Tobacco Industry (Restructuring) Act 1996

Queensland TOBACCO INDUSTRY (RESTRUCTURING) ACT 1996 Reprinted as in force on 28 October 1996 (Act not amended up to this date) Reprint No. 1 This reprint is prepared by the Office of the Queensland Parliamentary Counsel Warning—This reprint is not an authorised copy

Information about this reprint This Act is reprinted as at 28 October 1996. Minor editorial changes allowed under the provisions of the Reprints Act 1992 mentioned in the following list have also been made to— • omit provisions that are no longer required (s 40) • omit the enacting words (s 42A) • make all necessary consequential amendments (s 7(1)(k)). See endnotes for information about when provisions commenced.

Queensland TOBACCO INDUSTRY (RESTRUCTURING) ACT 1996 TABLE OF PROVISIONS Section Page PART 1—PRELIMINARY 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2 Objects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3 Dictionary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 PART 2—TRANSFER OF BOARD’S ASSETS AND LIABILITIES TO THE ASSOCIATION 4 Transfer of assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 5 How net value of transferred assets is to be decided . . . . . . . . . . . . . . . . . . 4 6 Effect of transfer of assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 PART 3—SHARE DISTRIBUTION SCHEME 7 Share distribution scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 8 Shares are to be fully paid-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 9 Value of shares to be issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 10 Total number of shares to be issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 11 Grower’s share entitlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 12 Consideration for shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 PART 4—ADMINISTRATION OF BOARD 13 Administration of board after transfer day . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 14 Board’s powers after transfer day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 15 Board’s costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 PART 5—DISTRIBUTION OF SHARES IN THE ASSOCIATION 16 Invitation to take up shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 17 Quota holder may nominate another person to take up shares . . . . . . . . . . . 8

2 Tobacco Industry (Restructuring) Act 1996 18 Forfeited shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 19 Distribution of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART 6—DISSOLUTION OF BOARD 20 Administrator to notify Minister . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 21 Dissolution day for board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART 7—MISCELLANEOUS 22 Regulation-making power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 23 Expiry of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 PART 8—TRANSITIONAL PROVISIONS 24 Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 25 Continuity of proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 26 First directors of association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . 12 DICTIONARY ENDNOTES 1 Index to endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . 14 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 6 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

s1 3 s2 Tobacco Industry (Restructuring) Act 1996 TOBACCO INDUSTRY (RESTRUCTURING) ACT 1996 [reprinted as in force on 28 October 1996] An Act about the Queensland tobacco industry, and for other purposes † PART 1—PRELIMINARY ˙ Short title 1. This Act may be cited as the Tobacco Industry (Restructuring) Act 1996 . ˙ Objects 2. The objects of this Act are to— (a) restructure the Queensland tobacco industry; and (b) transfer the assets and liabilities of the Tobacco Leaf Marketing Board to the Queensland Tobacco Marketing Cooperative Association Limited; and (c) wind-up the board; and (d) equitably distribute shares in the capital of the association among growers and in this way enable growers to take part in the association’s affairs.

s3 4 s6 Tobacco Industry (Restructuring) Act 1996 ˙ Dictionary 3. The dictionary in schedule 2 defines particular words used in this Act. 1 † PART 2—TRANSFER OF BOARD’S ASSETS AND LIABILITIES TO THE ASSOCIATION ˙ Transfer of assets and liabilities 4.(1) The board’s assets and liabilities are transferred to the association on the transfer day 2 and become assets and liabilities of the association. (2) In consideration of the transfer, the association must issue shares to the board in accordance with the share distribution scheme. ˙ How net value of transferred assets is to be decided 5.(1) The net value of the board’s transferred assets is to be decided by agreement between the association and the board’s administrator. (2) If the association and the board’s administrator do not agree on the value, the Minister must decide the value on the basis of professional advice. (3) If the Minister decides the value, the association must pay costs reasonably incurred by the Minister in obtaining professional advice on which to base the decision. ˙ Effect of transfer of assets and liabilities 6. Although the transfer takes effect by force of this part— (a) instruments of transfer between the board and the association must be executed and, if appropriate, registered as if the transfer 1 In some Acts, definitions are contained in a dictionary that appears as the last schedule and forms part of the Act— Acts Interpretation Act 1954 , section 14(4). 2 The transfer day is 1 September 1996 (see s 3 sch 2).

s 7 5 s 11 Tobacco Industry (Restructuring) Act 1996 were made by the board on the sale of its undertakings to the association; and (b) the instruments attract stamp duty as if they were transfers on sale; and (c) the association is liable for the costs of preparing, stamping and registering the instruments. † PART 3—SHARE DISTRIBUTION SCHEME ˙ Share distribution scheme 7. Shares in the association are to be distributed among growers in accordance with this part. ˙ Shares are to be fully paid-up 8. The shares issued to growers must be fully paid-up shares with a face value of 25c a share. ˙ Value of shares to be issued 9. The total value of shares to be issued must equal the net value of the transferred assets. ˙ Total number of shares to be issued 10. The total number of shares to which growers are entitled is to be worked out by dividing the net value of the transferred assets by the face value of the shares. ˙ Grower’s share entitlement 11.(1) Only growers who are quota holders or nominees of quota holders are entitled to shares.

s 12 6 s 13 Tobacco Industry (Restructuring) Act 1996 (2) A grower’s share entitlement is to be worked out by dividing the grower’s basic quota by the total basic quota and multiplying the result by the total number of shares to be issued. ˙ Consideration for shares 12. The shares to which growers are entitled are the shares issued to the board in consideration of the transfer of assets under part 2. † PART 4—ADMINISTRATION OF BOARD ˙ Administration of board after transfer day 13.(1) On the transfer day, the board’s directors stop holding office (without any right to compensation for loss of office). (2) From the transfer day— (a) the board’s constitution is suspended and the board is to be administered by an administrator; and (b) the administrator has all the powers and functions of the board (so far as the board continues to have powers and functions under this Act). (3) The board’s administrator is the person who holds office as the board’s chairperson immediately before the transfer day. (4) However, the Minister may appoint an administrator if— (a) there is no chairperson to assume the office of administrator under subsection (3); or (b) the chairperson is unwilling to undertake the duties of administrator; or (c) the administrator dies or stops holding office. (5) A person is eligible to be appointed as the board’s administrator if the person— (a) is a former member of the board; or

s 14 7 s 14 Tobacco Industry (Restructuring) Act 1996 (b) has extensive experience of the tobacco industry as a grower or an administrator; or (c) has qualifications and experience in public administration or financial administration. (6) The administrator stops holding office if the administrator— (a) resigns by signed notice given to the Minister; or (b) completes a term of office and is not reappointed; or (c) is convicted of an indictable offence; or (d) is removed from office by the Governor in Council under subsection (7). (7) The Governor in Council may remove the administrator from office if the administrator— (a) engages in misbehaviour; or (b) becomes incapable of performing the duties of the administrator because of physical or mental incapacity; or (c) is incompetent; or (d) does anything the Governor in Council considers is a reasonable and sufficient justification for removal from office. (8) An administrator is entitled to remuneration at a rate decided by the association. (9) On the dissolution day, the administrator ceases to hold office (without any right to compensation for loss of office). ˙ Board’s powers after transfer day 14.(1) As from the transfer day, the powers the board had apart from this Act are suspended and it has the following powers— (a) to distribute shares under part 5 and to do anything necessary for or incidental to the distribution of the shares; (b) to execute any instrument of transfer or other document to evidence or give effect to the transfer of assets and liabilities under this Act.

s 15 8 s 18 Tobacco Industry (Restructuring) Act 1996 (2) In any proceeding, a document apparently bearing the board’s common seal and the administrator’s signature is evidence that the document was properly executed by the board. ˙ Board’s costs 15. The association must pay any costs incurred by the board after the transfer day (including the administrator’s remuneration). † PART 5—DISTRIBUTION OF SHARES IN THE ASSOCIATION ˙ Invitation to take up shares 16.(1) After shares have been issued to the board in consideration of the transfer of assets, the administrator must invite applications for the shares from quota holders. (2) The invitation must be made by letter sent to each quota holder. (3) A quota holder is entitled to the number of shares decided under the share distribution scheme. (4) The administrator must take all reasonable steps to ensure that quota holders are able to make an informed decision about taking up the shares, for example, by contacting quota holders who fail to respond to the administrator’s letters and explaining the consequences of taking no action. ˙ Quota holder may nominate another person to take up shares 17. The quota holder may nominate another person who is a genuine grower to receive all or part of the holder’s share entitlement. ˙ Forfeited shares 18.(1) Shares that are not taken up by a quota holder or the holder’s nominee are forfeited to the association.

s 19 9 s 22 Tobacco Industry (Restructuring) Act 1996 (2) If a person is entitled to a part of a share under the share distribution scheme, the part of the share is also forfeited to the association. (3) The value of the forfeited shares or portion of the shares must be credited to a reserve of the association. ˙ Distribution of shares 19.(1) The administrator must distribute the shares by way of gratuitous transfer. (2) A person’s acceptance of a gratuitous transfer of shares is sufficient to signify that the person agrees to be bound by the association’s rules. † PART 6—DISSOLUTION OF BOARD ˙ Administrator to notify Minister 20. The administrator must notify the Minister when the administrator finishes distributing the shares. ˙ Dissolution day for board 21.(1) A regulation must be made appointing a day (the “dissolution day” ) for the dissolution of the board. (2) The board is dissolved on the dissolution day. † PART 7—MISCELLANEOUS ˙ Regulation-making power 22. The Governor in Council may make regulations under this Act.

s 23 10 s 26 Tobacco Industry (Restructuring) Act 1996 ˙ Expiry of Act 23.(1) This Act expires on 31 December 1997. (2) The expiry of this Act does not give rise to any right to compensation. † PART 8—TRANSITIONAL PROVISIONS ˙ Staff 24.(1) On the transfer day, the board’s staff become staff of the association without interruption of continuity of service, or prejudice to existing or accruing rights in respect of employment. (2) This section expires on the day after the transfer day. 3 ˙ Continuity of proceedings 25.(1) A proceeding by or against the board that has not been finished before the transfer day may be continued and finished by or against the association. (2) If action could have been taken by or against the board (if the board had continued to exist), the right of action is taken to be a right of action by or against the association. (3) This section expires on the day after the transfer day. 3 ˙ First directors of association 26.(1) The first directors of the association remain in office until they call a special general meeting of the association at which all the directors must retire. (2) The meeting must not be held before the dissolution day but must not 3 These provisions have expired and are included in the reprint for informational purposes only. They will be omitted in the next reprint.

s 26 11 s 26 Tobacco Industry (Restructuring) Act 1996 be held later than 3 months after the dissolution day. (3) This section has effect despite anything to the contrary in the association’s rules or in the Primary Producers’ Cooperative Associations Act 1923. (4) This section expires on the day after the transfer day. 4 4 This provision has expired and is included in the reprint for informational purposes only. It will be omitted in the next reprint.

12 Tobacco Industry (Restructuring) Act 1996 ¡ SCHEDULE 2 † DICTIONARY section 3 “association” means the Queensland Tobacco Marketing Cooperative Association Limited registered under the Primary Producers’ Cooperative Associations Act 1923 . “board” means the Tobacco Leaf Marketing Board established under the Primary Producers’ Organisation and Marketing Act 1926 . “dissolution day” means the day fixed by regulation for the board’s winding-up. “genuine grower” means a person who— (a) produced and delivered tobacco leaf to the board in the 1995–96 crop year; or (b) immediately before the transfer day, was the holder of a contract with the board for the production and delivery of tobacco leaf for the 1996–97 crop year. “grower” means a person who grows tobacco leaf in Queensland. “grower’s basic quota” means a grower’s basic quota allocated under the Tobacco Industry Stabilisation Act 1965 immediately before the transfer day. “net value of the board’s transferred assets” means the amount by which the market value of the board’s assets exceeds its liabilities as at the transfer day. “quota holder” means a grower holding a grower’s basic quota immediately before the transfer day. “share distribution scheme” means the scheme for distributing shares among growers under part 3.

13 Tobacco Industry (Restructuring) Act 1996 SCHEDULE 2 (continued) “total basic quota” means the total of all growers basic quotas immediately before the transfer day. “transfer day” means 1 September 1996.

14 Tobacco Industry (Restructuring) Act 1996 † ENDNOTES ´ 1 Index to endnotes Page 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 5 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 6 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ´ 2 Date to which amendments incorporated This is the reprint date mentioned in the Reprints Act 1992, section 5(c). However, no amendments have commenced operation on or before that day. Future amendments of the Tobacco Industry (Restructuring) Act 1996 may be made in accordance with this reprint under the Reprints Act 1992, section 49. 3 ´ AIA amd ch def div exp gaz hdg ins lap notfd om o in c p para prec pres prev = = = = = = = = = = = = = = = = = = Key Key to abbreviations in list of legislation and annotations Acts Interpretation Act 1954 amended chapter definition division expires/expired gazette heading inserted lapsed notified omitted order in council page paragraph preceding present previous (prev) proc prov pt pubd R[X] RA reloc renum rep s sch sdiv SIA SL sub unnum = = = = = = = = = = = = = = = = = previously proclamation provision part published Reprint No.[X] Reprints Act 1992 relocated renumbered repealed section schedule subdivision Statutory Instruments Act 1992 subordinate legislation substituted unnumbered

15 Tobacco Industry (Restructuring) Act 1996 ´ 4 Table of earlier reprints TABLE OF EARLIER REPRINTS [If a reprint number includes an arabic letter, the reprint was released in unauthorised, electronic form only] Reprint No. Amendments included Reprint date 0A none 20 August 1996 ´ 5 List of legislation Tobacco Industry (Restructuring) Act 1996 No. 25 date of assent 15 August 1996 commenced on date of assent Note —(1) This Act exp 31 December 1997 (see s 23(1)) (2) Transfer day 1 September 1996 (see s 3 sch 2) ´ 6 List of annotations Staff s 24 exp 2 September 1996 (see s 24(2)) Continuity of proceedings s 25 exp 2 September 1996 (see s 25(3)) First directors of association s 26 exp 2 September 1996 (see s 26(4) PART 9—REPEALS AND AMENDMENTS pt hdg om R1 (see RA s 7(1)(k)) Repeal of Tobacco Industry Stabilisation Act 1965 s 27 om R1 (see RA s 40) Amendments of other Acts s 28 om R1 (see RA ss 7(1)(k), 40) SCHEDULE 1—AMENDMENTS OF OTHER ACTS om R1 (see RA s 40) © State of Queensland 1996