person who commits an offence against this Act, or against any regulations made under this Act, for which no penalty is provided elsewhere than in this section is liable to a fine not exceeding $1,000.

(1) The Governor-General may from time to time, by Order in Council, make regulations for all or any of the following purposes:

• (a) prescribing the forms of, and the particulars to be included in, applications, notices, certificates, returns, reports, or other documents made or issued under or for the purposes of this Act (and those regulations may require the inclusion in, or attachment to, forms of specified information or documents and forms to be signed by specified persons), and prescribing requirements, not inconsistent with this Act, with which those documents must comply:

• (aa) prescribing the financial statements to be prepared by a society, and prescribing the forms of, and the information and particulars to be included in, such financial statements:

• (ab) prescribing the manner in which any financial statements required under section 92 are to be published or distributed:

• (ac) prescribing requirements for the auditing of any financial statements required under section 92, and conferring on the auditors such powers, including the power of inspection of documents and records, as may be necessary or desirable for the purposes of auditing those statements:

• (b) prescribing the procedure to be followed in respect of applications to and proceedings before the Registrar:

• (c) prescribing fees to be paid to the Registrar in respect of the registration of rules, alterations in rules, and other documents and matters under this Act, the issue of certificates and other documents, search or inspection of the register, and the exercise by the Registrar of any of his functions under this Act:

• (ca) regulating bonus ballots and bonus balloting shares:

• (d) prescribing the procedure for the institution, hearing, and determination of appeals under this Act:

• (e) providing for the keeping of records by the Registrar for the purposes of this Act:

• (f) providing the procedure for the giving or service of notices and documents under this Act:

• (g) providing for such matters as are contemplated by or necessary for giving full effect to the provisions of this Act and for the due administration thereof.

(2) The Registrar may refuse to perform a function or exercise a power until the prescribed fee is paid.

(3) Any fee payable to the Registrar is recoverable by the Registrar in any court of competent jurisdiction as a debt due to the Crown.

(1) It shall be the duty of the Registrar, as soon as practicable after the date of the commencement of this Act, to send a copy of the rules of every society existing at that date to the District Registrar of Companies whose office is nearest to the registered office of the society, or to such other District Registrar of Companies as may be approved for the purpose after consultation with the society.

(2) For the purposes of this section the Registrar may require any such society to send to him not more than 2 copies of its rules.

(3) If any such society fails to comply with any such requirement the society, and every officer of the society who is in default, shall be guilty of an offence against this Act.

(1) The enactments specified in Schedule 6 to this Act are hereby repealed.

(2) The amendments specified in this subsection have been incorporated in the reprint of s 51A of the National Expenditure Adjustment Act 1932.

(3) The amendments specified in this subsection have been incorporated in the reprint of s 15 of the National Expenditure Adjustment Amendment Act 1932.

(4) The amendment specified in this subsection has been incorporated in the reprint of s 4(1) of the Trustee Act 1956.

(5) Every reference in any enactment or document to the Registrar of Building Societies under the Building Societies Act 1908, or to any District Registrar or Assistant Registrar of Building Societies under that Act shall hereafter, unless the context otherwise requires, be read as a reference to the Registrar of Building Societies under this Act.

(6) Every reference in any enactment or document to the Deputy Registrar of Building Societies under the Building Societies Act 1908 shall hereafter, unless the context otherwise requires, be read as a reference to a Deputy Registrar of Building Societies under this Act.

(7) For the purposes and without limiting the operation of the Acts Interpretation Act 1924, a resolution passed before the commencement of this Act in accordance with any of the provisions of the Building Societies Act 1908 shall be treated as a resolution that could have been passed under the corresponding provisions of this Act if it would have fallen to be so treated if passed after the commencement of this Act as a special resolution.

(8) [Repealed]

(9) [Repealed]