Removal and resignation of auditors
244ZW Removal and resignation of auditors
An auditor of a co‑operative may be removed from office by resolution of the co‑operative at a general meeting of which notice under subsection (2) has been given, but not otherwise.
Notice of intention to move the resolution must be given to the co‑operative at least 2 months before the meeting is to be held.
However, if the co‑operative calls a meeting after the notice of intention is given under subsection (2), the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.
Where notice under subsection (2) of a resolution to remove an auditor is received by a co‑operative, it must as soon as possible send a copy of the notice to the auditor and lodge a copy of the notice with the Registrar.
Within 7 days after receiving a copy of the notice, the auditor may make representations in writing, not exceeding a reasonable length, to the co‑operative and request that, before the meeting at which the resolution is to be considered, a copy of the representations be sent by the co‑operative at its expense to every member of the co‑operative to whom notice of the meeting is sent.
Unless the Registrar on the application of the co‑operative otherwise orders, the co‑operative must send a copy of the representations in accordance with the auditor’s request, and the auditor may, without prejudice to his or her right to be heard orally or, where a firm is the auditor, to have a member of the firm heard orally on its behalf, require that the representations be read out at the meeting.
An auditor of a co‑operative may, by notice in writing given to the co‑operative, resign as auditor of the co‑operative if —
the auditor has, by notice in writing given to the Registrar, applied for consent to the resignation and stated the reasons for the application and, at or about the same time as the notice was given to the Registrar, notified the co‑operative in writing of the application to the Registrar; and
the consent of the Registrar has been given.
The Registrar must, as soon as practicable after receiving a notice from an auditor under subsection (7), notify the auditor and the co‑operative whether the Registrar consents to the resignation of the auditor.
A statement made by an auditor in an application to the Registrar under subsection (7) or in answer to an inquiry by the Registrar relating to the reasons for the application —
is not admissible in evidence in any civil or criminal proceedings against the auditor; and
may not be made the ground of a prosecution, action or suit against the auditor,
and a certificate by the Registrar that the statement was made in the application or in the answer to the inquiry by the Registrar is conclusive evidence that the statement was so made.
Subject to subsection (11), the resignation of an auditor takes effect on whichever of the following occurs last —
the day (if any) specified for the purpose in the notice of resignation;
the day on which the Registrar gives its consent to the resignation;
the day (if any) fixed by the Registrar for the purpose.
The resignation of an auditor of a small co‑operative does not require the consent of the Registrar under subsection (7), and takes effect on whichever of the following is later —
the day (if any) specified for the purpose in the notice of resignation; or
the day on which the notice is received by the co‑operative.
Where, on the retirement or withdrawal from a firm of a member, the firm will no longer be capable, by reason of the provisions of the Corporations Act section 324BB(1)(b)(i) or (2)(b)(i) (as applying under this Part), of acting as auditor of a co‑operative, the member so retiring or withdrawing is (if not disqualified from acting as auditor of the co‑operative) taken to be the auditor of the co‑operative until he or she obtains the consent of the Registrar to his or her retirement or withdrawal.
Within 14 days after the removal from office of an auditor of a co‑operative, or the receipt of a notice of resignation from an auditor of a co‑operative, the co‑operative must —
lodge with the Registrar a notice of the removal or resignation in the form approved by the Registrar; and
where there is a trustee for the holders of debentures or CCUs of the co‑operative — give to the trustee a copy of the notice lodged with the Registrar.
[Section 244ZW inserted: No. 7 of 2016 s. 85.]
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