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[F.A.Q.]
Kiribati Consolidated Legislation |
LAWS
OF THE GILBERT
ISLANDS
REVISED
EDITION 1977
CHAPTER 14
CO-OPERATIVE SOCIETIES
ARRANGEMENT OF SECTIONS
PART
I
PRELIMINARY
Section
1.
Short title
2.
Interpretation
PART
II
REGISTRATION
3. Appointment of
registrar and assistant registrars
4.
Societies which may be registered
5.
Conditions of registration
6.
Application for registration
7.
Registration
8. Societies to be bodies
corporate
9. Evidence of
registration
PART
III
DUTIES AND
PRIVILEGES OF SOCIETIES
10. Amendment of the
by-laws of a registered society
11.
Address of society
12. Copy of
Ordinance, regulations, by-laws, etc., to be open to
inspection
13. Disposal of produce to
or through registered society
14.
Creation of charges in favour of registered
societies
15. Charge and set off in
respect of shares or interest of
members
16. Shares or interest not
liable to attachment or sale
17.
Transfer of interest on death of
member
18. Deposits by or on behalf of
minors
19. Register of
members
20. Proof of entries in books
of society
21. Amalgamation or
transfer of societies
22. Division of
societies
PART
IV
RIGHTS AND
LIABILITIES OF MEMBERS
23. Qualification for
membership
24. Members not to exercise
rights till due payment made
25.
Restriction of membership in
society
26. Votes of
members
27. Representation by
proxy
28. Contracts with society of
members who are minors
29. No
individual to hold more than one-fifth of share capital of any
society
30. Restrictions on transfer
of share or interest
31. Liability of
past member and estate of deceased member for debts of society
PART
V
PROPERTY AND
FUNDS OF REGISTERED SOCIETIES
32. Loans made by a
registered society
33. Deposits and
loans received by a registered
society
34. Restrictions on other
transactions with non-members
35.
Investment of funds
36. Disposal of
profits
PART
VI
AUDIT,
INSPECTION AND ENQUIRY
37.
Audit
38. Power of Registrar to
inspect societies' books, etc.
39.
Inquiry and inspection
40. Dissolution
of the committee of a society
PART
VII
DISSOLUTION
41.
Dissolution
42. Cancellation of
registration of a society due to lack of
membership
43. Effect of cancellation
of registration
44. Liquidation after
cancellation of registration of
society
45. Liquidator's
powers
46. Power of Registrar to
control liquidation
47. Enforcement of
order
48. Limitation of the
jurisdiction of the civil court
49.
Closure of liquidation
PART
VIII
SURCHARGE AND
ATTACHMENT
50. Powers of Registrar to
surcharge officers, etc., of a registered
society
51. Appeal to the
Minister
PART
IX
DISPUTES
52. Settlement of
disputes
53. Case stated on question
of law
PART
X
REGULATIONS
54.
Regulations
PART
XI
MISCELLANEOUS
55. Recovery of sums due
to Government
56. Special powers of
Minister to exempt any society from requirements as to
registration
57. Special power of
Minister to exempt societies from provisions of
Ordinance
58. Power to exempt from
stamp duty and registration fees
59.
Prohibition of the use of the word
"co-operative"
60. Punishment of fraud
or misappropriation
61. Formation of
proposed societies
62. Special members
of committees of secondary
societies
63. Tenure of office and
powers of special members
64. Certain
Ordinances not to apply
65. Penalty
for non-compliance with Ordinance
66.
Saving
------------------------------
An Ordinance to provide for the formation and to regulate the operations of co-operative societies
9 of 1951
(Cap. 67 of
1952)
5 of 1960
8 of 1968
9 of 1971
(Cap. 64 of 1973)
L.N. 16/74
31 of 1974
Commencement:
1st September 1952
G.N. 114/52
PART
I
PRELIMINARY
Short
title
1.
This Ordinance may be cited as the Co-operative Societies
Ordinance.
Interpretation
2.
In this Ordinance unless the context otherwise requires-
"bonus" means a share of the profits of a registered society divided among its members in proportion to the volume of business done by them with the society from which the profits of the society were derived;
"by-laws" means the registered by-laws made by a society in the exercise of any power conferred by this Ordinance, and includes a registered amendment of the by-laws;
"committee" means the governing body of a registered society to whom the management of its affairs is entrusted;
"dividend" means a share of the profits of a registered society divided among its members in proportion to the share capital held by them;
"member" includes a person or registered society joining in the application for the registration of a society, and a person or registered society admitted to membership after registration in accordance with the by-laws;
"officer" includes a chairman, secretary, treasurer, member of committee, or other person empowered under the regulations or by-laws to give directions in regard to the business of a registered society;
"registered society" means a co-operative society registered under this Ordinance;
"Registrar" means the Registrar of Co-operative Societies appointed under section 3 and includes any person when exercising such powers of the Registrar as may have been conferred upon him under that section.
PART
II
REGISTRATION
Appointment
of Registrar and assistant
registrars
3.
The Minister may appoint a person to be Registrar of Co-operative Societies for
the Gilbert Islands and may appoint persons to assist
such Registrar, and may,
by notice, confer on any such persons all or any of the powers of a Registrar
under this
Ordinance.
Societies
which may be
registered
4.
Subject to the provisions hereinafter contained, a society which has as its
object the promotion of the economic interests of its
members in accordance with
co-operative principles, or a society established with the object of
facilitating the operations of such
a society, may be registered under this
Ordinance with or without limited liability as the Registrar may
decide:
Provided that the
liability of a society which includes at least one registered society among its
members shall be
limited.
Conditions
of
registration
5.
(1) No society, other than a society of which a member is a registered society,
which does not consist of at least 10 persons each
of whom is qualified under
section 23 for membership under this Ordinance shall be registered under this
Ordinance.
(2) The word
"co-operative" or its vernacular equivalent shall form part of the name of every
society registered under this
Ordinance.
(3) The word "limited"
or its vernacular equivalent shall be the last word in the name of every society
with limited liability registered
under this
Ordinance.
(4) When, for the
purposes of this section, any question arises as to age, residence, or
occupation of land constituting the qualification
of any person, that question
shall be decided by the Registrar whose decision shall be
final.
Application
for
registration
6.
(1) For the purposes of registration an application shall be made to the
Registrar.
(2) The application
shall be signed -
(a) in the case of a society of which no member is a registered society, by at least 10 persons qualified in accordance with the requirements of section 5 (1); and
(b) in the case of a society of which a member is a registered society, by a duly authorised person on behalf of every such registered society, and where the members of the society are not all registered societies, by 10 other members, or, when there are less than 10 other members, by all of them.
(3)
The application shall be accompanied by copies of the proposed by-laws of the
society, and the persons by whom or on whose behalf
such application is made
shall furnish such information, in regard to the society as the Registrar may
require.
Registration
7.
(1) If the Registrar is satisfied that a society has complied with the
provisions of this Ordinance and the regulations, and that
its proposed by-laws
are not contrary to this Ordinance or to the regulations, he may, if he thinks
fit, register the society and
its by-laws. An appeal shall lie to the Minister
against the refusal of the Registrar to register any society within 1 month from
the date of such refusal.
(2) On
registration the society shall pay such fee as may be required by the
regulations.
Societies
to be bodies
corporate
8.
The registration of a society shall render it a body corporate by the name under
which it is registered, with perpetual succession
and with power to hold
property, to enter into contracts, to institute and defend suits and other legal
proceedings, and to do all
things necessary for the purpose of its
constitution.
Evidence
of
registration
9.
A certificate of registration signed by the Registrar shall be conclusive
evidence that the society therein mentioned is duly registered,
unless it is
proved that the registration of the society has been cancelled.
PART
III
DUTIES AND
PRIVILEGES OF SOCIETIES
Amendment
of the bylaws of a registered
society
10.
(1) Any registered society may, subject to this Ordinance and the regulations,
amend its by-laws, including the by-law which declares
the name of the
society.
(2) No amendment of the
by-laws of a registered society shall be valid until that amendment has been
registered under this Ordinance,
for which purpose copies of the amendment shall
be forwarded to the Registrar.
(3)
If the Registrar is satisfied that any amendment of the by-laws is not contrary
to this Ordinance or to the regulations, he may,
if he thinks fit, register the
amendment; and an appeal shall lie to the Minister against the refusal of the
Registrar to register
any amendment of any
by-law.
(4) An amendment which
changes the name of a society shall not affect any right or obligation of the
society or of any of its members
or past members, and any legal proceedings
pending may be continued by or against the society under its new
name.
(5) When the Registrar
registers an amendment of the by-laws of a registered society, he shall issue to
the society a copy of the
amendment certified by him, which shall be conclusive
evidence of the fact that the amendment has been duly
registered.
(6) In this section,
"amendment" includes the making of a new by-law and the variation or rescission
of a
by-law.
Address
of
Society
11.
Every registered society shall have an address, registered in accordance with
the regulations, to which all notices and communications
may be sent, and shall
send to the Registrar notice of every change of that
address.
Copy
of Ordinance, regulations, by-laws, etc., to be open to inspection
12.
Every registered society shall keep a copy, written both in English and in the
vernacular of the place where its registered office
is situated, of this
Ordinance and of the regulations and of its by-laws and a list of its members
open to inspection, free of charge,
at all reasonable times at the registered
address of the
society.
Disposal
of produce to or through a registered
society
13.
(1) A registered society which has as one of its objects the disposal of any
article produced or obtained by the work or industry
of its members whether the
produce of agriculture, animal husbandry, forestry, fisheries, handicrafts or
otherwise, may provide in
its by-laws or may otherwise contract with its members
-
(a) that every such member who produces any such article shall dispose of the whole or any specified amount, proportion or description thereof to or through the society; and
(b) that any member who is proved or adjudged in such manner as may be prescribed by the regulations, to be guilty of a breach of the by-laws or contract shall pay to the society as liquidated damages a sum ascertained or assessed in such manner as may be prescribed by the aforesaid regulations.
(2)
No contract entered into under the provisions of this section shall be contested
in any court on the ground only that it constitutes
a contract in restraint of
trade.
Creation
of charges in favour of registered
societies
14.
Subject to any prior claim of the Crown on the property of the debtor and to the
lien or claim of a landlord in respect of rent favour
of or any money
recoverable as rent and in the case of immovable property to any prior
registered charge thereon-
(a) any debt or outstanding demand payable to a registered society by any member or past member shall be a first charge on all crops or other agricultural produce, felled timber or other forest produce, marine produce, fish (fresh-water and salt-water), livestock, fodder, agricultural, industrial and fishing implements, plant, machinery, boats, tackle and nets, raw materials, stock in trade and generally all produce of labour and things used in connect with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given him by the society:
Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice;
(b) any outstanding demands or dues payable to a registered housing society by any member or past member in respect of rent, shares, loans or purchase money or any other rights or amounts payable to such society shall be a first charge upon his interest in the immovable property of the society.
Charge
and set off in respect of shares or interest of
members
15.
A registered society shall have a charge upon the shares or interest in the
capital and on the deposits of a member or past member
or deceased member and
upon any dividend, bonus, or profits payable to a member or past member or to
the estate of a deceased member
in respect of any debt due to the society from
such member or past member or estate, and may set off any sum credited or
payable
to a member or past member or estate of a deceased member in or towards
payment of any such
debt.
Shares or
interest not liable to attachment or
sale
16.
Subject to section 15, the share or interest of a member in the capital of a
registered society shall not be liable to attachment
or sale under any decree or
order of a court in respect of any debt or liability incurred by such member,
and a trustee in bankruptcy
shall not be entitled to, or have any claim on, such
share or interest:
Provided that
where a society is dissolved the property and the shares of any member who has
been adjudicated in bankruptcy shall
be vested in the trustee in
bankruptcy.
Transfer
of interest on death of
member
17.
(1) On the death of a member, a registered society may transfer the share or
interest of the deceased member to the person nominated
in accordance with the
regulations made in this behalf, or, if there is no person so nominated, to such
person as may appear to the
committee to be the heir or legal representative of
the deceased member, or may pay to such nominee, heir or legal representative,
as the case may be, a sum representing the value of such member's share or
interest, as ascertained in accordance with the regulations
or
by-laws:
Provided that
-
(a) in the case of a society with unlimited liability such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid;
(b) in the case of a society with limited liability, the society may transfer the share or interest of the deceased member to such nominee, heir or legal representative, as the case may be, being qualified in accordance with the regulations and by-laws for membership of the society, or, on his application within 6 months of the death of the deceased member, to any person specified in the application who is so qualified.
(2)
A registered society shall pay all other moneys due to the deceased member from
the society to such nominee, heir or legal representative,
as the case may
be.
(3) All transfers and payments
made by a registered society in accordance with the provisions of this section
shall be valid and effectual
against any demand made upon the society by any
other
person.
Deposits
by or on behalf of
minors
18.
(1) A registered society may receive deposits from or for the benefit of minors
and it shall be lawful for a registered society to
pay such minors the interest
which may become due on such deposits. Any deposits made by a minor may,
together with the interest
accrued thereon, be paid to that minor; and any
deposit made on behalf of a minor may, together with the interest accrued
thereon,
be paid to the guardian of that minor for the use of the
minor.
(2) The receipt of any
minor or guardians for money paid to him under this section shall be a
sufficient discharge of the liability
of the society in respect of that
money.
Register
of
members
19.
Any register or list of members kept by any registered members society shall be
prima
facie evidence of any of the following
particulars entered therein-
(a) the date at which the name of any person was entered in such register or list as a member;
(b) the date at which any such person ceased to be a member.
Proof
of entries in books of
society
20.
(1) A copy of any entry in a book of a registered society regularly kept in the
course of business shall, if certified in such mariner
as may be prescribed by
the regulations, be received in any legal proceeding, civil or criminal, as
prima
facie evidence of the existence of such
entry, and shall be admitted as evidence of the matters, transactions and
accounts therein recorded
in every case where, and to the same extent as, the
original entry itself is
admissible.
(2) No officer of any
such society shall, in any legal proceedings to which the society is not a
party, be compelled to produce any
of the society's books the contents of which
can be proved under subsection (1), or to appear as a witness to prove any
matters,
transactions or accounts therein recorded unless the court for special
reasons so
directs.
Amalgamation
or transfer of
societies
21.
(1) Any 2 or more registered societies may by a resolution passed by a
three-fourths majority of the members present at a special
general meeting of
such society held for the purpose, amalgamate as a single
society:
Provided that no such
resolution may be put to the meeting without the prior approval of the Registrar
in writing and that each member
shall be given a clear 15 days' written notice
of the resolution and the date of the meeting. Such amalgamation may be effected
with
or without any dissolution or division of the funds of the amalgamating
societies or either of them and the resolution of the societies
concerned shall
on such amalgamation be a sufficient conveyance or assignment to vest the assets
and liabilities of the amalgamating
societies in the amalgamated
society.
(2) Any registered
society may by a resolution passed in accordance with the procedure laid down in
subsection (1) transfer its assets
and liabilities to any other registered
society which is prepared to accept them and such resolution shall be a
sufficient conveyance
or assignment to vest the assets and liabilities in the
other society:
Provided that when
any such amalgamation or transfer of its liabilities involves the transfer of
its liabilities by any society to
any other society, it will not be made without
giving 3 months' notice to the creditors of both or all such
societies:
Provided further that
if any creditor of any of the societies concerned objects to such amalgamation
or transfer of assets and liabilities
and gives written notice to that effect to
the society or societies concerned 1 month before the date fixed for such
amalgamation
or transfer the amalgamation or transfer shall not be made until
the dues of such creditor have been
satisfied.
Division
of
societies
22.
(1) Any registered society may, with the approval of the Registrar, by a
resolution passed by a three-fourths majority of the members
present at a
special general meeting of the society held for the purpose, resolve to divide
itself into 2 or more societies, provided
that each member has had 15 clear days
written notice of the resolution and the date of the meeting. The resolution
(hereinafter
in this section referred to as a preliminary resolution) shall
contain proposals for the division of assets and liabilities of the
society
among the new societies in which it is proposed to divide it and may prescribe
the area of operation of, and specify the
members who will constitute, each of
the new societies.
(2) A copy of
the preliminary resolution shall be sent to all the members and creditors of the
society. A notice of the resolution
shall also be given to all other persons
whose interests will be affected by the division of the
society.
(3) Any member of the
society may, notwithstanding any by-law to the contrary, by notice given to the
society within a period of 3
months from his receipt of the resolution, intimate
his intention not to become a member of any of the new
societies.
(4) Any creditor of the
society may, notwithstanding any agreement to the contrary, by notice given to
the society within the said
period intimate his intention to demand a return of
the amount due to him.
(5) Any
other person whose interest will be affected by the division may by notice given
to the society object to the division unless
his claim is
satisfied.
(6) After the expiry of
3 months from the receipt of the preliminary resolution by all the members and
creditors of the society and
of the notice
by other persons given under subsection (2),
another special general meeting of the society, of which at least 15 clear days
notice
shall be given to its members, shall be convened for considering the
preliminary resolution. If at such meeting the preliminary resolution
is
confirmed by a resolution passed by a majority of not less than two-thirds of
the members present, either without changes or with
such changes as in the
opinion of the Registrar are not material, he may, subject to the provisions of
section 7 and of subsection
(9), register the new societies and the by-laws
thereof. On such registration, the registration of the old society shall be
deemed
to have been cancelled and the society shall be deemed to be dissolved
from the date of such
cancellation.
(7) The, opinion of
the Registrar as to whether the changes made in the preliminary resolution are
or are not material shall be final
and no appeal shall lie
therefrom.
(8) At the special
general meeting referred to in subsection (6) provision shall be made by another
resolution for-
(i) repayment of the share capital of all the members who have given notice under subsection (3);
(ii) satisfaction of the claims of all the creditors who have given notice under subsection (4); and
(iii) satisfaction of the claims of such of the other persons who have given notice under subsection (5) as the Registrar decides or securing their claims in such manner as the Registrar directs:
Provided
that no member or creditor or other person shall be entitled to such repayment
or satisfaction until the preliminary resolution
is confirmed as provided in
subsection (6).
(9) If within such
time as the Registrar considers reasonable the share capital of the members
referred to in subsection (8) is not
repaid or the claims of the creditors
referred to in that subsection are not satisfied, or the claims of the other
persons are not
satisfied or secured as provided in paragraph (iii) of that
subsection., the Registrar may refuse to register the new
societies.
(10) The registration
of the new societies shall be a sufficient conveyance or assignment to vest the
assets and liabilities of the
original society in the new societies in the
manner specified in the preliminary resolution as confirmed under subsection
(6).
PART
IV
RIGHTS AND
LIABILITIES OF MEMBERS
Qualification
for
membership
23.
In order to be qualified for membership of a co-operative society a person other
than a registered society, must
(a)
have attained the age of 16 years;
(b)
be resident within or in occupation of land within the society's area of
operations as described by the
by-laws.
Members
not to exercise rights till due payment
made
24.
No member of a registered society shall exercise the rights of a member unless
or until he has made such payment to the society in
respect of membership or
acquired such interest in the society, as may be prescribed by the regulations
or
by-laws.
Restriction
of membership in
society
25.
Except with the sanction of the Registrar, no person shall be a member of more
than one registered society whose primary object is
to grant loans to its
members.
Votes
of
members
26.
No member of any registered society shall have more than one vote in the conduct
of the affairs of the
society:
Provided that in the case
of an equality of votes the Chairman shall have the casting
vote:
Provided further that in the
case of societies of which a registered society is a member that society may
have such voting powers
as are provided in the
regulations.
Representation
by
proxy
27.
A registered society which is a member of any other registered society may
appoint any one of its members or, with the consent of
the Registrar, any other
person as its proxy for the purpose of voting in the conduct of the affairs of
such other registered
society.
Contracts
with society of members who are
minor
28.
The minority of any person duly admitted as a member of any registered society
shall not debar that person from executing any instrument
or giving any
acquittance necessary to be executed or given under this Ordinance or the
regulations made thereunder, and shall not
be a ground for invalidating or
avoiding any contract entered into by any such person with the society; and any
such contract entered
into by any such person with the society, whether as
principal or as surety, shall be enforceable at law or against such person
notwithstanding
his
minority.
No
individual to hold more than one-fifth of share capital of any
society
29.
No member, other than a registered society, shall hold more than one-fifth of
the share capital of any co-operative
society.
Restrictions
on transfer of share or interest
30.
(1) The transfer or charge of the share or interest of a member or past member
or deceased member in the capital of a registered
society shall be subject to
such conditions as to maximum holding as may be prescribed by this Ordinance or
by the regulations.
(2) In the
case of a society registered with unlimited liability, a member shall not
transfer any share held by him or his interest
in the capital of the society or
any part thereof, unless-
(a) he has held such share or interest for not less than 1 year; and
(b) the transfer or charge is made to the society, or to a member of the society, or to a person whose application for membership has been accepted by the committee.
Liability
of past member and estate of deceased member for debts of
society
31.
(1) The liability of a past member for the debts of a registered society as they
existed on the date on which he ceased to be a member
shall not continue for a
period of more than 1 year reckoned from that
date.
(2) The estate of a deceased
member shall not be liable for the debts of the society as they existed on the
date of his decease for
a period of more than 1 year reckoned from the date of
his decease.
PART
V
PROPERTY AND
FUNDS OF REGISTERED SOCIETIES
Loans
made by a registered
society
32.
(1) A registered society shall not, except as provided in section 35, make any
loan to any person other than a
member:
Provided that, with the
consent of the Registrar, a registered society may make loans to another
registered society.
(2) Except
with the permission of the Registrar, a registered society shall not lend money
on the security of any movable property
other than the produce or goods in which
the society is authorised to
deal.
(3) The Minister may, by
general or special order, prohibit or restrict the lending of money on mortgage
of any description of immovable
property by any registered
society.
Deposits
and Loans received by a registered
society
33.
A registered society shall receive deposits and loans from persons who are not
members only to such extent and under such conditions
as may be prescribed by
the regulations or
by-laws.
Restrictions
on other transactions with
non-members
34.
Save as provided in sections 32 and 33, the transactions of a registered society
with persons other than members shall be subject
to such prohibitions and
restrictions as may be prescribed by the
regulations.
Investment
of
funds
35.
A registered society may invest or deposit its funds-
(a) with any bank or person carrying on the business of banking approved for this purpose by the Registrar; or
(b) in any securities issued or guaranteed by a Government under the British Crown; or
(c) with any other registered society approved for this purpose by the Registrar; or
(d) in any other mode approved by the Registrar.
Disposal
of
profits
36.
(1) At least one-fourth of the net profit of every registered society; as
ascertained by the audit prescribed by section 37, shall
be carried to a fund to
be called the general reserve fund, which shall be employed as prescribed by the
regulations; and the remainder
of such profits and any profits of past years
available for distribution may be divided among the members by way of dividend
or bonus,
or allocated to any funds constituted by the society to such extent or
under such conditions as may be prescribed by the regulations
or
by-laws:
Provided that in the case
of a society with unlimited liability, no distribution of profits shall be made
without the general or special
order of the
Minister.
(2) Any registered
society may, with the sanction of the Registrar, after one-fourth of the net
profits in any year has been carried
to the general reserve fund, contribute an
amount not exceeding 10 per cent of the remaining net profits to any charitable
purpose
or to a common-good fund.
PART
VI
AUDIT,
INSPECTION AND INQUIRY
Audit
37.
(1) The Registrar shall audit or cause to be audited by some person authorised
by him by general or special order in writing the
accounts of every registered
society once at least in every
year.
(2) The audit under
subsection (1) shall include an examination of overdue debts, if any, and a
valuation of the assets and liabilities
of the registered
society.
(3) The Registrar and
every other person appointed to audit the accounts of a society shall have power
when necessary-
(a) to summon at the time of his audit any officer, agent, servant or member of the society who he has reason to believe can give material information in regard to any transactions of the society or the management of its affairs; or
(b) to require the production of any book or document relating to the affairs of, or any cash or securities belonging to, the society by the officer, agent, servant or member in possession of such book, document, cash or securities.
Power
of Registrar to inspect societies' books,
etc.
38.
The Registrar, or any person authorised by general or special order in writing
by the Registrar, shall at all times have access to
all the books, accounts,
papers and securities of a registered society, and shall be entitled to inspect
the cash in hand; and every
officer of the society shall furnish such
information in regard to the transactions and working of the society as the
person making
such inspection may
require.
Inquiry
and
inspection
39.
(1) The Registrar may of his own motion, and shall on the application of a
majority of the committee, or of not less than one-third
of the members of a
registered society, hold an inquiry or direct some person authorised by him by
order in writing in this behalf
to hold an inquiry into the constitution,
working, and financial condition of a registered society; and all officers and
members
of the society shall furnish such information in regard to the affairs
of the society and produce the cash in hand and such books,
accounts, papers and
securities of the society as the Registrar or the person authorised by him may
require.
(2) The Registrar shall,
on the application of a creditor of the registered society, inspect or direct
some person authorised by him
in writing in this behalf to inspect the books of
the society, if the applicant-
(a) proves that an ascertained sum of money is then due to him and that he has demanded payment thereof and has not received satisfaction within a reasonable time; and
(b) deposits with the Registrar such sum as security for the costs of the proposed inspection as the Registrar may require.
(3)
The Registrar shall communicate the results of any such inspection to the
creditor and to the society into whose affairs inquiry
has been
made.
(4) Where an inquiry is held
under subsection (1) or an inspection is made under subsection (2), the
Registrar may apportion the costs
or such part of the costs, as he may think
right, between the registered society, the members demanding an inquiry, the
officers
or former officers of the society, and the creditors, if any, on whose
application the inquiry was
made.
(5) Any sum awarded by way
of costs against any society or person under this section may be recovered, on
application to the court
in the place where the registered office of the society
is situated or the person resides or carries on business for the time being,
in
like manner as a fine imposed by the
court.
Dissolution
of the committee of a
society
40.
(1) If the Registrar is of the opinion that the committee of any registered
society is not performing its duties properly he may,
after giving an
opportunity to the committee to state its objections, if any, to its
dissolution, and after considering such objections
at a general meeting of the
society summoned by him, by order in writing-
(a) dissolve the committee; and
(b) direct that the affairs of the society shall be managed and administered by a suitable person or persons appointed as hereinafter provided.
(2)
Every direction under paragraph
(b)
of subsection (1) shall have effect for such period not exceeding 2 years as may
be specified in the order containing such
direction:
Provided that the
Registrar may in his discretion from time to time amend the order for the
purpose of extending the period during
which the direction shall have effect so,
however, that the aggregate period during which the direction shall so have
effect shall
not exceed 4
years.
(3) Where any order is made
under subsection (1) the Registrar shall by the same or a subsequent order
appoint a fit and proper person
or 2 or more such persons to manage and
administer the affairs of the society, and may from time to time remove or
replace any person
so
appointed.
(4) Subject to the
general direction and control of the Registrar, any person or persons appointed
under this section to manage the
affairs of a registered society-
(a) shall have the power to recover the assets and discharge the liabilities of the society and take such other steps as may be necessary in its interests; and
(b) may exercise all the powers, rights and privileges of a duly constituted committee of the society.
(5)
The Registrar may fix the remuneration payable to any person or persons
appointed by him under this section to manage the affairs
of a registered
society; and the amount of such remuneration and other expenses, if any,
incurred in the management of the society
shall be payable from its
funds.
(6) It shall be the duty of
the person or persons appointed under this section to manage the affairs of a
registered society, and
who are holding office immediately prior to the date on
which the direction given under paragraph
(b)
of subsection (1) ceases to have effect, to arrange, prior to the date
aforesaid, for the appointment of a new committee in accordance
with the by-laws
of the society.
(7) No order under
subsection (1) shall be made by the Registrar in respect of any registered
society without the Minister's prior
approval and-
(a) if the society is indebted to the Gilbert Islands Development Authority, except after prior consultation with such Authority, in regard to the dissolution of the committee and to the persons by whom and the manner in which the affairs of the society are to be managed and administered; and
(b) if the society is in receipt of a loan from the National Loans Board, except with the prior approval of the Board.
(8)
Nothing in this section shall be deemed to affect the power of the Registrar to
cancel the registration of the society under section
41.
PART
VII
DISSOLUTION
Dissolution
41.
(1) If the Registrar, after holding an inquiry or making an inspection under
section 39 or on receipt of an application made by three-fourths
of the members
of a registered society, is of the opinion that the society ought to be
dissolved, he may make an order for the cancellation
of the registration of the
society.
(2) Any member of a
registered society may, within 2 months from the date of an order under
subsection (1), appeal from such order
in the prescribed manner to the
Minister.
(3) Where no appeal is
presented within 2 months from the making of an order cancelling the
registration of a society, the order shall
take effect on the expiry of that
period; and where an appeal is presented within 2 months, the order shall not
take effect until
it is
confirmed.
(4) Where the Registrar
makes an order for the cancellation of the registration of a society under
subsection (1) he may make such
further order as he may think fit for the
custody of the books and documents and the protection of the assets of the
society until
the order cancelling registration takes
effect.
(5) No registered society
shall be wound up save by an order of the
Registrar.
Cancellation
of registration of a society due to lack of
membership
42.
The Registrar may, by order in writing, cancel the registration of any
registered society other than a society which includes among
its members one or
more registered society, if at any time it is proved to his satisfaction that
the number of the members has been
reduced to less than 10, and every such order
shall take effect from the date
thereof.
Effect
of cancellation of
registration
43.
Where the registration of a society is cancelled by an order under section 41 or
under section 42 the society shall cease to exist
as a corporate body from the
date on which the order takes effect, hereinafter referred to as the date of
dissolution:
Provided that any
privileges conferred on the society by or under sections 14, 15, 16 and 17 shall
be deemed to be vested in any liquidator
appointed for that society by the
Registrar.
Liquidation
after cancellation of registration of
society
44.
Where the registration of a society is cancelled under section 41 or section 42
the Registrar may appoint one or more of persons
to be, subject to his direction
and control, the liquidator or liquidators of the
society.
Liquidator's
powers
45.
(1) A liquidator appointed under section 44 shall, subject to the guidance and
control of the Registrar and to any limitations imposed
by the Registrar by
order under section 46 have power to-
(a) determine from time to time the contribution to be made by members and past members or by the estate of deceased members of the society to its assets;
(b) appoint a day by notice before which creditors whose claims are not already recorded in the books of the society shall state their claims for admission or be excluded from any distribution made before they have proved them;
(c) decide any question of priority which arises between creditors;
(d) refer disputes to arbitration and institute and defend suits and other legal proceedings on behalf of the society by his name or office;
(e) decide by what persons and in what proportions the costs of liquidation are to be borne;
(f) give such directions in regard to the collection and distribution of assets as may be necessary in the course of winding up the society;
(g) compromise any claim by or against the society provided the sanction of the Registrar has first been obtained;
(h) call such general meetings of members as may be necessary for the proper conduct of the liquidation;
(i) take possession of the books, documents and assets of the society;
(j) sell the property of the society;
(k) carry on the business of the society so far as may be necessary for winding it up beneficially:
Provided that nothing herein contained shall entitle the liquidator of a credit society to issue any loan; and
(l) arrange for the distribution of the assets of the society in a convenient manner when a scheme of distribution has been approved by the Registrar.
(2)
Subject to such regulations as may be read in this behalf, any liquidator
appointed under this Ordinance shall in so far as such
powers are necessary for
carrying out the purposes of this section, have power to summon and enforce the
attendance of parties and
witnesses and to compel the production of documents by
the same means and so far as may be in the same manner as is provided in the
case of a civil
court.
Powers
of Registrar to control
liquidation
46.
A liquidator shall exercise his powers subject to the control and revision of
the Registrar, who may-
(a) rescind or vary any order made by a liquidator and make whatever new order is required;
(b) remove a liquidator from office;
(c) call for all books, documents and assets of the society;
(d) by order in writing limit the powers of a liquidator under section 45;
(e) require accounts to be rendered to him by the liquidator;
(f) procure the auditing of the liquidator's accounts and authorise the distribution of the assets of the society;
(g) make an order for the remuneration of the liquidator; or
(h) refer any subject of dispute between a liquidator and any third party to arbitration if that party shall have consented in writing to be bound by the decision of the arbitrator.
Enforcement
of
order
47.
(1) The decision of an arbitrator on any matter referred to him under section 46
shall be binding upon the parties, and shall be
enforceable in like manner as an
order made by the Registrar under that
section.
(2) An order made by a
liquidator or by the Registrar under section 45 or section 46 may be enforced by
the court having jurisdiction
over the place where the registered office of the
society is situated in like manner as a decree of the
court.
Limitation
of the jurisdiction of the civil
court
48.
Save in so far as is hereinbefore expressly provided, no civil court shall have
any jurisdiction in respect of any matter concerned
with the dissolution of a
registered society under this
Ordinance.
Closure
of
liquidation
49.
(1) In the liquidation of a society whose registration has been cancelled, the
funds, including the general reserve fund, shall be
applied first to the costs
of liquidation, then to the discharge of the liabilities of the society, then to
the payment of the share
capital and then, provided the by-laws of the society
permit, to the payment of a dividend at a rate not exceeding 10 per cent per
annum for any period for which no disposal of profits was
made.
(2) When the liquidation of
a society has been closed and any creditor of the society has not claimed or
received what is due to him
under the scheme of distribution, notice of the
closing of the liquidation shall be published in the manner provided for
subsidiary
legislation and in such other manner as the Registrar may require;
and all claims against the funds of the society liquidated shall
be proscribed
when 2 years have elapsed from the date of the
publication.
(3) Any surplus
remaining after the application of the funds to the purposes specified in
subsection (1) and the payment of any claims
for which an action is instituted
under subsection (2) shall be available for use by the Registrar for any
co-operative purpose at
his discretion.
PART
VIII
SURCHARGE AND
ATTACHMENT
Power
of Registrar to surcharge officers, etc., of a registered
society
50.
(1) Where, in the course of the winding up of a registered society, it appears
that any person who has taken part in the organisation
or management of such
society or any past or present officer of the society has misapplied or retained
or become liable or accountable
for any money or property of such society or has
been guilty of misfeasance or breach of trust in relation to such society, the
Registrar
may, on the application of the liquidator or of any creditor or
contributory, examine into the conduct of such person and make an
order
requiring him to repay or restore the money or property or any part thereof with
interest at such rate as the Registrar thinks
just or to contribute such sum to
the assets of such society by way of compensation in regard to the
misapplication, retainer, dishonesty
or breach of trust as the Registrar thinks
just.
(2) This section shall apply
notwithstanding that the act is one for which the offender may be criminally
responsible.
Appeal
to
Minister
51.
Any person aggrieved by any order of the Registrar made under section 50 may
appeal to the Minister within 21 days from the date
of such order and the
decision of the Minister shall be final and conclusive.
PART
IX
DISPUTES
Settlement
of
disputes
52.
(1) if any dispute touching the business of a registered society
arises-
(a) among members, past members and persons claiming through members, past members and deceased members; or
(b) between a member, past member, or person claiming through a member, past member or deceased member, and the society, its committee, or any officer of the society; or
(c) between the society or its committee and any officer of the society; or
(d) between the society and any other registered society,
such
dispute shall be referred to the Registrar for decision; and a claim by a
registered society for any debt or demand due to it
from a member, past member
or the nominee, heir or legal representative of a deceased member, shall be
deemed to be a dispute touching
the business of the society within the meaning
of this subsection.
(2) The
Registrar may on receipt of a reference under subsection (1)-
(a) decide the dispute himself; or
(b) refer it for disposal to an arbitrator or arbitrators.
(3)
Any party aggrieved by the award of the arbitrator or arbitrators may appeal
therefrom to the Registrar within such period and
in such manner as may be
prescribed.
(4) A decision of the
Registrar under subsection (2) or under subsection (3) shall be final and shall
not be called in question in
any civil
court.
(5) The award of the
arbitrator or arbitrators under subsection (2) shall, if no appeal is referred
to the Registrar under subsection
(3), or if any such appeal is abandoned or
withdrawn, be final and shall not be called in question in any civil court and
shall be
enforced in the same manner as if the award had been a judgment of a
civil
court.
Case
stated on question of
law
53.
Notwithstanding anything contained in the last foregoing section, the Registrar
at any time when proceeding to a decision under this
Ordinance, or the Minister
at any time when an appeal has been referred to him against any decision of the
Registrar under this Ordinance,
may refer any question of law arising out of
such decision for the opinion of a judge, whose opinion given on such question
shall
be final and conclusive.
PART
X
REGULATIONS
Regulation
54.
(1) The Minister may make all such regulations as may be necessary for the
purpose of carrying out or giving effect to the principles
and provisions of
this Ordinance.
(2) In particular
and without prejudice to the generality of the power conferred by subsection
(1), such regulations may-
(a) prescribe the forms to be used, the fees to be paid and the conditions to be complied with in applying for the registration of a society and the procedure in the matter of such applications;
(b) prescribe the conditions to be complied with by persons applying for admission or admitted as members, and provide for the election and admission of members from time to time, and the payment to be made and interest to be acquired before exercising rights of membership;
(c) subject to section 29, prescribe the maximum number of shares or portion of the capital of a registered society which may be held by a member;
(d) prescribe the extent to which a registered society may limit the number of its members;
(e) provide for the withdrawal and expulsion of members and for the payments to be made to members who withdraw or are expelled and for the liabilities of past members;
(f) provide for general meetings of the members and for the procedure at such meetings and the powers to be exercised by such meetings;
(g) provide for the appointment, suspension and removal of the members of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers;
(h) prescribe the matters in respect of which a society may or shall make by-laws and for the procedure to be followed in making, altering and rescinding by-laws, and the conditions to be satisfied prior to such making, alteration or rescission;
(i) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;
(j) prescribe the conditions to be observed by a registered society applying for financial assistance from Government;
(k) prescribe the payments to be made, the conditions to be complied with, and the forms of the bonds, instruments or other documents to be executed, by members applying for loans or cash credits, the period for which loans may be made or credits granted, and the maximum amount which may be lent and the maximum credit which may be allowed to individual members with or without the consent of the Registrar;
(l) provide for the mode in which the value of a deceased member's interest shall be ascertained, and for the nomination of a person to whom such interest may be paid or transferred;
(m) provide for the mode in which the value of the interest of a member who has become of unsound mind and incapable of managing himself or his affairs shall be ascertained and for the nomination of any person to whom such interest may be paid or transferred;
(n) provide for the formation and the maintenance of reserve funds, and the objects to which such funds may be applied, and for the investment of any funds under the control of any registered society;
(o) prescribe the conditions under which profits may be distributed to the members of a society with unlimited liability and the maximum rate of dividend which may be paid by societies;
(p) prescribe the accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet showing the assets and liabilities of a registered society;
(q) provide for the audit of the accounts of registered societies and for the charges, if any, to be made for such audit, and provide for the levy of contributions from all or any registered societies to a fund to be used for the audit and supervision of existing societies and co-operative propaganda and prescribe for the administration of such a fund;
(r) prescribe the returns to be submitted by registered societies to the Registrar, and the persons by whom and the form in which the same are to be made;
(s) provide for the persons by whom, and the form in which, copies of entries in books of registered societies may be certified;
(t) provide for the formation and maintenance of a register of members and, where the liability of members is limited by shares, a register of shares;
(u) provide for the inspection of documents and registers at the Registrar's office and the fees to be paid therefor and for the issue of copies of such documents or registers;
(v) prescribe the manner in which any question as to the breach of any by-law or contract relating to the disposal of produce to or through a society may be determined, and the manner in which the liquidated damages for any such breach may be ascertained or assessed;
(w) prescribe the mode of appointing an arbitrator or arbitrators and the procedure to be followed in proceedings before the Registrar or such arbitrator or arbitrators;
(x) prescribe the procedure to be followed by a liquidator appointed under section 44;
(y) prescribe the forms to be used, the fees to be paid, the procedure to be observed and all other matters connected with or incidental to the presentation, hearing and disposal of appeals under this Ordinance or the regulations.
PART
XI
MISCELLANEOUS
Recovery
of sums due to
Government
55.
(1) All sums due from a registered society or from an officer or member or past
member of a registered society as such to the Government
may be recovered in the
manner provided for the recovery of debts due to the Government under the law
for the time being in force.
(2)
Sums due from a registered society to the Government and recoverable under
subsection (1) may be recovered, first from the property
of the society;
secondly, in the case of a society of which the liability of members is limited,
from the members subject to the
limit of their liability; and thirdly, in the
case of other societies, from the
members.
Special
power of Minister to exempt societies from provisions of requirements as to
registration
56.
Notwithstanding anything contained in this Ordinance the Minister may by order
in each case and subject to such conditions as he
may impose, exempt any society
from any of the requirements of this Ordinance as to
registration.
Special
power of Minister to exempt societies from
Ordinance
57.
The Minister may by order exempt any registered society or class of societies
from any of the provisions of this Ordinance, or may
direct that such provisions
shall apply to any society or class of societies with effect from such date or
with such modifications
as may be specified in the
order.
Power to
exempt from stamp duty and registration
fees
58.
The Minister by notification in the
Gazette
may, in the case of any registered society or class of registered societies,
remit -
(a) the stamp duty with which, under any law for the time being in force, instruments executed by or on behalf of a registered society, or by an officer or member, and relating to the business of such society, or any class of such instruments are respectively chargeable; or
(b) any fee payable under the law of registration for the time being in force.
Prohibition
of the use of the word
"co-operative"
59.
(1) No person other than a registered society shall trade or carry on business
under any name or title of which the word "co-operative"
is part without the
sanction of the Minister:
Provided
that nothing in this section shall apply to the use by person or his successor
in interest of any name or title under which
he traded or carried on business at
the commencement of this
Ordinance.
(2) Any person who
contravenes the provisions of this section shall be liable on summary conviction
to a fine of $10, and in the case
of a continuing offence to a further fine not
exceeding $2 for each day during which the offence
continues.
Punishment
of fraud or
misappropriation
60.
If any person obtains possession by false representation or imposition of any
property of a society, or having the same in his possession
withholds or
misapplies the same, or wilfully applies any part thereof to purposes other than
those expressed or directed in the
rules of the society, and authorised by this
Ordinance, he shall on the complaint of the society, or of any member authorised
by
the society, or the committee thereof, or of the Registrar or any assistant
registrar by his authority, be liable on summary conviction
to a fine of $40
with costs, and to be ordered to deliver up all such property or to repay all
moneys applied improperly, and in
default of such delivery or repayment or of
the payment of such fine to be imprisoned for 3 months, but nothing in this
section shall
prevent any such person from being proceeded against for an
indictable offence if not previously convicted of the same offence under
this
Ordinance.
Formation
of proposed
societies
61.
(1) No person shall collect moneys in the nature of subscriptions for the
purpose of the formation of a society to be registered
under this Ordinance
without first obtaining the permission in writing of the
Registrar.
(2) Any person who
contravenes this section shall be liable on summary conviction to a fine of $20
and to imprisonment for 3
months.
Special
members of committees of secondary
societies
62.
(1) Notwithstanding any other provision of this Ordinance, the Minister may in
accordance with this section appoint special members
to the committee of any
secondary society if the society is in receipt of financial assistance from the
Government or if the Minister
considers such appointments to be necessary in the
interests of the national
economy.
(2) Special members
appointed under this section-
(a) shall be appointed from among persons who in the opinion of the Minister possess suitable academic or professional qualifications or sufficient experience in business, trade or commerce or a co-operative movement to enable them properly to discharge their functions; and
(b) may be appointed from among persons who are not members of any registered society.
(3)
The number of special members appointed to a committee under this section shall
not exceed one-third of the number of ordinary
members including the chairman of
the committee.
(4) For the
purposes of this section a society shall be deemed to be in receipt of financial
assistance from the Government if-
(a) within the immediately preceding 3 years the society has received any grant of money from the Government; or
(b) any money has been lent to the society by the Government and the loan has not been repaid; or
(c) any loan made to the society has been guaranteed by the Government and either the guarantee is still outstanding or the guarantee has been honoured by the Government and the society has not paid to the Government all sums (including interest, if any, thereon) paid by the Government under the terms of the guarantee.
(5)
In this section "secondary society" means a registered society the members of
which are registered
societies.
Tenure
of office and powers of special
members
63.
(1) A special member of a committee appointed under section 62 shall remain a
member of the committee until his appointment is terminated
by the Minister.
(2) Where the Minister has
appointed special members to a committee under section 62 any such special
member may require in writing
that any decision taken by the committee shall not
have effect until the approval of the Minister has been obtained and, where any
such requirement is made in respect of any such decision, the decision shall be
of no force or effect and shall not in any way be
acted upon until the Minister
has signified his approval
thereof.
(3) In addition to the
power conferred by subsection (2), a special member appointed to a committee
under section 62 shall, unless
the Minister otherwise directs, have all the
powers had by the Ordinary members of that
committee.
Certain
Ordinances not to apply
Cap. 11
Cap.
97
64.
The provisions of the Companies Registration Ordinance and the Trade Unions
Ordinance shall not apply to a registered
society.
Penalty
for non-compliance with certain provisions
65. (1)(a) Any registered society or an officer or a member thereof, wilfully neglecting or refusing to do any act or to furnish any information required for the purposes of this Ordinance by the Registrar or other persons duly authorised by him in this behalf; or
(b) any person wilfully or without any reasonable excuse disobeying any summons, requisition or lawful written order issued under the provisions of this Ordinance, or failing to furnish any information lawfully required from him by a person authorised to do so under the provisions of this Ordinance, shall be guilty of an offence under this Ordinance.
(2)
Every offence referred to in subsection (1) shall be punishable with a fine of
$200.
Saving
16
of
1940
66.
Any Co-operative Society registered under the Native Co-operative Societies
Ordinance 1940 before the 1st September 1952 in accordance
with the provisions
of that Ordinance shall be deemed to be a registered society in accordance with
the provisions of this Ordinance.
----------------------------------
SUBSIDIARY LEGISLATION
[Subsidiary]
Regulations
under section 54
CO-OPERATIVE SOCIETIES REGULATIONS
G.N.
68/52
G.N.
133/54
G.N.
155/60
L.N. 37/64
L.N.
24/66
8 of
1968
Citation
1. These Regulations may
be cited as the Co-operative Societies Regulations.
Register of Societies
2. The Registrar shall
keep or cause to be kept at his office a Register to be called the "Register of
Societies" wherein shall be
entered particulars relating to the registration of
societies and their by-laws.
3.
All original entries in the Register of Societies shall be made by, or under the
direction of, the Registrar and shall be signed
by
him.
4. Every alteration,
interlineation or erasure in the Register of Societies shall be initialled by
the Registrar.
5. The Register of
Societies shall be open to inspection by the public at all reasonable times and
free of charge.
Application for Registration of Societies
6. (1) Every application
for the registration of a society shall be submitted to the Registrar in the
form required by him.
(2) 3 copies
of the by-laws which the society proposes to adopt shall be submitted together
with the application.
Registration
7. Where the Registrar
decides to register a proposed society the society and its by-laws shall be
registered in the Register of
Societies.
8. Upon the
registration of a society the Registrar shall forward to the society, free of
charge-
(a) a certificate of registration;
(b) a copy of the by-laws of the society as approved by him and certified under his hand as having been approved by him;
(c) a copy of the Ordinance and of the regulations in English.
9.
When the Registrar refuses to register a society or its by-laws he shall record
in writing the reasons for doing so.
Register of Members and Books and Accounts
10. Every registered
society shall keep a Register to be called the "Register of Members" wherein
shall be entered-
(a) the name, address and occupation of each member and a statement of the shares, if any, held by him;
(b) the date on which each member's name was entered in the register;
(c) the date on which any member ceased to be a member; and
(d) the nominee, if any, appointed under regulation 18.
11.
(1) Every registered society shall keep such accounts and shall use such books
as may from time to time be prescribed by the
Registrar.
(2) The Registrar may
by order in writing direct any registered society-
(a) to cause such accounts and books as may be specified in the order to be written up to date as he may determine; and
(b) to send any return which he may require in such form and within such time as may be specified in the order.
(3)
If any registered society fails to comply with an order under paragraph (2), the
Registrar may have the accounts and books written,
and the returns prepared, by
himself or any officer subordinate to
him.
(4) Where the accounts and
books of any registered society have been written, and the returns have been
prepared by any officer authorised
by the Registrar, the Registrar shall
determine the amount payable for such work and call upon the society to pay such
amount; and
if the society fails to do so, such amount shall be recovered by the
Registrar.
Membership
12. (1) No registered
society shall fix any limit to the number of its
members.
(2) The election and
admission of members to a registered society, other than original members, shall
be in such manner and on such
conditions as the by-laws shall
prescribe.
13. A member may
withdraw from a registered society by giving written notice to the secretary,
but such withdrawal shall be without
prejudice to section
31(1).
14. If a member acts in
contravention of the regulations or by-laws or acts in any way detrimental to
the interests of the registered
society, such member may be expelled by a vote
of two-thirds of the members present at a general meeting upon a charge
communicated
to him in writing by the committee not less than 1 week before the
meeting. Such expulsion shall, however, be without prejudice to
section
31(1).
15. Any member who loses
any of the qualifications for membership prescribed by the Ordinance or the
regulations or the by-laws shall
cease to be a member of the registered society,
and the committee shall cause his name to be struck off the Register of Members
without
prejudice to any liabilities of such person under section
31(1).
Purchase by society of shares from members and repayment of money paid towards purchase of shares
16. (1) Unless the
Registrar otherwise in writing directs, every registered society having limited
liability which has issued shares
to obtain funds shall form and maintain a
fund, which shall be known as the share transfer fund, to meet expenditure which
may be
incurred by such society in purchasing the shares of members whose
membership has terminated with the consent of the committee. Such
fund shall be
formed from moneys allocated to it by the society from that part of the net
surplus of the society remaining after
the carrying into the general reserve
fund of the proportion of its net surplus for any period as required under
section 36(1).
(2) No payment from
the share transfer fund shall be made for the purchase of the shares of any
member whose membership has terminated
without the consent of the
committee.
(3) No purchase of the
shares of a member whose membership has terminated by reason of any cause other
than death shall be made by
any such society as aforesaid except with moneys
then available in the share transfer fund and the prior consent in writing of
the
Registrar under paragraph (6) to such purchase having been first had and
obtained.
(4) The amount standing
to the credit of the share transfer fund shall include the value of any
unallocated shares purchased from
members under the foregoing provisions of this
regulation and such amount shall at no time exceed 10 per cent of the subscribed
share
capital of the society.
(5)
The shares of members purchased under the preceding provisions of this
regulation shall be re-issued before any new allocation
of shares is
made.
(6) It shall be in the
entire discretion of the Registrar to give, or to refuse to give, his consent
under paragraph (3) to any intended
purchase. His decision to give, or not to
give, such consent shall be final and conclusive and he shall not be called upon
or obliged
to ascribe any reasons therefor. Such consent as aforesaid may be
given either generally or in respect of any particular transaction
and may be
given either unconditionally or subject to such conditions as the Registrar, in
his discretion, may see fit to
impose.
(7) Subject to any other
provisions of the Ordinance for the time being in force, and to the preceding
provisions of this regulation,
no member withdrawing, removed or expelled from
any registered society having limited liability and holding deposits or loans
from
non-members shall be entitled to any repayment by such society of any money
paid by him to the society towards the purchase of its
shares.
Control of transactions
17. The Registrar shall
have power to prohibit or restrain transactions of any registered society with
any persons who are not members
of the society if the Registrar is of the
opinion that such transactions are opposed to co-operative principles or involve
an abuse
of any of the privileges accorded to registered societies or involve an
evasion of income tax or a breach of any rules or orders
of
Government.
Nominees
18. (1) Every appointment
of a nominee by any member of a registered society for the purpose of section 17
shall be made in writing
signed by the member in the presence of 2 attesting
witnesses.
(2) No member of a
registered society with share capital shall be entitled to appoint more than 1
nominee unless that member holds
more than 1
share.
(3) In any case where more
than 1 nominee is appointed by any member, the number of shares to be
transferred, or the exact proportions
of the amount available that is to be
transferred, to each of these nominees shall be specified at the time of the
appointment.
(4) Every appointment
of a nominee shall be recorded in the Register of
Members.
(5) For the purpose of a
transfer to a nominee the value of any share or interest shall be represented by
the sum actually paid for
that share or interest by the member holding it unless
the by-laws of the registered society otherwise
provide.
(6) Where any money is
paid to a nominee who is a minor, a receipt given either by the minor or his
guardian shall be sufficient discharge
to the registered society.
Division of Profits
19. (1) Unless otherwise
authorised by the Minister under section 36(1), no dividend or payment on
account of profits shall be made
by a society registered with unlimited
liability until the general reserve fund has reached a proportion of not less
than one-tenth
of the society's total
liabilities.
(2) No registered
society shall pay a dividend if the rate of interest on loans granted by it to
its members exceeds 12 per cent per
annum.
(3) No registered society
shall pay a dividend on share capital exceeding 5 per cent per annum on the
capital actually paid up.
(4) Upon
the auditing of the accounts of any registered society for any period under
section 37 (1) and the carrying of one-fourth
part of the net surplus for such
period as shown in such accounts into general reserve as required by section
36(1), the net balance
of such surplus may after the payment therefrom of any
such dividend on share capital as shall be determined under these Regulations
and the making of such other provision as may be necessary for the proper
conduct of the society, be divided, where such society
is a society which has
among its principal functions trading or dealing in goods of any kind, amongst
the members thereof as a bonus
or rebate in proportion to the value of business
each member has transacted with the society during the period in question or,
where
such society is not a society as aforesaid, be distributed as a bonus on
the wages or the value of the products of each member, or
may be devoted to
reducing the cost of services to
members.
(5) The Registrar or an
assistant registrar may prohibit a registered society from making a loan or
supplying goods or services to
any person or paying a bonus or distributing any
part of its accumulated funds without an authorisation in writing by the
Registrar
or assistant registrar. This power may not be declare the Registrar or
assistant registrar.
Maximum Liability
20. (1) Every registered
society shall, from time to time, fix at a general meeting the maximum liability
it may incur in loans or
deposits whether from members or
non-members.
(2) The maximum so
fixed shall be subject to the sanction of the Registrar, who may at any time
reduce it. No registered society shall
receive loans or deposits which will make
its liability exceed the limit sanctioned by the Registrar.
General Meetings
21. The supreme authority
in a registered society shall be vested in the general meeting of members at
which every member has a right
to attend and vote on all questions. Subject to
the provisions of sections 26 and 27, each member shall have 1 vote only which
shall
be exercised in person and not by
proxy.
22. The first general
meeting of members shall have the same powers as are given to the annual general
meeting, and shall be held
immediately or not later than 1 month after the
receipt of the certificate of registration of the society.
Annual General Meeting
23. The annual general
meeting of members shall be convened by the committee not later than 1 month
after the report on the audit
of the accounts of the registered society by the
Register or person authorised by him is received by the committee, and at least
8 days' notice shall be given before any such general meeting is
held:
Provided that the Registrar
may at any time after the audit of the accounts has been completed convene the
annual general meeting
which shall proceed as if it had been convened by the
committee.
24. The functions of
the annual general meeting shall be -
(a) to confirm the minutes of the previous annual meeting and of any intervening special general meeting;
(b) to consider the reports of the committee and the balance sheet together with the report on the audit of the accounts of the registered society for the previous year as prepared by the Registrar or the person authorised by him;
(c) to approve the accounts, or, if the accounts are not approved, to cause the secretary to notify the Registrar who shall consider the matter and make his decisions thereon, and such decision as to the correctness of the accounts shall be final and conclusive;
(d) to decide upon the manner in which any moneys available for utilisation in accordance with regulation 19(4) shall be dealt with;
(e) to fix, or make any necessary alterations to, the amount of maximum liability required to be fixed by regulation 20 (1);
(f) to appoint by election the members of the committee of the society (including a chairman and vice-chairman of such committee) and to elect any person who is to represent the society at any meeting of any other co-operative society, body or persons;
(g) to approve any estimates of income and expenditure for the ensuing year proposed to be forwarded to the Registrar in fulfilment of any requirement made under regulation 41(c);
(h) to hear and decide upon any complaints brought by members aggrieved by a decision of the committee:
Provided that notice of such complaints to be brought before the meeting has been given to the secretary at least 2 days prior to the meeting; and
(i) to transact any other general business of the registered society.
Special General Meeting
25. A special general
meeting of members may be convened at any time by the committee; and on receipt
of a demand stating the object
of the proposed meeting signed by not less than
one-fifth of the members of the registered society, if such society is composed
of
less than 100 members, or by 25 members if such society consists of 100 or
more members, it shall be the duty of the chairman of
the committee to convene
such a meeting giving 8 days' notice. If the chairman of the committee fails to
convene a meeting within
14 days from the receipt of a demand as aforesaid the
members applying for such a meeting will have the right to convene the meeting
by notice which must contain the object of the proposed meeting and a statement
to the effect that the meeting is convened on the
failure of the chairman of the
committee to convene the meeting
demanded:
Provided that the
Registrar or a person authorised by him may at any time summon a special general
meeting of the registered society
in such manner and at such time and place as
he may direct. He may also direct what matters shall be discussed at the
meeting. Such
meeting shall have all the powers of a meeting called according to
the regulations.
Quorum at General Meetings
26. (1) The quorum at
general meetings of registered societies shall be as prescribed in the by-laws
of the society:
Provided that when
a meeting is convened by the Registrar, any members present at such a meeting
may, if the Registrar, in his discretion,
shall so decide, be deemed to form a
quorum.
(2) If within 1 hour after
the time fixed for any meeting, other than a meeting convened by the Registrar,
the members present are
not sufficient to form a quorum, such meeting shall be
considered as dissolved if convened on the demand of members; in all other
cases
it shall stand adjourned to the same day in the next week at the same time and
place and a notice to that effect shall be posted
by the secretary within 24
hours, and if at the adjourned meeting a quorum is not present within 1 hour
from the time appointed for
the meeting, the members present shall form a
quorum.
Chairman of General Meetings
27. (1) At all general
meetings of the society, the chairman of the committee or, if he is absent or
unwilling to preside, the vice-chairman,
if any, of the committee shall preside.
In the event of both the chairman and the vice-chairman being absent or
unwilling to preside,
any other person elected for the purpose by the majority
of members present shall preside at such
meeting:
Provided that the
Registrar or a person appointed by him may preside at any meeting convened by,
or on the demand of, the
Registrar.
(2) The secretary or in
his absence any other person nominated in writing by the chairman shall act as
secretary at the meeting. The
chairman, if necessary, may nominate other
officers to assist at the
meeting,
(3) The chairman may by
the decision of the meeting adjourn the meeting from time to time and from place
to place, but no business
shall be transacted at any meeting so adjourned other
than the business left unfinished at the meeting from which the adjournment
took
place.
(4) The chairman shall have
the right to order the closure of a discussion and put the matter to the
vote.
Voting at Meetings
28. Any question submitted
to the decision of the members present at a meeting, unless otherwise dealt with
in the regulations, shall
be decided by a majority of
votes.
29. (1) At any meeting a
resolution put to the vote shall be decided on a show of hands unless voting by
call of names or a ballot
is demanded by at least 5 of the members present
before the declaration of the result of the show of hands, and in such case
voting
by call of names or a ballot shall be taken as the case may
be.