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[F.A.Q.]
Vanuatu Consolidated Legislation |
Commencement: 20 July 1987
LAWS
OF THE REPUBLIC OF
VANUATU
REVISED
EDITION 1988
CHAPTER 152
Act
24 of 1982ARRANGEMENT OF SECTIONS
SECTION
PART
I
Preliminary
1.
Interpretation
PART
II
Registration
2. Appointment
of registrar and assistant
registrars
3. Societies which may be
registered
4. Condition of
registration and name of registered
society
5. Application for
registration
6. Probationary
societies
7. Registration
8. Societies
to be bodies corporate
9. Evidence of
registration
PART
III
Duties and
Privileges of Societies
10. Amendment
of by-laws
11. Address of
society
12. Copy of Act, Rules,
by-laws, etc., to be open to
inspection
13. Disposal of produce to
or through a 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
Qualification
and Rights of Members
23. Qualification
for membership
24. Members not to
exercise rights until due payment
made
25. Restriction of
membership
26. Votes of
members
27. Representation by
proxy
28. No individual to hold more
than one-fifth of share capital of any
society
29. Restriction on transfer of
share or interest
PART
V
Property and
Funds of Registered Societies
30. Loans
made by a registered
society
31. Deposits and loans
received by a registered
society
32. Restrictions on other
transactions with
non-members
33. Investment of
funds
34. Disposal of
profits
PART
VI
Annual Returns,
Audit and Inquiry
35. Annual
returns
36. Audit
37. Power
of registrar to inspect societies' books
etc.
38. Inquiry and
Inspection
PART
VII
Dissolution of
a Registered Society
39. Cancellation
of registration of society
40. Appeal
against order to cancel
registration
41. Effect of
cancellation
42. Liquidation of
society
43. Liquidator's
powers
44. Power of registrar to
control liquidation
45. Enforcement of
order
46. Closure of
liquidation
47. Liability of members
on dissolution
PART
VIII
Surcharge and
Attachment
48. Registrar
may order repayment or restoration of property due to a
society
49. Attachment of
property
50. Appeal against order
under section 49
PART
IX
Determination of
Disputes
51. Determination
of disputes
52. Case stated on
question of law
PART
X
Rules
53.
Rules
PART
XI
Miscellaneous
54. Powers
to exempt any society from requirements as to
registration
55. Power to exempt
societies from provisions of the
Act
56. Power to exempt from stamp
duty and registration
fees
57. Provision for school
co-operatives
58. Dissolution of
committee
59. Special committee
members of national and secondary
societies
60. General offences by
societies etc.
61. Offences by
societies to be also offences by officers
etc.
62. Punishment of fraud or
misappropriation
63. Restriction of
the use of the word
"co-operative"
64. Continuing
offences
SCHEDULE-Matters to be
provided for in society's by-laws
-----------------------------------------------------------
CO-OPERATIVE SOCIETIES
To
make provision for the formation, registration and regulation of co-operative
societies and for other matters connected therewith.
PART
I
PRELIMINARY
INTERPRETATION
1. In
this Act, unless the context otherwise requires-
"by-laws" means the registered by-laws of a society;
"committee" means the governing body, by whatever name called, 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 by-laws to give directions in regard to the business of a registered society;
"registered society" means a co-operative society registered under this Act;
"registrar" means the Registrar of Co-operative Societies appointed under section 2 of this Act.
PART
II
REGISTRATION
APPOINTMENT
OF REGISTRAR AND ASSISTANT
REGISTRARS
2. The Minister may
appoint a person to be Registrar of Co-operative Societies and may appoint
persons to assist the registrar, and
may, by order, confer on any such person
all or any of the powers of the registrar under this
Act.
SOCIETIES
WHICH MAY BE REGISTERED
3. Subject
to this Act any society for carrying on any industry, business or trade in
accordance with co-operative principles may
be registered under this
Act.
CONDITION
OF REGISTRATION AND NAME OF REGISTERED
SOCIETY
4. (1) No society shall be
registered unless-
(a) it consists of not less than seven persons each of whom is qualified to be a member in accordance with section 23; or
(b) at least one of its members is a registered society.
(2)
The word "co-operative" shall form part of the name of every registered
society.
(3) The word "limited"
shall be the last word in the name of a registered
society.
(4) No society shall be
registered under a name which in the opinion of the registrar is
undesirable.
(5) When for the
purposes of this Act a question arises as to the qualification of any person to
be a member of a registered society,
such question shall be decided by the
registrar whose decision shall be
final.
APPLICATION
FOR REGISTRATION
5. (1) For the
purposes of registration an application shall be made to the
registrar.
(2) The application
shall be made in a prescribed form and shall be signed-
(a) in the case of a society of which no member is a registered society by at least seven persons qualified to be members in accordance with section 23 of this Act; and
(b) in the case of a society of which all members are registered societies, by a duly authorised person on behalf of every such registered society;
(c) in the case of a society whose membership consists of one or more registered societies and other members, by a duly authorised person on behalf of every such registered society and by seven such other members, or where there are less than seven 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. The by-laws of a society
shall contain provision in respect of the
matters specified in the Schedule to this
Act.
PROBATIONARY
SOCIETIES
6. (1) If the Registrar
does not see fit to register a society he may, by notice in writing (hereinafter
referred to as a notice of
deferment), defer registration of that society
subject to its compliance with such conditions as shall be specified by the
registrar
in that notice.
(2) The
registrar shall transmit the notice of deferment to the persons by whom or on
whose behalf application for registration is
made.
(3) A notice of deferment
shall, subject to this section and to any conditions specified in the notice,
entitle the society in respect
of which it is issued to operate as a registered
society.
(4) A society entitled to
operate as a registered society under subsection (3) above shall be termed a
probationary society and shall,
while entitled to operate as such, be deemed to
be a body corporate 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 purposes of
its constitution.
The liability of a probationary society shall be
limited.
(5) Upon the registration
of a probationary society under section 7, its certificate of registration shall
supersede its notice of
deferment which thereafter shall cease to have effect
and the society shall be deemed for all purposes to have been registered from
the date on which its notice of deferment was issued by the
registrar.
(6) The registrar may,
in his discretion, cancel a notice of deferment in writing addressed to the
probationary society concerned
and shall so cancel a notice of deferment on the
expiry of 2 years from the date thereof if the society is not by then qualified
for registration; such cancellation shall, from the date thereof, operate as a
refusal to register the society for the purposes of
section
7:
Provided that such cancellation
shall not affect the validity of any transaction entered into or with the
society while its notice
of deferment was in
force.
(7) Where the notice of
deferment of a probationary society is cancelled under subsection (6) the
registrar may appoint a person to
be liquidator of the
society.
(8) Sections 10(3) and
10(5) and 39 to 42 (inclusive) shall not apply to a probationary
society.
(9) Subject to subsection
(8), any reference in any law, including this Act, to a registered society
within the meaning of this Act
shall, unless the context otherwise requires,
include a reference to a probationary
society.
(10) The last 4 words in
the name of every probationary society shall be "probationary co-operative
society
limited."
REGISTRATION
7.
If the registrar is satisfied that a society has complied with the provisions of
this Act and that its proposed by-laws are not
contrary to this Act or any other
law, he shall register the society and its by-laws. An appeal shall lie in a
prescribed manner
to the Minister against the refusal of the registrar to
register a society within 1 month from the date of such
refusal.
SOCIETIES
TO BE BODIES CORPORATE
8. On
registration a society shall become 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 purposes of its
constitution.
EVIDENCE
OF REGISTRATION
9. A certificate
of registration signed by the registrar shall be conclusive evidence that the
society and its by-laws 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 BY-LAWS
10. (1) Subject to this
Act any registered society may 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 the amendment has been
registered under this Act.
(3) If
the registrar is satisfied that any amendment of the by-laws is not contrary to
this Act or any other law he shall register
the amendment. A registered society
may appeal in a prescribed manner to the Minister against the refusal of the
registrar to register
any amendment of its
by-laws.
(4) A change in the name
of a society shall not affect any rights or obligations 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, 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
registered.
(6) In this section
"amendment" includes the making of a new by-law and the varia-tion or repeal of
a
by-law.
ADDRESS
OF SOCIETY
11. Every registered
society shall have an address, registered in accordance with the rules, to which
all notices and communications
may be sent, and shall send to the registrar
notice of every change of that
address.
COPY
OF ACT, RULES, BY-LAWS, ETC., TO BE OPEN TO
INSPECTION
12. Every registered
society shall keep a copy of this Act and of the rules 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 other-wise,
may provide
in its by-laws or may otherwise contract with its
members-
(a) that every member who produces any such article 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, in such manner as may be prescribed, to have committed a breach of the by-laws or contract shall pay to the society as liquidated damages a sum assessed in such manner as may be prescribed.
(2)
No contract referred to in subsection (1) 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 Government on the property of the debtor and to the lien of a
landlord in respect of rent or
any money recoverable as rent and in the case of
immovable property to any prior registered charge thereon-
(a) any debt payable to a registered society by a member or past member shall be a first charge on all agricultural produce, felled timber or other forest produce, marine produce, fish, 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 connection with production raised, purchased or produced in whole or in part from any loan whether in money or in goods given to him by the society:
Provided that nothing herein contained shall affect the claim of any bona fide purchaser or transferee without notice;
(b) any debt payable to a registered housing society by a member or past member in respect of rent, shares, loans or purchase money or any other rights or amount payable to such society shall be a first charge upon his interest in the immovable property of the society;
(c) any outstanding demands not exceeding in the aggregate VT10,000 per annum payable to a registered society for the purchase of shares in that society by a member or past member shall be a first charge on all produce and other articles mentioned in paragraph (a) of that member or past member:
Provided that any outstanding demand for the purchase of such shares shall be deemed to constitute a share of the member under section 15.
CHARGE
AND SET-OFF IN RESPECT OF SHARES OR INTEREST OF
MEMBERS
15. (1) A registered
society shall have a charge upon the shares or interest in the capital and on
the deposits, dividend, bonus or
profits payable to any member in respect of any
debt due from him to the society and may set off any moneys credited or payable
to
a member in or towards payment of any such
debt.
(2) In subsection (1) the
reference to "member" includes a reference to a past member and the estate of a
deceased
member.
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 neither his assignee
in
insolvency nor trustee in bankruptcy shall be entitled to, or have any claim on,
such share or interest;
Provided
that where a society is dissolved the share and interest of any member who has
been adjudicated a bankrupt shall be vested
in the trustee in
bankruptcy.
TRANSFER
OF INTEREST ON DEATH OF MEMBER
17.
(1) On the death of a member there shall be no transfer by inheritance of the
shares or interest of the deceased member in a registered
society; but the
society may transfer his share or interest to a person nominated in accordance
with the rules made in this behalf,
or, if there is no person so nominated, to
such person as shall appear to the committee to be the legal representative of
the deceased,
or may pay to such nominee 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 rules or
by-laws:
Provided that the society
may transfer the share or interest of the deceased member to such nominee or
legal representative, as the
case may be, being qualified in accordance with
rules 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 or legal representative
as the case may
be.
(3) All transfers and payments
made by a registered society in accordance with 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. Any
deposits made by a minor may, together with
interest, be paid to that minor; and
any deposit made on behalf of a minor may, together with interest be paid to the
guardian of
that minor for the use of the
minor.
(2) The receipt of any
minor or guardian for money paid to him in accordance with 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 a registered 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 a prescribed
manner, be received in
any legal proceedings, civil or criminal, as prima facie evidence 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 is
admissible.
(2) No
officer of a registered 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, 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 each such society held for the purpose, amalgamate as
a single society; provided
that each member has had clear 15 days' written
notice of the resolution and the date of the meeting. Such an amalgamation may
be
effected without a dissolution, or a division of the funds, of the
amalgamating societies. The resolutions of the societies concerned
shall on such
amalgamation be a sufficient conveyance 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:
Provided
that-
(a) where any such amalgamation or transfer of assets and liabilities involves the transfer of the liabilities of a society to any other society, it will not be made without giving 3 months' notice in writing to the creditor of both or all such societies; and
(b) if a creditor of any of the societies concerned objects to such amalgamation or transfer, and, gives written notice to that effect to the society 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, divide itself into 2 or more
societies, provided
that each member has had clear 15 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 the 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 3 months of his
receipt of a copy 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
any 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 mentioned in
subsection (2) another special general meeting of the society, of which at least
clear
15 days' notice shall be given to 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, the registrar may, subject
to subsection
(9) and to section 7 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-
(a) repayment of the share capital of all the members who have given notice under subsection (3);
(b) satisfaction of the claims of all the creditors who have given notice under subsection (4);
(c) satisfaction of the claims of such of the other persons who have given notice mentioned in subsection (5) as the registrar decides or securing their claims in such manner as the registrar directs:
Provided
that no such 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 subsection (8)(c), the
registrar may refuse to register the new
societies.
(10) The registration
of the new societies shall be a sufficient conveyance 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
QUALIFICATION
AND RIGHTS OF MEMBERS
QUALIFICATION
FOR MEMBERSHIP
23. In order to be
qualified for membership of a registered society a person, other than a
registered society, must be 18 years of
age.
MEMBERS
NOT TO EXERCISE RIGHTS UNTIL 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 rules or
by-laws.
RESTRICTION
OF MEMBERSHIP
25. Except with the
sanction of the registrar, no person shall be a member of more than one
registered society whose principal object
is to grant loans to its
members.
VOTES
OF MEMBERS
26. No member of a
registered society shall have more than one vote in the conduct of the affairs
of the society:
Provided
that-
(a) in the case of an equality of votes the chairman shall have a casting vote;
(b) 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 by-laws of the society of which it is a member.
REPRESENTATION
BY PROXY
27. A registered society
which is a member of any other registered society may appoint any one of its
members as its proxy for the
purpose of voting in the conduct of the affairs of
such other registered
society.
NO
INDIVIDUAL TO HOLD MORE THAN ONE-FIFTH OF SHARE CAPITAL OF ANY
SOCIETY
28. No member, other than
a registered society, shall hold more than one-fifth of the share capital of any
registered
society.
RESTRICTION
ON TRANSFER OF SHARE OR
INTEREST
29. The transfer or
charge of the share or interest of a member or past or deceased member in the
capital of a registered society
shall be subject to section 28.
PART
V
PROPERTY AND
FUNDS OF REGISTERED SOCIETIES LOANS MADE BY A REGISTERED SOCIETY
30.
(1) A registered society shall not, except as provided in section 32, 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 society shall not lend money on the
security of any movable property other than
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
31. A registered society
may receive deposits and loans from persons who are not members only to such
extent and under such conditions
as may be
prescribed.
RESTRICTIONS
ON OTHER TRANSACTIONS WITH
NON-MEMBERS
32. Without prejudice
to sections 30 and 31, the transactions of a registered society with persons
other than members shall be subject
to such prohibitions and restrictions as may
be
prescribed.
INVESTMENT
OF FUNDS
33. 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 the Government; 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
34. (1) Not less than
one-fourth, or such other part as the registrar may approve, of the net profits
of a registered society made
during every year and audited under section 36,
shall be carried to a fund called the statutory reserve
fund.
(2) The statutory reserve
fund may only be appropriated by a registered society in such manner, to such
purpose and subject to such
conditions as may be
pre-scribed.
(3) The remainder of
the profits mentioned in subsection (1) 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 or as are provided for in the by-laws of
the society.
(4) Any registered
society may with the approval of the registrar, after the appropriate part of
the net profits has been carried
to the statutory reserve fund, contribute an
amount not exceeding 10 per cent of the remainder of the net profits to any
charitable
purpose or to a common-good fund.
PART
VI
ANNUAL RETURNS,
AUDIT AND INQUIRY
ANNUAL
RETURNS
35. (1) Every registered
society shall, within 3 months of the end of its financial year, send to the
registrar a return in a prescribed
form containing such particulars relating to
its affairs for that year as may be prescribed together with a copy of its
balance sheet
and profit and loss account for that
year.
(2) Every registered society
shall supply free of charge to every member or other person having interest in
the funds of the society
who applies for it a copy of the latest return together
with a copy of its balance sheet and profit and loss
account.
AUDIT
36.
(1) The registrar shall audit or cause to be audited by a person authorised by
him in writing the accounts of every registered
society at least once in every
year.
(2) The audit 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 in the course of the audit any officer, agent, servant or member of the society who he has reason to believe can give material information concerning any transaction of the society or the management of its affairs; and
(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 security.
POWER
OF REGISTRAR TO INSPECT SOCIETIES' BOOKS
ETC.
37. The registrar, or any
person authorised by him in writing, 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 concerning the transactions and working of the society
as the person making such inspection may
require.
INQUIRY
AND INSPECTION
38. (1) The
registrar may, when he thinks fit to do so, hold an inquiry or direct some
person authorised by him in writing 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 concerning 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 holding the inquiry may
require.
(2) The registrar shall
hold or direct to be held the inquiry mentioned in subsection (1) whenever he is
requested to do so by a majority
of the members of the committee or by not less
than one-third of the members of the registered
society.
(3) The registrar shall,
on the application of a creditor of a registered society, inspect or direct some
person authorised by him
in writing 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 reason-able time; and
(b) deposits with the registrar such sum as security for the costs of the proposed inspection as the registrar may require.
(4)
The registrar shall communicate the results of any such inspection to the
creditor and to the society into whose affairs inquiry
has been
made.
(5) Where an inquiry is held
under subsection (1) or an inspection is made under subsection (3) the registrar
may apportion the costs
or such part of the costs as he shall think right,
between the registered society, the members demanding an inquiry, the officers
or former officers of the society, and the creditor, if any, on whose
application the inquiry was
held.
(6) Any sum awarded by way
of costs against any society or person under this section may be recovered, on
application to a magistrates'
court having jurisdiction 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.
PART
VII
DISSOLUTION OF
A REGISTERED SOCIETY
CANCELLATION
OF REGISTRATION OF SOCIETY
39. (1)
The registrar may by order in writing cancel the registration of any registered
society-
(a) if at any time it is proved to his satisfaction that the number of members of the society has been reduced, in the case of a society for the time being consisting solely of registered societies, to less than 2 or, in any other case, to less than 7; or
(b) that the registration was obtained by fraud or mistake; or
(c) that the society has ceased to exist; or
(d) at the request of not less than three-fourths of the members of the society; or (e) with the approval of the Minister-
(i) if after an inquiry or inspection under section 38 he is satisfied that the society ought to be dissolved; or
(ii) on proof to his satisfaction that the society exists for an illegal purpose, or has wilfully and after notice from the registrar violated any provisions of this Act.
(2)
Not less than 2 months' notice in writing specifying briefly the ground of the
proposed cancellation shall be given by the registrar
to a society before its
registration is cancelled otherwise than under subsection
(1)(d).
(3) If before the expiry
of the period of such notice the society lodges an appeal under section 40 then
the registration shall not
be cancelled before the date of the determination or
abandonment of the appeal.
(4)
Where the registrar makes an order for the cancellation of the registration of a
society under this section 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.
APPEAL
AGAINST ORDER TO CANCEL
REGISTRATION
44. A registered
society may appeal against an order under section 39 to the Supreme Court in
such mariner and within such period
of time as may be prescribed by Order by the
Judicial
Committee.
EFFECT
OF CANCELLATION
41. Where the
registration of a society is cancelled by an order under section 39 the society
shall cease to exist as a corporate
body from the date on which the order takes
effect:
Provided that where a
liquidator of a registered society has been appointed under section
42-
(a) the society shall continue in existence as a corporate body until there has been lodged with the registrar a certificate signed by the liquidator that the affairs of the society have been completely wound up and that all the property of the society has been duly conveyed or transferred to the persons entitled thereto; and
(b) any rights conferred on the society by or under section 14, 15 or 16 shall be vested in the liquidator.
LIQUIDATION
OF SOCIETY
42. Where the registrar
makes an order for the cancellation of the registration under section 39 he may
appoint a person to be the
liquidator of the
society.
LIQUIDATOR'S
POWERS
43. A liquidator appointed
under section 42 shall, subject to any limitations imposed by the registrar
under section 44, have power
to-
(a) determine from time to time the contribution to be made by members and past members or by the estates 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) 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) subject to the approval of the registrar compromise any claim by or against the society;
(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) decide any question concerning the liability of the present or past members or the estates of the deceased members to contribute for the payment of debts and liabilities of the society and the expenses of winding up as provided in section 47;
(l) 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 to make any loan; and
(m) 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 rules as may be made in this behalf, a liquidator appointed
under this Act shall, in so far as it may be necessary
for carrying out his
functions, 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 provided in the case of a magistrates'
court.
POWER OF
REGISTRAR TO CONTROL
LIQUIDATION
44. A liquidator shall
exercise his powers subject to the guidance and control 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 books, documents and assets of the society;
(d) by order in writing limit the powers of a liquidator under section 43;
(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.
ENFORCEMENT
OF ORDER
45. An order made by a
liquidator or by the registrar under section 43 or 44 shall be enforced by any
court having jurisdiction over
the place where the registered office of the
society is situated in like manner as a decree of that
court.
CLOSURE
OF LIQUIDATION
46. (1) In the
liquidation of a society whose registration has been cancelled the funds,
including the 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 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 that society has not claimed or
has received what is due
to him under the scheme of distribution, notice of the
closing of the liquidation shall be published in the
Gazette;
and, all claims against the funds of the
society shall lapse after 2 years from the date of the publication of the
notice.
(3) Any surplus remaining
after the application of the funds to the purposes specified in subsection (1)
shall not be divided among
the members but shall be devoted to any object
described in the by-laws of the society whose registration has been cancelled,
and,
where no such object is so described, shall be deposited by the registrar
in a bank or with a registered society, until such time
as another society
operating in the same area shall have been registered when such surplus shall be
transferred to such new society
for the purpose of forming its reserve
fund:
Provided that if no society
operating in the same area is registered within a period of 3 years from the
date of the publication of
the notice under subsection (2), the said surplus may
be used by the registrar for any co-operative purpose at his
discretion.
LIABILITY
OF MEMBERS ON DISSOLUTION
47. (1)
Where a registered society is wound up in pursuance of section 39 the liability
of a present or past member to contribute
for payment of the debts and
liabilities of the society, the expenses of winding up, and the adjustment of
the rights of the contributories
among themselves, shall be qualified as
follows-
(a) no person who has ceased to be a member 2 or more years before the date of the order of the registrar under section 39 shall be liable to contribute;
(b) no person shall be liable to contribute in respect of any debt or liability contracted after he ceased to be a member;
(c) no person who is not a member shall be liable to contribute unless it appears to the registrar that the contributions of the present members are insufficient to satisfy the just demands on the society;
(d) no contribution shall be required from any person exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a past or present member.
(2)
Subsection (1) shall apply in relation to the estate of a deceased member or of
a person who at the time of his death was a past
member as it applies to a
present or past member as the case may be.
PART
VIII
SURCHARGE AND
ATTACHMENT
REGISTRAR
MAY ORDER REPAYMENT OR RESTORATION OF PROPERTY DUE TO A
SOCIETY
48. (1) Where, in the
course of an audit, inquiry or inspection or the winding-up of a registered
society, it appears that any money
or other property is due to the society from
any person who has taken part in the setting up or management of the society or
from
any past or present officer of the society, the registrar may, of his own
motion or upon the application of the committee or the
liquidator or any
creditor or contributory of the society, examine the conduct of any such person
and make an order requiring him-
(a) to repay such money or part thereof with such interest as the registrar thinks just;
(b) to restore such other property or part thereof; or
(c) to pay to the society such sum as the registrar thinks just by way of compensation.
Before
making any such order against any person the registrar shall give that person an
opportunity of being heard and of showing
cause why such order should not be
made.
(2) Where an order under
subsection (1) has not been complied with, any money or property mentioned
therein may be recovered by the
society on application to the magistrates' court
having jurisdiction in the area in which the registered office of the society is
situated or in which the person against whom the order was made resides or
carries on business, as though it were a fine imposed
by such
court.
(3) Nothing done in
pursuance of subsections (1) or (2) shall bar the institution or maintenance of
a prosecution of any person in
respect of any
offence.
ATTACHMENT
OF PROPERTY
49. Where the
registrar is satisfied that any person, with intent to avoid or delay the
execution of any order made against him under
section 43 or 48 or of any
decision given in a dispute referred to the registrar or to any arbitrators
under this Act, is about to
dispose of the whole or any part of his property,
the registrar may, unless adequate security is furnished, order the conditional
attachment of such property, and such attachment shall have the same effect as
if made by the
court.
APPEAL
AGAINST ORDER UNDER SECTION 49
50.
Any person aggrieved by any order of the registrar made under section 49 may
appeal within 21 days from the date of such order
to the court of competent
jurisdiction:
Provided that,
unless the court otherwise decides, the making of such appeal shall not prevent
the enforcement of the order pending
the determination of the appeal by the
court.
PART
IX
DETERMINATION OF
DISPUTES
DETERMINATION
OF DISPUTES
51. (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;
(b) between any person mentioned in paragraph (a) and the society, its commit-tee, or any officer of the society;
(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.
(2) A claim by a
registered society for any debt or demand due to it from a member, past member
or the nominee 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.
(3) A decision of the
registrar under subsection (1), shall be final, and shall be enforceable in like
manner as a judgment of the
court.
CASE
STATED ON QUESTION OF LAW
52.
Notwithstanding anything contained in section 51, the registrar, at any time
when proceeding to a decision under this Act, or
the Minister, at any time when
an appeal is made to him against any decision of the registrar under this Act,
may refer any question
of law arising out of such decision for the opinion of
the Supreme Court. The opinion of the Supreme Court given on such question
shall
be final.
PART
X
RULES
RULES
53.
(1) The Minister may by order make such rules as may be necessary for the
purpose of carrying out or giving effect to the principles
and provisions of
this Act.
(2) In particular, and
without prejudice to the generality of the power conferred by subsection (1),
such rules may-
(a) prescribe the forms to be used, the fees to be paid and conditions to be complied with in applying for the registration of a society and the procedure in the matter of such application;
(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) prescribe the extent to which a registered society may limit the number of its members;
(d) 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 abilities of past members;
(e) provide for general meetings of members and for the procedure at such meetings and the powers to be exercised by such meetings;
(f) provide for the appointment, suspension and removal of the members of the committee and other officers, and for the procedure at meetings of the committee, and for the powers to be exercised and the duties to be performed by the committee and other officers;
(g) regulate the manner in which funds may be raised by means of shares or debentures or otherwise;
(h) prescribe the conditions to be observed by a registered society applying for financial assistance from the Government;
(i) prescribe the payments to be made, the conditions to be complied with, 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;
(j) provide for the mode in which the value of the interest of a deceased member or a member who has become of unsound mind and incapable of managing his affairs shall be ascertained and for the nomination of a person to whom such interest may be paid or transferred;
(k) 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 a registered society;
(l) prescribe the conditions under which profits may be distributed to the members of the society and the maximum rate of dividend which may be paid by societies;
(m) prescribe the accounts and books to be kept by a registered society, and for the periodical publication of a balance sheet of a registered society;
(n) provide for the audit of 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 societies and for the promotion of the co-operative movement and provide for the administration of such a fund;
(o) provide for the formation and maintenance of a register of members and of a register of shares;
(p) provide for the inspection of documents and registers at the registrar's office and the issue of copies of such documents or registers and the fees therefor.
(3)
The Judicial Committee shall by order 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
Act.
PART
XI
MISCELLANEOUS
POWERS
TO EXEMPT ANY SOCIETY FROM REQUIREMENTS AS TO
REGISTRATION
54. Notwithstanding
anything contained in this Act, the Minister may, by special order in each case,
and subject to such conditions
as he may impose, exempt any society from any of
the requirements of this Act as to
registration.
POWER
TO EXEMPT SOCIETIES FROM PROVISIONS OF THE
ACT
55. The Minister may by
general or special order exempt any registered society or class of societies
from any of the provisions of
this Act, 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
56. The Minister may by order
exempt any registered society or class of registered societies-
(a) from any stamp duty with which 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 chargeable;
(b) from any fee payable on the registration under this Act.
PROVISION
FOR SCHOOL CO-OPERATIVES
57. (1)
Notwithstanding anything contained in this Act-
(a) no school co-operative society shall be registered except with the written consent of the Minister acting after consultation with the Minister responsible for education;
(b) section 23 which prescribes the age qualification for membership of a registered society shall not apply in relation to a school co-operative society.
(2)
In subsection (1) the expression "school co-operative society" means a society
trading in accordance with co-operative principles
established within a school
for general education or similar educational institution whose membership is
restricted to pupils and
members of the staff of such school or
institution.
DISSOLUTION
OF COMMITTEE
58. (1) If the
registrar is satisfied that the committee of a registered society is not
performing its functions in a proper and businesslike
manner and, that in the
circumstances of the case, it is fit for him to do so he may by order in
writing-
(a) dissolve the committee; and
(b) direct that the affairs of the society shall be administered by a person appointed by him for that purpose.
(2)
Before the making of an order under subsection (1) the registrar
shall-
(a) notify the committee of his intention to make such an order and give the committee an adequate opportunity to state its case; and
(b) if not satisfied with any objections made by the committee to the making of such order, summon a general meeting of the members of the society to hear 'any views expressed thereat concerning the making of such order.
(3)
Any member of the committee aggrieved by the order made under subsection (1) may
appeal within 21 days from the date of that order
to the Minister whose decision
shall be final.
(4) Every
direction referred to in subsection (1)(b) shall have effect for such period not
exceeding 2 years as shall be specified
in the order containing such
direction:
Provided that the
registrar may from time to time by order extend that period, so however, that
the aggregate period during which
the direction shall have effect shall not
exceed 4 years.
(5) Subject to the
general supervision of the registrar the person appointed to administer the
affairs of the society shall have all
the powers and functions conferred on the
committee under this Act and under the by-laws of the society, and shall, in so
far as
it shall be practicable, arrange for the election or appointment of a new
committee of the society before the expiry of the order
referred to in
subsection (1).
(6) The registrar
may fix the remuneration payable to the person appointed as aforesaid and such
remuneration together with any expenses
properly incurred by such person in the
management of the affairs of the society shall be paid out of the funds of the
society.
(7) If a registered
society is indebted to a bank no order under this section shall be made by the
registrar without the bank being
consulted on all particulars of the intended
order.
(8) Nothing in this section
shall affect the power of the registrar to cancel the registration of the
society under section 39 or
to hold an inquiry or inspection under section 37 or
38.
SPECIAL
COMMITTEE MEMBER OF NATIONAL AND SECONDARY
SOCIETIES
59. (1) The Minister may
appoint a person to be a special member of the committee of a national society
or of a secondary society
if such society is in receipt of financial assistance
from the Government or if the Minister considers such appointment to be
justified
in the interest of the national
economy.
(2) For the purpose of
subsection (1) a society shall be deemed to be in receipt of financial
assistance from the Government-
(a) if within the 3 years immediately preceding the making of such appointment the society has received any grant of money from the Government;
(b) if any money has been lent to the society by the Government and has not been repaid;
(c) if 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 any interest thereon, paid by the Government under the terms of the guarantee.
(3)
The number of special members appointed under subsection (1) shall not exceed
one-third of the number of other members (including
the chairman and
vice-chairman, if any) of the committee; where the number of the members is not
divisible by 3 "one-third" shall
mean the nearest integer below
one-third.
(4) An appointment made
under subsection (1) shall continue in force until it is determined by the
Minister.
(5) A special member
appointed under subsection (1) may require that any decision taken by the
committee of which he is a member or
by the general meeting of the national or
secondary society concerned shall not have effect until it has been approved by
the Minister
and any decision in respect of which such requirement has been made
shall be of no force or effect and shall not be acted upon until
the Minister
has signified his approval
thereof.
(6) In addition to the
power referred to in subsection (5) a special member shall have the same powers,
rights and functions as any
other member of the committee to which he has been
appointed.
(7) In this
section-
(a) "national society" means a registered society of which all members are secondary societies with similar objects and which has been formed by such secondary societies to represent them on a national level;
(b) "secondary society" means a registered society of which all members are registered societies and which has been formed to facilitate the operations of the member societies in accordance with co-operative principles.
GENERAL
OFFENCES BY SOCIETIES ETC.
60. If
any registered society, or any officer or member thereof, or any other
person-
(a) fails to give any notice, send any return or other document, do anything or allow anything to be done which that society, officer, member or other person is by this Act required to give, send, do or allow to be done, as the case may be; or
(b) wilfully neglects or refuses to do any act, or to furnish any information, required for the purposes of this Act by the registrar or by any other person authorised under this Act, or does anything forbidden by this Act; or
(c) makes a return required for the purposes of this Act, or wilfully furnishes information so required which is in any respect false or insufficient,
that
society, officer, member or other person, as the case may be, shall be liable to
a fine not exceeding
VT10,000.
OFFENCES
BY SOCIETIES TO BE ALSO OFFENCES BY OFFICERS
ETC.
61. Every offence committed
by a registered society under this Act shall be deemed to have been also
committed by every officer of
that society bound by the society's by-laws to
fulfil the duty of which that offence is a breach or,. if there is no such
officer,
by every member of the committee who is not proved to have been
ignorant, or to have attempted to prevent, the commission of that
offence.
PUNISHMENT
OF FRAUD OR MISAPPROPRIATION
62.
(1) Subject to subsection (2), any person who obtains possession by false
representation of any property of a registered society
or, having any such
property in his possession, withholds or misapplies it to purposes which are not
authorised by the society's
by-laws or which are not in accordance with this
Act, shall be liable-
(a) to a fine not exceeding VT20,000; and
(b) to be ordered to deliver up that property or to repay all moneys improperly applied;
and,
in default of such delivery or repayment or of the payment of any such fine, to
imprisonment for a term not exceeding 3
months.
(2) If on proceedings
under subsection (1) it is not proved that the person charged acted with any
fraudulent intent, he may be ordered
to deliver up any property belonging to the
society or to repay any money improperly applied but shall not be liable to
conviction
under that
subsection.
RESTRICTION
OF THE USE OF THE WORD
"CO-OPERATIVE"
63. (1) No person
other than a registered society shall trade or carry on business under a name or
title which includes the word "co-operative"
or any word derived
there-from.
(2) Any person
contravening section (1) shall be liable to a fine not exceeding
VT10,000.
CONTINUING
OFFENCES
64. Every act or default
under this Act constituting an offence shall constitute a new offence in every
week during which it continues.
SCHEDULE
(section
5(3))
MATTERS TO BE PROVIDED FOR IN SOCIETY'S BY-LAWS
1. The
name of the society which shall comply with the requirements of section
4.
2. The objects of the
society.
3. The place which is to be the registered office of the society to which all communications and notices to the society may be addressed.
4. The terms of admission of members.
5. The mode of holding meetings, the right of voting and the mode of amending the by-laws.
6. The appointment and removal of the committee and of managers and other officers and their respective powers and remuneration.
7. Determination whether the society may contract loans or receive moneys on deposit subject to sections 30 and 31; and, if so, under what conditions, under what security, and to what limits of amount.
8. Determination whether the shares or any of them shall be transferable, and provision for the form of transfer and registration of the shares, and for the consent of the committee thereto; determination whether the shares or any of them shall be withdrawable, and provision for the mode of withdrawal and for payment of the balance due thereon on withdrawing from the society.
9. Determination whether and, if so, how members may withdraw from the society.
10. The mode of application of the profits of the society.
11. Determination whether and, if so, by what authority, and in what manner, any part of the society's funds may be invested.
--------------------------------------------------------
[Subsidiary]
SUBSIDIARY LEGISLATION
CO-OPERATIVE SOCIETIES RULES
Order 37 of 1987
ARRANGEMENT OF RULES
RULE
1. Interpretation
2. Applications
for
registration
3. Registration
4. Appeal
against refusal to register society or amendment of
by-laws
5. Register of co-operative
societies
6. Address of
society
7. Register of members and
books and
accounts
8. Membership
9. Nominees
10. Division
of profits
11. Maximum
liability
12. Rights of
membership
13. General
Meeting
14. Annual General
Meeting
15. Special General
Meeting
16. Quorum at General
Meeting
17. Chairman of General
Meeting
18. Voting at General
Meeting
19. Minutes of General
Meeting
20. The
committee
21. Functions and powers of
committee
22. Minutes of meetings of
committee
23. Secretary
24. Duties
of
Secretary
25. Treasurer
26. Registrar
may require discharge of office
holders
27. Application for
loans
28. Approval of
loans
29. Documents relating to
loans
30. Restrictions on loans to
defaulters
31. Extensions of
time
32. Misapplication of
loan
33. Recovery of
loans
34. Marketing
35. Preparation
of annual accounts and
report
36. Estimate of income and
expenditure
37. Transfer of
shares
38. Audit of
accounts
39. Statutory reserve
fund
40. Co-operative Development
Fund
41. Amendment of
by-laws
42. Copies of
entries
43. Reference of disputes to
Registrar
44. Determination of
disputes
45. Appeal
46. Power
to raise funds
47. Transactions with
non-members
48. Fees
SCHEDULE
1-Application for
registration
SCHEDULE
2-Fees
SCHEDULE 3-Provisions and
procedures for the determination of disputes
-----------------------------------------
[Subsidiary]
CO-OPERATIVE SOCIETIES RULES
To
provide rules for Co-operative
Societies.
INTERPRETATION
1.
In this Order, unless the context otherwise requires-
"Act" means the Co-operative Societies Act Cap. 152;
"by-laws", "committee", "member", "registered society" and "registrar" shall have the meanings ascribed to them in the Act.
APPLICATIONS
FOR REGISTRATION
2. (1) Every
application for the registration of a society shall be made to the registrar and
shall be in the forms as set out in
Schedule
1.
(2) An application made under
this rule shall be accompanied by 3 copies of the by-laws which the society
proposes to
adopt.
REGISTRATION
3.
(1) 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 Act and of the rules.
APPEAL
AGAINST REFUSAL TO REGISTER SOCIETY OR AMENDMENT OF
BY-LAWS
4. An appeal to the
Minister under section 7 of the Act against the registrar's refusal to register
a society or under rule 41 against
refusal to register an amendment of by-laws
shall be in writing and shall set out the grounds on which the appeal is
made.
REGISTER
OF CO-OPERATIVE SOCIETIES
5. (1)
The registrar shall keep at his office a register to be called "the Register of
Co-operative Societies" wherein shall be entered
particulars relating to the
registration of societies and their
by-laws.
(2) All entries in the
register shall be made by, or under the direction of the registrar and shall be
signed by him.
(3) The register
shall be open to inspection by the public at all reasonable times free of
charge.
ADDRESS
OF SOCIETY
6. The secretary of a
registered society shall notify the registrar of any change of address within 14
days of such
change.
REGISTER
OF MEMBERS AND BOOKS AND
ACCOUNTS
7. (1) Every registered
society shall keep a register to be called "the Register of Members" wherein
shall be entered-
(a) the name and address 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 member; and
(d) the nominee, if any, appointed under rule 9.
(2) (a) Every registered society shall keep such accounts and records as the registrar may require;
(b) The registrar may by order in writing direct any registered society to send any return which he may require in such form and within such time as may be specified in the order.
MEMBERSHIP
8.
(1) 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.
(2) A member may
withdraw from a registered society by giving notification in writing to the
secretary:
Provided that such
withdrawal shall be without prejudice to section 47 of the
Act.
(3) If a member acts in
contravention of these rules or the by-laws of the registered society of which
he is a member, or acts in
any manner which is or may be detrimental to the
interests of his 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 no less than 1 week before
the
meeting. Such expulsion shall be without prejudice to section 47 of the
Act.
(4) Any member who is
disqualified for membership 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 of his liabilities under section 47 of the
Act.
(5) Any member who withdraws
or is removed, or expelled, from any registered society shall be entitled to
repayment by the society
of any money paid by him towards the purchase of its
shares subject to any provisions which may be contained in the
by-laws.
(6) No registered society
shall fix any limit to the number of its
members.
NOMINEES
9.
(1) Every appointment of a nominee by any member of a registered society for the
purposes of section 17 of the Act shall be made
in writing signed by the member
in the presence of two attesting
witnesses.
(2) No member of a
registered society with share capital shall be entitled to appoint more than one
nominee unless that member holds
more than 1
share.
(3) In any case, where more
than one nominee is appointed by any member, the number of shares to be
transferred or the exact proportion
of the amount available that is to be
transferred to each of those nominees shall be specified at the time of the
appointment.
(4) Every appointment
of a nominee shall be recorded by the registrar 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 by his
guardian shall be sufficient
discharge to the registered
society.
DIVISION
OF PROFITS
10. (1) 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.
(2) No registered society
shall pay a dividend on share capital exceeding 6 per cent per annum on the
capital actually paid up.
(3) A
bonus based on wages or on the value of the products of a member, or a bonus or
rebate on patronage calculated in proportion
to the amount of the business done
by each member with the registered society may be distributed periodically to
the members from
surplus funds after the deduction of all expenditure and after
making provision for bad and doubtful debts and making allocation
to the
statutory reserve fund and other funds which may be established by the
society.
MAXIMUM
LIABILITY
11. (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
liability so fixed shall be subject to the approval of the registrar. No
registered society shall receive loans or
deposits which will make its liability
exceed the maximum liability approved for the time being by the
registrar.
RIGHTS
OF MEMBERSHIP
12. Unless otherwise
provided in the by-laws of a registered society a member shall not exercise the
rights of membership until he
has paid up at least the value of 1
share.
GENERAL
MEETING
13. (1) 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 of the Act each member shall
have 1
vote only which shall be exercised in person and not by
proxy.
(2) The first general
meeting of members shall have the same powers as are given to the annual general
meeting, and shall be held
not later than 1 month after the receipt of the
certificate of registration of the
society.
ANNUAL
GENERAL MEETING
14. (1) 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 registrar or a person authorised by him is received by the committee. At
least 15
days' notice shall be given before any such general meeting is
held.
(2) The functions of the
annual general meeting shall be-
(a) to confirm the minutes of the previous annual general 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 decision thereon, and such decision as to the correctness of the accounts shall be final and conclusive;
(d) to determine the amounts of, and other matters relating to, the dividends or bonus, if any, to be paid out of the profits of the society;
(e) to elect members of the committee for the following year;
(f) to fix the allowances, if any, of the members of the committee;
(g) to consider the estimates of income and expenditure for the ensuing year;
(h) to fix the maximum liability which the society may incur in loans and deposits;
(i) to hear and decide upon any complaints brought by members aggrieved by a decision of the committee;
(j) to transact any other general business.
SPECIAL
GENERAL MEETING
15. (1) A special
general meeting of members may be convened by the committee at any time after
giving not less than 7 days'
notice.
(2) If required to do so
in writing by not less than over one quarter of the members stating the object
of the proposed meeting, the
chairman of the committee shall convene a special
general meeting giving not less than 15 days' notice thereof. The object of the
meeting shall be set out in the
notice.
(3) If the chairman of the
committee fails within 14 days from the receipt of the requisition mentioned in
subrule (2) to give notice
of the meeting, the members applying for such a
meeting may themselves 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.
(4) The registrar or a
person authorised by him may at any time convene a special general meeting of a
registered society for such
purpose, in such manner and at such time and place
as he may
direct.
QUORUM
AT GENERAL MEETING
16. (1) Unless
otherwise stated in the by-laws, one-third of the total number of members shall
form a quorum for the purposes of any
annual general
meeting:
Provided that when any
special general meeting is convened by the registrar or a person authorised by
him under rule 15(4) any members
present at such meeting shall, if the registrar
in his discretion shall so decide, form a
quorum.
(2) If within 1 hour after
the time fixed for any meeting other than a meeting convened by the registrar,
or a person authorised by
him under rule 15(4), 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 or the members shall be notified in the
customary manner within 1 week,
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.
(3)
Notwithstanding the provision in subrule (2), to adjourn a meeting on account of
an insufficient quorum the registrar or a person
duly authorised by him in that
behalf may, if he is present at the meeting, decide that the meeting shall
proceed as if a quorum
were
present.
CHAIRMAN
OF GENERAL MEETING
17. The
chairman of the committee or in his absence any other person elected by a
majority of the members present shall preside at
the annual or special general
meeting:
Provided that the
registrar or a person appointed by him may preside at any meeting convened by
himself.
VOTING
AT GENERAL MEETING
18. (1) All
questions submitted for decision at the general meeting, except where otherwise
provided in the rules, or by-laws of a
society, shall be decided by a majority
of votes, and in the event of an equality of votes the person presiding at the
meeting shall
have a casting vote.
(2) (a) A resolution put to the vote at any meeting shall be decided on a show of hands unless voting by call of names or a ballot is demanded by at least five members present and in such case voting by call of names or a ballot, as the case may be, shall be taken.
(b) In respect of every resolution put to the vote the chairman shall declare whether it has been carried or lost, and whether unanimously or by a particular majority, and an entry to that effect shall be made in the minutes of the meeting.
MINUTES
OF GENERAL MEETING
19. (1) Minutes
of every general meeting shall be entered in the minute book by the secretary as
soon as possible after the meeting
and signed by him. The chairman shall sign
the minutes after their adoption at the next
meeting.
(2) The minutes shall
contain:
(a) the number and names of the members present at the meeting and the name of the chairman or of the person who presided at the meeting;
(b) the date fixed for the meeting and the time the meeting commenced;
(c) the total number of members on the date on which the meeting was held; and
(d) all resolutions passed or decisions made at the meeting.
THE
COMMITTEE
20. (1) The committee
shall be elected at the annual general meeting, and shall consist of such number
of members as the by-laws shall
prescribe.
(2) Unless otherwise
stated in the by-laws the quorum for committee meetings shall be half the number
of committee members.
(3) Every
committee member shall serve until the election of a new committee and shall be
eligible for re-election; provided that
a special general meeting convened for
that purpose may remove from office the committee or any member or members
thereof as the
case may be, before the expiration of his or their term of office
by a majority of three-fourths of the members present who shall
proceed at the
same meeting to the election of one or more committee members in their stead.
The member so elected shall hold office
until the election of a new committee at
the next annual general
meeting.
(4) Unless otherwise
provided in the by-laws the committee shall elect from amongst its members a
chairman who shall not hold any
other office in the
society.
(5) Notwithstanding the
provisions of subrule (3), if a me