Co-operative Societies Act

Link to law: http://laws.gov.ag/acts/chapters/cap-103.pdf
Published: 1959

Co-operative Societies (CAP. 103 1

CHAPTER 103

THE CO-OPERATIVE SOCIETIES ACT

Arrangement of Sections
Section

Preliminary

1. Short title.
2 . Interpretation.

Registration

3. Appointment of Registrar and Assistant Registrar.
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 I11

Duties and Privileges of Societies

10. Power of registered society to make by-laws.
11. Amendment of the by-laws of a registered society.
12. Address of society.
13. Copy of Act, rules, by-laws etc., to be open to inspection.
14. Disposd of produce to or through a registered society.
15. Creation of charges in favour of registered societies.
16. Charge and set off in respect of shares or interest of

members.

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2 CAP. 103) Co-operative Societies

17. Shares or interest not liable to attachment or sale.
18. Power of nomination.
19. Transfer or payment of value of interest on death of

member.
20. Deposits by or on behalf of minors.
2 1. Register of members.
22. Evidence of documents and of entries in books.

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.
3 1. Liability of past member and estate of deceased member

for debts of society.

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.

Audit, Inspection and Inquiry

37. Audit
38. Power of Registrar to inspect societies' books, etc.
39. Inquiry and inspection.

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PART VII

Dissolution

Dissolution.
Cancellation of registration of a society due to lack of

membership.
Effect of cancellation of registration.
Liquidation after cancellation of registration of society.
Liquidator's powers.
Power of Registrar to control liquidation.
Enforcement of order.
Limitation of the jurisdiction of the civil court.
Closure of liquidation.

PART VIII

Surcharge and Attachment

49. Power of Registrar to surcharge officers, etc., of a
registered society.

50. Appeal to the Cabinet.

PART IX

Disputes

5 1. Settlement of disputes.
52. Case stated on question of law.

PART X

Rules

53. Rules.

Miscellaneous

54. Recovery of sums due to Government.
55. Special powers of Cabinet to exempt any society from

requirements as to registration.

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4 CAP. 103) Co-operative Societies

56. Special power of Cabinet to exempt societies from pro-
visions of Act.

57. Power to exempt from stamp duty and registration fees.
58. Prohibition of the use of the word "co-operative".
59. Penalty for non-compliance with Act.
60. Punishment of fraud or misappropriation.

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Co-operative Societies (CAP. 103 5

CO-OPERATIVE SOCIETIES

(5th June, 1959 .)

PART I

Preliminary

1. This Act may be cited as the Co-operative Societies Short title.
Act.

2. In this Act- Interpretation.

"bonus" means a share of the profits of a registered
society divided among its members in proportion
to the volume of business done with the society by
them from which the profits of the society were
derived;

"by-laws7' means the registered by-laws made by a
society in the exercise of any power conferred by
this Act; and includes a registered amendment of
the by-laws;

"committee7 ' 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 join-
ing in the application for the registration of a
society, and a person or registered society admit-
ted 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;

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6 CAP. 103) Co-operative Societies

App~intment of
Registrar and
Assistant
Registrars.

Societies which
may be
registered.

Conditions of
registration.

"registered society" means a co-operative society
registered under this Act;

"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;

"rules" means rules made under this Act;

"section" means a section of this Act.

Registration

3. The Governor-General may appoint a person to
be Registrar of Co-operative Societies and may appoint per-
sons to assist such Registrar, and may, by general or special
order published in the Gazette, confer on any such persons
all or any of the powers of a Registrar under this Act.

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 prin-
ciples, or a society established with the object of facilitating
the operations of such a society, may be registered under
this Act 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.

5 . (1) No society, other than a society of which a
member is a registered society, shall be registered under this
Act, which does not consist of at least ten persons each of
whom is qualified under section 23 for membership under
this Act.

(2) The word "co-operative7' shall form part of the
name of every society registered under this Act.

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(3) The word "limited" shall be the last word in the
name of every society with limited liability registered under
this Act.

(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.

6. ( 1 ) For the purposes of registration an application Application for
registration. 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 ten persons qualified
in accordance with the requirements of section 5(1); and

(6) in the case of a society of which a member is
a registered society, by a duly authorized person on
behalf of every such registered society, and, where all
the members of the society are not registered societies,
by ten other members, or, when there are less than ten
other members, by all of them.

(3) The application shall be accompanied by three 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.

7. ( 1 ) If the Registrar is satisfied that a society has Registration.
complied with the provisions of this Act and the rules, and
that its proposed by-laws are not contrary to this Act or to
the rules, he may, if he thinks fit, register the society and
its by-laws. An appeal shall lie to the Cabinet against the
refusal of the Registrar to register any society within one
month from the date of such refusal.

( 2 ) On registration the society shall pay such fee as may
be required by the rules.

8. The registration of a society shall render it a body ~ ~ ~ ; 4 ' ~ ~ & ~ t e .
corporate by the name under which it is registered, with
perpetual succession and with power to hold property, to

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8 CAP. 103) Co-operative Societies

enter into contracts, to institute and defend suits and other
legal proceedings, and to do all things necessary for the pur-
pose of its constitution.

Evidence of
registration.

9. A certificate of registration signed by the Registrar
shall be conclusive evidence that the society therein men-
tioned is duly registered, unless it is proved that the registra-
tion of the society has been cancelled.

PART I11

Duties and Privileges of Societies
Power of
registered society

10. (1) Any registered society may, subject to this
to make by-laws. Act and the Rules, make its by-laws.

(2) By-laws made under subsection (1) shall bind the
society and every member thereof and every person claim-
ing through such member to the same extent as if every such
member had subscribed his name and affixed his seal thereto
and there were contained in such by-laws a covenant on the
part of such member, his heirs, executors, administrators
and assigns to be bound thereby.

Amendment of 1 . (1) Any registered society may, subject to this
the by-laws of a
registered Act and the rules, amend its by-laws, including the by-law
society. 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 Act, for which purpose three 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 Act or to the rules, he
may, if he thinks fit, register the amendment. An appeal
shall lie to the Cabinet 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 pro-
ceedings pending may be continued by or against the society
under its new name.

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Co-operative Societies ( C A P . 103 9

(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 mak-
ing of a new by-law and the variation or rescission of a
by-law.

12. Every registered society shall have an address, Ad::;;; of
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.

13. Every registered society shall keep a copy of this COPY of Act,
rules, by-laws Act and of the rules and of its by-laws and a list of its members .,,., ,, be open

open to inspection, free of charge, at all reasonable times to inspection.
at the registered address of the society.

14. (1) A registered society which has as one of its Disposal of
produce to or objects the disposal of any article produced or obtained by a

the work or industry of its members whether the produce registered
of agriculture, animal husbandry, fisheries, handicrafts or Society'
otherwise may provide in its by-laws or may otherwise con-
tract 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 socie-
ty; and

( b ) that any member who is proved or adjudged,
in such manner as may be prescribed by the rules to
be guilty of a breach of the by-laws or contract shall
pay to the society as liquidated damages a sum ascer-
tained or assessed in such manner as may be prescribed
by the aforesaid rules.

(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.

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10 CAP. 103) Co-operative Societies

Creation of 15. (1) Subject to any prior claim of the Crown on
charges in favour
of registered the property of the debtor and to the lien or claim of a
societies. 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 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 pro-
duce, 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 him by the society:

Provided that nothing herein contained shall effect
the claim of any boncifide 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 16. A registered society shall have a charge upon the
off in respect of
shares or interest shares or interests in the capital and on the deposits or a
of members. 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 17. Subject to the provisions of section 16, the share
attachment or or interest of a member in the capital of a registered society
sale. shall not be liable to attachment or sale under any decree

or order of a court in respect of any debt or liability incur-
red by such member, and neither his assignee in insolvency
nor a receiver duly appointed shall be entitled to, or have
any claim on, such share or interest.

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Co-operative Societies (CAP. 103 11

18. (1) A member of a registered society may, by Power of
nomination. instrument in writing signed by such member in the presence

of two attesting witnesses and delivered at or sent to the
registered office of the society during the lifetime of such
member or made in any book kept thereat, nominate any
person or persons to or among whom there shall be transfer-
red at his death such property in the society as may be his
at the time of his decease, or as may have accrued thereon,
whether in shares, loans, or deposits, or so much thereof
as is specified in such nomination, if the nomination does
not comprise the whole:

Provided that no member of a registered society with
share capital shall be entitled to nominate more than one
person unless such member holds more than one share.

( 2 ) A nomination so made may be revoked or varied
by a subsequent nomination signed, attested and delivered,
or sent or made as aforesaid, or by any similar document
in the nature of a revocation or variation signed by the
nominator in the presence of two attesting witnesses and
delivered, sent or made as aforesaid, but shall not be
revocable or variable by the will of the nominator or by any
codicil thereto.

( 3 ) The society shall keep a book wherein the names
of all persons so nominated and all revocations or variations,
if any, of such nominations shall be recorded.

19. (1) On the death of a member, a registered :f;z
society shall, subject to the provisions of subsections ( 2 ) and ,,f ;ntere,t on
( 3 ) - death of member.

(a ) transfer to any person nominated in accordance
with the provisions of section 18 the property of the
deceased member or such property as may have accrued
thereon, comprised in the nomination in manner
directed by the nomination, or pay to every person en-
titled thereunder the full value of the property given
to him;

( b ) transfer to the personal representatives of the
deceased member any property of the deceased member
in the society, or such property as may have accrued
thereon, not comprised in any nomination, or pay to

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12 CAP. 103) Co-operative Societies

the personal representatives the full value of such
property.

( 2 ) any person entitled, under paragraph (a) or ( 6 ) of
subsection (I), to receive property or payment of the value
thereof from a society with unlimited liability may require
payment by the society of the value of such property.

(3) Any share or interest of a deceased member of a
society with limited liability may be transferred by the society
to-

( a ) the person entitled thereto under paragraph (a )
or ( 6 ) of subsection ( I ) , if such person is qualified to
be a member of the society; or

( b ) any other person qualified to be a member of
the society and specified, within six months of the death
of the deceased member, in an application by the per-
son entitled thereto under paragraph ( a ) or ( b ) of
subsection ( 1 ) .

(4) 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

20. ( 1 ) A registered society may receive deposits from
minors. 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 guardian 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.

21. Any register or list of members kept by any
registered society shall be prima facie evidence of any of the
following particulars entered therein-

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Co-operative Societies (CAP. 103 13

( 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.

22. ( 1 ) A copy of any entry in a book of a registered Evidence of
documents and of society regularly kept in the course of business shall, if cer- in books.

tified in such manner as may be prescribed by the rules,
be received in any legal proceeding, civil or criminal, as prima
facie evidence of the existence of such entry and shall be ad-
mitted 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 compel-
led 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.

(3) Every copy of by-laws or other instruments or
documents, and every extract of an instrument or document,
bearing the seal or signature of the Registrar, shall be received
in evidence without further proof; and every document pur-
porting to be signed by the Registrar under this Act shall,
in the absence of any evidence to the contrary, be received
in evidence without further proof of the signature.

Rights and Liabilities of Members
23. In order to be qualified for membership of a co- Qualification for

membership.
operative society a person, other than a registered society,
must ( a ) have attained the age of 17 years; ( b ) be resident
within or in occupation of land within the society's area of
operations as described by the by-laws.

24. No member of a registered society shall exercise E:'l:rr;;ip
the rights of a member unless or until he has made such till due payment
payment to the society in respect of membership or acquired made.

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C A P . 103) Co-operative Societies

Restriction of
membership in
society.

Votes of
members.

Representation
by proxy.

Contracts with
society of
members who are
minors.

No individual to
hold more than
one-fifth of share
capital of any
society.

Restrictions on
transfer of share
or interest.

such interest in the society, as may be prescribed by the rules
or by-laws.

25. Except with the sanction of the Registrar, no per-
son shall be a member of more than one registered society
with unlimited liability whose primary object is to grant loans
to its 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 a 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 rules.

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.

28. The minority or nonage 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 Act
or the rules 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 prin-
cipal or as surety, shall be enforceable at law or against such
person notwithstanding his minority or nonage.

29. No member, other than a registered society, shall
hold more than one-fifth of the share capital of any co-
operative society.

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 condi-
tions as to maximum holding as may be prescribed by this
Act or by the rules.

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Co-operative Societies (CAP. 103 15

(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 one year; and

(6) 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.

31. ( 1 ) The liability of a past member for the debts ~~~~~~;~
of a registered society as they existed on the date on which estate of deceased
he ceased to be a member shall not continue for a period member for debts
of more than two years reckoned from that date. of society.

(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 two years reckoned
from the date of his decease.

PART V

Proper9 and Funds of Registered Societies

32. ( 1 ) A registered society shall not, except as pro- ;;::de by a
vided in section 35, make any loan to any person other than so,;ety.
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 moveable property other than produce or goods in which
the society is authorized to deal.

(3) The Cabinet may, by general or special order, pro-
hibit or restrict the lending of money on mortgage of any
description of immovable property by any registered society.

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16 CAP. 103) Co-operative Societies

Dcposits and
loans received by

33. A registered society shall receive deposits and
a loans from persons who are not members only to such extent
society. and under such conditions as may be prescribed by the rules

or by-laws.

Restrictions on
other transactions

34. Save as provided in sections 32 and 33, the tran-
with non- sactions of a registered society with persons other than
members. members shall be subject to such prohibitions and restric-

tions as may be prescribed by the rules.

Investment of 35. A registered society may invest or deposit its
funds. funds-

( a ) in the Government Savings Bank, or 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 profits of every
registered society, as ascertained by the audit prescribed by
section 37, shall be carried to a fund to be called the reserbe
fund, which shall be employed as prescribed by the rules.
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 con-
stituted by the society, to such extent or under such condi-
tions as may be prescribed by the rules 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 Cabinet.

(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 a reserve fund, contribute an amount not
exceeding ten per cent of the remaining net profits to any
charitable purpose or to a common-good fund.

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Co -operative Societies (CAP. 103 17

Audit, Inspection and Inquiry

37. (1) The Registrar shall audit or cause to be Audit.
audited by some person authorized 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 docu-
ment 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.

38. The Registrar, or any person authorized by E;:;i::r"to
general or special order in writing by the Registrar, shall inspect societies1
at all times have access to all the books, accounts, papers books? etc.
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 in-
spection may require.

39. ( 1 ) The Registrar may of his own motion, and f,":;,;d
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 authorized
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

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18 CAP. 103) Co-operative Societies

society and produce the cash in hand and such books,
accounts, papers and securities of the society as the Registrar
or the person authorized by him may require.

(2) The Registrar shall, on the application of a creditor
of the registered society, inspect or direct some person
authorized 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 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 (Z), 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 creditor, 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 applica-
tion to a Magistrate's 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

Dissolution. 40. (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 opinion that the society ought to be

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Co-operative Societies (CAP. 103 19

dissolved, he may make an order for the cancellation of the
registration of the society.

(2) Any member of a registerd society may, within two
months from the date of an order under subsection (I), appeal
from such order to the Cabinet.

(3) Where no appeal is presented within two months
from the making of an order cancelling the registration of
a society, the order shall take effect on the expiry of that
period. Where an appeal is presented within two months,
the order shall not take effect until it is confirmed.

(4) Where the Registrar makes an order for the cancella-
tion 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 registra-
tion takes effect.

(5) No registered society shall be wound up save by
an order of the Registrar.

41. The Registrar may, by order in writing, cancel Cancellation of
registration of a

the registration of any registered society other than a society soc~ety due to
which includes among its members one or more registered lack of

membership.
societies, if at any time it is proved to his satisfaction that
the number of the members has been reduced to less than
ten. Every such order shall take effect from the date thereof.

42. Where the registration of a society is cancelled Effect of
cancellation of

by an order under section 40 or under section 41 the society re.+tration.
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 15, 16, 17, 18 and 19 shall be deemed
to be vested in any liquidator appointed for that society by
the Registrar.

43. Where the registration of a society is cancelled Liquidation cancell i of a ter
under section 40 or section 41 the Registrar may appoint registration of
one or more persons to be, subject to his direction and con- society.
trol, the liquidator or liquidators of the society.

LAWS OF ANTIGUA AND BARBUDA

20 CAP. 103) Co-operative Societies

Liquidator's
powers.

44. (1) A liquidator appointed under section 43 shall,
subject to the guidance and control of the Registrar and to
any limitations imposed by the Registrar by order under
section 45, have power to-

( a ) determine from time to time the contribution
to be made by members and past members and by the
estates of deceased members of the society respectively
to its assets;

(6) 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 be-
tween 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 propor-
tions the costs of liquidation are to be borne;

V) give such directions in regard to the collection
and distribution of assets as may be necessary in the
course of winding up the society;

@) 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;

@ 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

(I) 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.

LAWS OF ANTIGUA AND BARBUDA

Co-operative Societies (CAP. 103 2 1

(2) Subject to such rules as may be made in this behalf,
any liquidator appointed under this Act shall in so far as
such powers are necessary for carrying out the purposes of
this section, have power to summon and enforce the atten-
dance of parties and witnesses and to compel the production
of documents by the same means and (so far as may be)
in the manner as is provided in the case of a civil court.

45. A liquidator shall exercise his powers subject to ;:tr:f to
the control and revision of the Registrar, who may- control

liquidation.
(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;

(6) by order in writing limit the powers of a
liquidator under section 44;

( e ) require accounts to be rendered to him by the
liquidator;

V) procure the auditing of the liquidator's accounts
and authorize the distribution of the assets of the society;

Cg) 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.

46. (1) The decision of an arbitrator on any matter ,";:fment of
referred to him under section 45 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 44 or section 45 shall be enforced by any civil
court having jurisdiction over the place where the registered
office of the society is situated in like manner as a decree
of that court.

LAWS OF ANTIGUA AND BARBUDA

22 CAP. 103) Co-operative Societies

Limitation of the 47. Save in so far as is hereinbefore expressly pro-
jurisdiction of
the civil court. vided, no civil court shall have any jurisdiction in respect

of any matter concerned with the dissolution of a registered
society under this Act.

Closure of
liquidation.

48. (1) In the liquidation of a society whose registra-
tion 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 pay-
ment 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 ten per centum 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 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 lunds of the society
liquidated shall be barred when two years have elapsed from
the date of the publication of the Gazette notice.

(3) Any surplus remaining after the application of the
funds to the purposes specified in subsection (1) and the pay-
ment of any claims for which an action is instituted under
sub-section (2) shall be available for use by the Registrar
for any co-operative purpose at his discretion.

PART VIII

Surcharge and Attachment

Power of 49. (1) Where, in the course of the winding up of
Registrar to
surcharge a registered society it appears that any person who has taken
officers, etc., of part in the organization or management of such society or
a registered
society. 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

kAWS OF ANTIGUA AND BARBUDA

Co-operative Societies (CAP. 103 2 3

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.

50. Any person aggrieved by any order of the 2zf,"it7 he
Registrar made under section 49 may appeal to the Cabinet
within twenty-one days from the date of such order and the
decision of the Cabinet shall be final and conclusive.

Disputes

51. (1) If any dispute touching the business of a :;:;;g;,"nt of
registered society arises-

(a) among members, past members and persons
claiming through members, past members and deceased
members; or

(6) 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

(4 between the society and any other registered
society,

such dispute shall be referred to the Registrar for decision.
A claim by a registered society for any debt or demand

due to it from a member, past member or the nominee, legal
representative or other person taking hold of the assets 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

LAWS OF ANTIGUA AND BARBUDA

24 CAP. 103) Co-operatiue Societies

(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
an appeal 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 preferred to the Registrar
under subsection ( 3 ) , or if any such appeal is abondoned 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.

52. ( 1 ) Notwithstanding anything contained in the
last foregoing section, the Registrar at any time when pro-
ceeding to a decision under this Act, or the Cabinet at any
time when an appeal has been preferred to them against any
decision of the Registrar under this Act. may refer any ques- " , , , *
tion of law arising out of such decision for the opinion of
the High Court.

(2 ) Any judge, or judges, of the High Court as the Chief
Justice may direct, may consider and determine any ques-
tion of law so referred and the opinion given on such question
shall be final and conclusive.

Rules.

PART X

Rules

53. ( 1 ) The Cabinet may make all 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 ( I ) , such rules may-

(a) prescribe the forms to be used and the condi-
tions to be complied with in applying for the registra-

LAWS OF ANTIGUA AND BARBUDA

Co-operative Societies (CAP. 103

tion of a society and the procedure in the matter of such
applications;

( 6 ) 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 interests to be acquired before exercising rights
of membership;

( c ) subject to the provisions of section 29 prescribe
the maximum number of shares or portion of the capital
of a registered society which may be held by a member;

(4 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;

0) provide for general meetings of the members
and for the procedure at such meetings and the powers
to be exercised by such meetings.

e) provide for the appointment, suspension and
removal of the members of the committee and other
officers, and for the procedure at meetings of the com-
mittee, 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;

(11 regulate the manner in which funds may be
raised by means of shares or debentures or otherwise;

0) prescribe the conditions to be observed by a
registered society applying for financial assistance from
Government;

(k) prescribe the payments to be made, the condi-
tions 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

LAWS OF ANTIGUA AND BARBUDA

2 6 C A P . 103) Co-operative Societies

for which loans may be made or credits granted, and
the maximum amount which may be lent and the maxi-
mum credit which may be allowed to individual
members with or without the consent of the Registrar;

(I) provide for the mode in which the value of a
deceased member's interest shall be ascertained;

(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;

( 0 ) 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 con-
tributions 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, of a register of shares;

LAWS OF ANTIGUA AND BARBUDA

Co-operative Societies (CAP. 103 27

(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 deter-
mined, 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 pro-
ceedings before the Registrar or such arbitrator or
arbitrators;

( x ) prescribe the procedure to be followed by a
liquidator appointed under section 43 and the cases in
which appeals shall lie from the orders of such liquidator;

Cy) prescribe the forms to be used, the fees to be
paid, the procedure to be observed and all other mat-
ters connected with or incidental to the presentation,
hearing and disposal of appeals under this Act or the
rules.

Miscellaneous

54. (1) All sums due from a registered society or from Recovery of sums
due to

an officer or member or past member of a registered society Government.
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 Govern-
ment 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.

LAWS OF ANTIGUA AND BARBUDA

28 CAP. 103) Co-operative Societies

Special powers of 55. Notwithstanding anything contained in this Act
Cabinet to
exempt any the Cabinet may by special order in each case and subject
society from to such conditions as they may impose, exempt any society
requirements as
to registration, from any of the requirements of this Act as to registration.

Special power of
Cabinet to

56. The Cabinet may by general or special order
exempt societies exempt any registered society or class of societies from any
from provisions of the provisions of this Act, or may direct that such provi-
of Act.

sions 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 exempt 57. (1 ) The Cabinet by notification in the Gazette
from stamp duty
and registration may, in the case of any registered society or class of registered
fees. societies, remit-

(a) the stamp duty with which, under any law for
the time being in force, instruments executed by or in
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.

(2) A notification exempting any registered society from
the fees referred to in paragraph ( b ) of subsection (1) may
provide for the withdrawal of such exemption.

Prohibition of
the use of the

58. (1) No person other than a registered society shall
word "CO- trade or carry on business under any name or title of which
operative". the word "co-operative" is part without the sanction of the

Cabinet:
Provided that nothing in this section shall apply to the

use by any person or his successor in interest of any name
or title under which he traded or carried on business at the
commencement of this Act.

(2) Any person who contravenes the provisions of this
section shall be guilty of an offence and shall be liable on
summary conviction to a fine not exceeding two hundred
and fifty dollars, and in the case of a continuing offence to
a further fine not exceeding fifty dollars for each day during
which the offence continues.

LAWS OF ANTIGUA AND BARBUDA

Co-operative Societies (CAP. 103 29

59. ( 1 ) ( a ) Any registered society or an officer or a Penalty for non-
compliance with member thereof, wilfully neglecting or refusing to do Act.

any act or to furnish any informtion required for the
purposes of this Act by the Registrar or other person
duly authorized by him in this behalf; or

(6) any person wilfully or without any reasonable
excuse disobeying any summons, requisition or lawful
written order issued under the provisions of this Act,
or failing to furnish any information lawfully required
from him by a person authorized to do so under the
provisions of this Act,

shall be guilty of an offence under this Act.

(2) Every offence referred to in subsection ( 1 ) shall on
summary conviction be punishable with a fine not exceeding
three thousand dollars.

60. If any person obtains possession by false represen- pU$ynt
tation or imposition of any property of a registered society, ,isappropriation.
or having the same in his possession withholds or misap-
plies the same, or wilfully applies any part thereof to pur-
poses other than those expressed or directed in the rules of
the society, and authorized by this Act, he shall, on the com-
plaint of the society, or of any member authorized by the
society, or the committee thereof, or of the Registrar, be
liable on summary conviction to a fine not exceeding three
thousand dollars, 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 a term not exceeding six
months; but nothing in this section shall prevent any such
person from being proceeded against by way of indictment,
if not previously convicted of the same offence under this Act.
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